Registration No. 33-51603
Conformed Copy with Exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT
FORM S-8\A-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TANDY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 75-1047710
(State or Other Jurisdiction of (I.R.S.Employer
Incorporation or Organization) Identification No.)
1800 One Tandy Center, Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
TANDY STOCK PLAN
(FORMERLY TANDY CORPORATION STOCK PURCHASE PROGRAM)
AND
TANDY FUND
(FORMERLY TANDY EMPLOYEES DEFERRED SALARY AND
INVESTMENT PLAN)
(Full Title of the Plans)
H.C. WINN, Senior Vice President and Secretary
TANDY CORPORATION
1900 One Tandy Center
Fort Worth, Texas 76102
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service:
817-390-3752
_______________________________
Index to Exhibits is on Sequential Page No. 5
<PAGE>
Purpose of Amendment
This amendment is being filed to notify the Securities
and Exchange Commission of the new names of the Company's
plans which are covered by this Registration Statement and
to highlight certain changes which have been made to the
Company's plans. Effective January 1, 1996 the name of the
Tandy Corporation Stock Purchase Program ("SPP") was changed
to the Tandy Stock Plan and the Tandy Employees Deferred
Salary and Investment Plan ("DIP") was amended and merged with
the Tandy Employees Stock Ownership Plan ("TESOP"), an employee
stock ownership plan, and renamed the Tandy Fund. Other changes
made to the Tandy Fund provide for it to be an individual account
plan with multiple investment options which are intended to comply
with Internal Revenue Code Section 404(c). Both the DIP and
the TESOP were qualified plans under Internal Revenue Code
Section 401(a) and the Company intends to file the Tandy Fund
with the Internal Revenue Service for a determination letter
that the DIP and TESOP, as amended and merged into the Tandy
Fund, will remain qualified under Section 401(a). The Tandy
Fund also provides for daily valuations, withdrawals and
investment decisions by plan participants. Both the Tandy
Stock Plan and the Tandy Fund now provide that an employee
becomes eligible to participate at the beginning of the quarter
in which the employee is expected to complete one year with
1,000 hours of service with the Company. Formerly the eligibility
requirements were six months of service for the SPP and one year
with 1,000 hours of service for the DIP and TESOP. The securities
covered by this amendment are only those shares of Tandy
Corporation Commos Stock, $1.00 par value, previously registered
for sale pursuant to the old DIP portion of the Tandy Fund and
the old SPP. This amendment does not cover ESOP shares held
by the TESOP portion of the Tandy Fund. The ESOP shares are
offered pursuant to the exemption provided in Release No.
33-6188, dated February 1, 1988. The terms of these plans
are set out in Exhibits 4a and 4b of this post effective
amendment to registration statement on Form S-8/A-1.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all the
requirements for filing this Post Effective Amendment on Form
S-8/A-1 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on
the 18th day of March, 1996.
TANDY CORPORATION
By: /s/ John V. Roach
___________________
John V. Roach, Chief Executive Officer
and Chairman
Pursuant to the requirements of the Securities Act of 1933
this post effective amendment to registration statement on
Form S-8/A-1 has been signed below by the following persons
in the capacities indicated on the 18th day of March, 1996.
Signature Title
/s/ John V. Roach Chairman of the Board, Director,
______________________ and Chief Executive Officer
John V. Roach
/s/ Dwain H. Hughes Senior Vice President and
______________________ Chief Financial Officer
Dwain H. Hughes
/s/ James I. Cash Director /s/ Thomas G. Plaskett Director
__________________ ______________________
James I. Cash Thomas G. Plaskett
/s/ Donna R. Ecton Director /s/ Alfred J. Stein Director
___________________ ______________________
Donna R. Ecton Alfred J. Stein
/s/ Lewis Kornfeld Director /s/ William E. Tucker Director
___________________ _____________________
Lewis F. Kornfeld, Jr. William E. Tucker
/s/ Jack L. Messman Director /s/ Jesse L. Upchurch Director
___________________ _____________________
Jack L. Messman Jesse L. Upchurch
/s/ William Morton Director /s/ John A. Wilson Director
___________________ _____________________William
G. Morton, Jr. John A. Wilson
<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Tandy Stock Plan, formerly the
Tandy Corporation Stock Purchase Program has duly caused this
post effective amendment to the registration statement on
Form S-8/A-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth and
State of Texas, on the 18th day of March, 1996.
