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EXHIBIT 4.1
INTERTAN, INC.
RESTRICTED STOCK UNIT PLAN
SECTION I. PURPOSE
The purpose of the InterTAN, Inc. Restricted Stock Unit Plan (the "Plan")
is to encourage and enable key employees of InterTAN, Inc. (the "Company") and
its subsidiaries, upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business, to remain with and
devote their best efforts to the business of the Company, thereby advancing the
interests of the Company and its stockholders. Accordingly, the Company may
award bonuses in the form of rights to acquire Common Stock of the Company, par
value $1.00 per share ("Stock") subject to the restrictions set forth in Section
V ("Restricted Stock Units"), as hereinafter set forth.
SECTION II. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Organization and Compensation
Committee (the "Committee"); provided that the Committee is composed of two or
more directors who qualify as "Non-Employee Directors" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act").
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The Committee shall have sole authority to determine the employees who are
to be awarded Restricted Stock Units from among those eligible hereunder and to
establish the number of shares that may be acquired pursuant to an award of
Restricted Stock Units after taking into consideration the position held, the
duties performed, the compensation received, the services expected to be
rendered by such employee and such other factors as the Committee, in its sole
discretion, may deem relevant. The Committee is authorized to interpret the
Plan, and may from time to time adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan. A majority of the Committee shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee, shall be
deemed the acts of the Committee. All decisions made by the Committee in
selecting the employees to whom Restricted Stock Units shall be awarded, in
establishing the number of shares that may be acquired pursuant to Restricted
Stock Units awarded to employees and in construing the provisions of the Plan
and any award agreement made pursuant to the Plan shall be final. No member of
the Committee shall be liable for any action taken, failure to act,
determination or interpretation made in good faith with respect to the Plan or
any Restricted Stock Units awarded under the Plan.
SECTION III. SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Stock subject to awards in the form of
Restricted Stock Units under this Plan shall not exceed 200,000 shares. Such
shares of Stock shall consist of previously issued shares of Stock reacquired by
the Company. Any shares of Stock which remain unissued and which are not
subject to outstanding awards of Restricted Stock Units at the termination of
the Plan shall cease to be subject to the Plan. Should any Restricted Stock
Units previously awarded fail to become vested, the shares of Stock subject to
such Restricted Stock Units will again be available for grant or award under the
Plan. The aggregate number of shares of Stock subject to Restricted Stock Units
which may be issued under the Plan shall be subject to adjustment as provided in
Section VI hereof or amendment of the Plan in accordance with Section X hereof.
SECTION IV. ELIGIBILITY
The Committee shall determine and designate, at any time or from time to
time, the key employees of the Company and its subsidiaries to whom Restricted
Stock Units are to be awarded, but the Committee may authorize the award of
Restricted Stock Units only to individuals who are key employees (including
officers and directors who are also key employees) of the Company or a
subsidiary at the time the Restricted Stock Units are awarded.
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Restricted Stock Units may be awarded to the same employee on more than one
occasion.
SECTION V. RESTRICTED STOCK UNITS
The Committee may from time to time, in its sole discretion, award bonuses
in the form of Restricted Stock Units to persons eligible to receive awards of
Restricted Stock Units under Section IV. Each Restricted Stock Unit is a
fictional device which shall represent the right to acquire one share of Stock
if the applicable vesting conditions of such Restricted Stock Unit have been
satisfied, and does not constitute a Stock equivalent or represent any interest
in or right to the Company's securities. All Restricted Stock Units awarded
under the Plan shall be subject to such restrictions and terms and conditions on
vesting, if any, as may be determined by the Committee and which shall be set
out in the applicable Restricted Stock Unit Agreement. The provisions of this
Plan shall prevail in the event of any conflict between the Plan and any
Restricted Stock Unit Agreement. The Committee may in its sole discretion
remove, modify or accelerate the release of restrictions on vesting of any
Restricted Stock Unit in the event of death or disability of the recipient of
such Restricted Stock Unit, or for such other reasons as the Committee may deem
appropriate.
SECTION VI. ADJUSTMENTS
In the event the Company shall effect a split of the Stock or dividend
payable in Stock, or in the event the outstanding Stock shall be combined into a
smaller number of shares, the maximum number of shares of Stock with respect to
which Restricted Stock Units may be awarded and the maximum number of Shares
underlying the Restricted Units under the Plan shall be increased or decreased
proportionately.
In the event of a reclassification of the Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Board of Directors shall make such
adjustments, if any, as it may deem appropriate in the number and kind of shares
subject to Restricted Stock Units which may be awarded or which have previously
been awarded under the Plan. The provisions of this Section shall only be
applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.
SECTION VII. CONTINUANCE OF EMPLOYMENT
Neither the Plan nor any agreement relating to any award of Restricted
Stock Units shall impose any obligation on the Company or any subsidiary to
continue to employ any employee.
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SECTION VIII. WITHHOLDING
The Company shall have the right to withhold taxes, as required by law,
from any transfer of Stock to an employee under the Plan or to collect, as a
condition of such transfer, any taxes required by law to be withheld.
SECTION IX. BENEFICIARY DESIGNATION
Subject to applicable law, each employee who receives an award of
Restricted Stock Units under the Plan shall have the right to designate a
beneficiary to receive the stock certificates for the Stock underlying the
Restricted Stock Units that have vested in that employee under the Plan as of
the date of the employee's death. In the event no such beneficiary is
designated, such stock certificates shall be delivered to the employee's estate.
SECTION X. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors in its discretion may terminate the Plan at any
time. The Board of Directors shall have the right to alter or amend the Plan or
any part thereof from time to time; provided, that no such change may be made
which adversely affect the amount or terms and conditions of any awards made
under the Plan to that date without the consent of such recipient; and provided,
further, that any change which increases the aggregate number of shares of Stock
underlying Restricted Stock Units which may be issued pursuant to the Plan shall
comply with then-applicable law and New York Stock Exchange Policy.
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SECTION XI. EFFECTIVENESS AND EXPIRATION OF THE PLAN
If adopted by the Board of Directors and the Committee shall have been
advised by legal counsel for the Company that in the opinion of such counsel all
applicable requirements of law precedent to its becoming effective have been
fully met, then the Plan shall become effective on October 3, 2000 or as soon
thereafter as the aforesaid requirements have been met; provided, however that
the four grants of Restricted Stock initially authorized by the Company on June
7, 1999, shall be deemed to have been grants of Restricted Stock Units made
pursuant to the Plan. The Plan shall expire ten (10) years after the effective
date of the Plan and all Restricted Stock Units not vested upon expiration of
the Plan shall be forfeited. With respect to persons subject to Section 16 of
the 1934 Act, transactions under the Plan are intended to comply with applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent
any provisions of the Plan or action by the Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee or by the Board of Directors.
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IN WITNESS WHEREOF, this Restricted Stock Unit Plan has been executed by an
authorized officer of InterTAN, Inc. this 3rd day of October, 2000.
INTERTAN, INC.
By: /s/ JEFFREY LOSCH
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Name: Jeffrey Losch
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Title: Vice President, Secretary and Corporate
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Counsel
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