TANDY STOCK PLAN
ADMINISTRATIVE COMMITTEE
BY: /s/ David Christopher
________________________
David Christopher
BY: /s/ David Johnson
________________________
David Johnson
BY: /s/ Martin O. Moad
________________________
Martin O. Moad
<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Tandy Fund, formerly the Tandy
Employees Deferred Salary and Investment Plan has duly caused
this post effective amendment to registration statement on
Form S-8/A-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth and
State of Texas, on the 18th day of March, 1996.
TANDY FUND
ADMINISTRATIVE COMMITTEE
BY: /s/ David Christopher
________________________
David Christopher
BY: /s/ David Johnson
________________________
David Johnson
BY: /s/ Martin O. Moad
________________________
Martin O. Moad
<PAGE>
INDEX TO EXHIBITS
Item. Sequential
No. Page No.
4 (a) Tandy Stock Plan 6
4 (b) Tandy Fund 20
5 Opinion of Messrs. Satterlee Stephens
Burke & Burke, as counsel,
including consent. 95
24 (a) Consent of Price Waterhouse,
Independent Accountants 96
24 (b) Consent of Satterlee Stephens
Burke & Burke, Counsel (included
in Exhibit 5)
<PAGE>
EXHIBIT 4(a)
TANDY STOCK PLAN
(Effective January 1, 1996)
I.
PURPOSE AND SCOPE
The Tandy Stock Plan (the "Plan"), formerly the
Tandy Corporation Stock Purchase Program, provides employees
of Tandy Corporation ("Tandy") and its participating
affiliates and associates (both collectively called
"Company") an opportunity for convenient and regular personal
investments in the common stock of Tandy Corporation
("Stock").
The Plan enables employees to invest in Stock
through Payroll Deduction.
The Plan provides for Company Contributions from 40%
to 80% of Employee Payroll Deductions which are invested in
Tandy Corporation stock.
II.
PARTICIPATION IN THE Plan
A. ADOPTION OF Plan. Tandy and each of its
divisions, subsidiaries, affiliates and associates may adopt
the Plan for all or part of its employees as its Board of
Directors may in its discretion approve.
B. ELIGIBILITY. Subject to the provisions of
Section XIX with respect to union-represented employees, all
such employees of the Company (including officers and
directors) who are of legal age and (i) are employed upon a
basis which contemplates more than 35 hours of employment per
week for more than five months per year ("Continuous Full
Time Service") and have completed 60 days of such Continuous
Full Time Service or for such other longer period up to one
year as may be approved by the President of Tandy, or (ii)
who have completed 1,000 hours of employment in any 12-month
period ("Qualifying Service") are eligible to participate in
the Plan, at their election. Participation in the Plan shall
be entirely voluntary and the election may be to participate
through Employee Payroll Deductions under Section III. To
remain eligible for participation in the Plan an employee
must continue to be an "Employee" engaged in Continuous Full
Time Service for Tandy or a Participating Affiliate, or in
employment which contemplates continued Qualifying Service.
C. APPLICATION FOR PARTICIPATION. In order to
become a Participant hereunder, each eligible employee shall
execute a written application wherein he shall evidence:
1. His intent to participate in the Plan;
2. His consent for Payroll Deductions in accordance
with Section III below; and
3. His acknowledgment and consent to pay the taxes
resulting from the Company Contribution during
the Taxable Year in which the Company
Contribution is made, in accordance with Section
83 of the Internal Revenue Code.
Once an employee has completed the necessary service
for participation in the Plan, he may file an application for
participation at any time thereafter. For any employee hired
before January 1, 1996, the employee's participation in the
Plan shall become effective at the beginning of the next
pay period after the
<PAGE>
application is received by the Plan's administrative office. For
any employee hired on or after January 1, 1996, the employee's
participation in the Plan shall become effective at the beginning
of the next calendar quarter after the application is received by
the Plan's administrative office.
III.
INVESTMENT OPTIONS
A. RATE OF PAYROLL DEDUCTION.
1. Participants may elect to have payroll
deductions withheld at the rate of 1, 2, 3, 4, 5, 6,
7, 8, 9 or 10% of Earnings (as defined in Section
XVIII), but not less than $10.00 per month.
Provided, however, that Tandy's President may, with
respect to all or any group of employees upon their
first becoming eligible to participate in the Plan,
limit the maximum authorized payroll deduction to a
percentage less than 10% of Earnings. Upon the
adoption of any such limitation, prompt notice
thereof shall be given to the affected employees.
Participants transferred from one unit to another
unit shall meet the requirements of the new unit.
2. Participants shall designate their rate
of payroll deduction by means of a signed
payroll deduction authorization form. The initial
rate of deduction authorized by the Participant
shall become effective with the first day of the pay
period following the date on which the authorization
is received by his payroll department. The initial
authorization shall continue in effect, notwithstanding
any change in the Participant's Earnings,
until the Participant authorizes a change
in his rate of deduction, as provided in Paragraph
III. B. below, or until the Participant becomes
ineligible for the Plan. Deductions made subject to
such authorization are called "Employee Payroll
Deductions".
B. CHANGES IN RATE OF DEDUCTIONS. Without
withdrawing from the Plan, a Participant may at any time by
written notice to his payroll department:
1. Suspend Employee Payroll Deductions
effective with the first day of the pay period
following the date on which the notice is received
by his payroll department. The suspension shall be
for a period of six (6) months at which time the
deductions will automatically be resumed. A
Participant may have only one six month suspension
in any twelve (12) month period. During the six
month period of suspension of such deductions, the
Participant shall receive no credit for
"Participation in the Plan" as that term is used in
Section IV.B.1.
2. Increase or reduce the percentage rate
of Employee Payroll Deduction, effective with the
first payroll period in the month following receipt
of notice.
C. PROCEDURE. Change in the percentage rate of
Employee Payroll Deduction shall be made by signing a new
payroll deduction authorization on a form authorized by
Tandy.
IV.
CREDITS TO PARTICIPANTS
As of the end of each calendar month the following
credits shall be made to each Participant's accounts:
A. EMPLOYEE PAYROLL DEDUCTION. The amount of
Employee Payroll Deduction withheld during such month shall
be credited to each Participant's account.
<PAGE>
B. COMPANY CONTRIBUTION. A monthly amount (the
"Company Contribution") calculated in accordance with
paragraph IV.B.1. below, shall be credited to each
Participant's account.
1. The amount of the Company Contribution
shall be determined on the basis of each payroll
period by multiplying the following appropriate
percentage times each Employee Payroll Deduction:
Period of Continuous Amount of
Participation in the Company's Matching
Plan Contribution
_______________________ ___________________
One (1) Day through Three (3) Years Forty Percent(40%)
Over Three (3) Years through Sixty Percent (60%)
Five (5) Years
Over Five (5) Years Eighty Percent(80%)
2. For all employees filing with Tandy an
application to join the Plan during the first thirty
(30) days the Plan is in effect, or within thirty
(30) days after becoming eligible if an employee has
previously been excluded from participation in the
Plan by reason of being an officer or director, an
employee's Continuous Full Time Service or
Qualifying Service with the Company prior to joining
the Plan will be treated as "Participation in the
Plan" for purposes of computing the Company
Contribution under IV.B.1. above. If an employee
does not elect to join the Plan within the above
thirty (30) day period, then his prior
employment with the Company will not count as
"Participation in the Plan".
3. Such Employee Payroll Deductions and
Company Contributions are to be applied to the
acquisition of Stock monthly and shall be credited
to the Participant's account as Stock and as
Fractional Shares (as defined in Section XVIII.) on
the basis of a price (the "Stock Price") equal to
the average of the closing prices of Tandy
Corporation Common Stock (Stock) on the New York
Stock Exchange for each trading day in the month for
which such credits are made.
C. OTHER CONTRIBUTION-DIVIDEND INCOME ON STOCK.
All cash dividends on all the Full and Fractional Shares to
the credit of the Participant on the record date designated
by Tandy for such dividend shall be allocated to each
Participant's account on the date of payment as Other
Contributions ("Other Contributions") and applied to the
acquisition of Stock in accordance with Section IV.D. below.
The amount allocated as Other Contributions shall be reduced
by any withholding of taxes in accordance with Section 3406
of the Internal Revenue Code. These Other Contributions will
not be subject to matching contributions by the Company.
D. APPLICATION OF MONTHLY CREDITS. The Employee
Payroll Deduction and Company Contributions are to be applied
to the acquisition of Stock monthly and shall be credited to
the Participant's account as Stock and as Fractional Shares
(as defined in Section XVII) on the basis of a price (the
ck Price") equal to the average of the closing prices of the
Stock on the New York Stock Exchange for each trading day in
the month for which such credits are made.
E. DIVIDENDS OTHER THAN CASH AND STOCK. All
dividends on Stock not payable in cash or Stock shall be
distributed to each Participant as soon as possible. All
whole units of any security (other than Stock), any rights
and warrants for a whole unit of any security and whole units
of any other asset shall be distributed in kind to the
Participant. All fractional units of any security (other
than Stock), any rights and warrants for less than a whole
unit of any security and any fractional untis of any other
asset shall be sold and the net proceeds paid to the
Participant.
<PAGE>
F. STOCK SPLIT. Any Stock issuable by Tandy
during such month as a stock dividend or stock split-up shall
be credited to each Participant's account (in an amount per
share equivalent to any dividend actually paid by Tandy
during such month on its stock then outstanding) on the Stock
and Fractional Shares to the credit of the Participant on the
record date designated by Tandy for such dividend or split.
V.
TRANSFERS TO TANDY
A. EMPLOYEE PAYROLL DEDUCTION. The Company shall
transfer to Tandy the Employee Payroll Deduction of each
Participant as soon as practicable after the payroll period
nearest the end of the calendar month in which such Employee
Payroll Deduction is withheld.
B. COMPANY CONTRIBUTIONS. The Company shall
transfer to Tandy the Company Contribution for each
Participant as soon as practicable after the payroll period
nearest the end of the calendar month in which such Employee
Payroll Deduction is withheld.
VI.
INVESTMENT
A. STOCK.
1. Any Stock required for the purposes of
the Plan may be treasury shares or original issue
shares.
2. Stocks may be held by Tandy, as
custodian, at its discretion either in its name or
in the name of one or more nominees. Stock shall
be purchased by Tandy as of the end of each calendar
month with respect to which the Stock is required by
the Plan, and sold by Tandy, at the Stock Price
determined for such month.
B. OTHER INTEREST AND INCOME. Except as herein
expressly provided, no interest or other income will be paid
or credited on account of the Employees' Payroll Deductions,
Company Contributions, or any other amount payable or
credited to Participants.
VII.
HOLDING PERIOD
A. DURATION. Tandy shall retain for a Holding
Period, Stock credited to Participants under the Plan. The
Holding Period with respect to any Stock shall commence on
the date as of which the Stock is credited to the
Participant's account and shall end on December 31 of the
year in which such Stock is so credited (i.e., the Holding
Period for Stock purchased in the calendar year 1977 would
end December 31, 1977).
B. DISTRIBUTION.
1. When made. As promptly as practicable
after the end of each Holding Period, but not later
than February 15, Tandy shall distribute to the
Participant the Stock then held by Tandy which was
credited to the Participant under the Plan as of the
year in which the applicable Holding
<PAGE>
Period began, except that any Fractional Share of
Stock shall be retained by Tandy and carried forward
to the credit of the Participant.
2. Fractional shares. In lieu of retaining
a prior year's Fractional Share, Tandy may, at its
election, distribute to the Participant any
Fractional Share held for the account of a
Participant who has no Payroll Deduction in effect.
For such Fractional Share of Stock, Tandy shall pay
the Participant the pro rata Stock Price for the
month preceding the date of the distribution.
3. Distribution in Cash. At the sole
discretion of the Company, Participants may be
offered an election to receive a cash
distribution in lieu of receiving the Stock credited
to their account in the Plan during the Holding
Period. Any such election shall provide the
date the election must be received by the Plan's
administrative office and the date at which the
Stock will be valued. The Stock will be valued at
the Closing per share sales price as reported on the
New York Stock Exchange Composite tape. For any
Participant electing cash, the cash in lieu of Stock
shall be mailed to the Participant as promptly as
practicable but not later than February 15.
VIII.
WITHDRAWALS AND PAYMENTS
A. WITHDRAWALS. The Plan provides for a full
withdrawal of a Participant's account upon delivery of a
written Notice of Withdrawal to the Plan Administration
office (1800 One Tandy Center, Fort Worth, Texas 76102) prior
to termination of the Holding Period upon the Participant's
(a) death, (b) termination of employment, (c) retirement at
age 62 or older, or (d) withdrawal in full from participation
in the Plan. The payment can be in cash or by delivery of a
certificate for the Stock.
B. PAYMENT IN CASH OR STOCK. The Participant will
be paid in cash if the Participant delivers a written Notice
of Withdrawal to the Administration office or when the
Participant's account records in the Administration office
indicate that one of the above four events of withdrawal has
occurred, unless the Participant delivers to the
Administration office a written Notice of Election to receive
payment in Stock prior to the end of the Holding Period and
within thirty days of the event permitting withdrawal.
C. DETERMINATION OF AMOUNT OF PAYMENT. The
amount of payment in Stock or the amount of cash payment, if
no Notice of Election to receive Stock is received by the
Administration office, will be determined by the number of
shares credited to the Participant's account or the valuation
of the Stock credited to the Participant's account at the
Stock Price, respectively,
1. for the calendar month preceding the
receipt of the written Notice of Withdrawal by the
Plan Administration office, or
2. in the absence of receipt by the Plan
Administration office of a Notice of Withdrawal from
the Participant, the calendar month in which one of
the four withdrawal events is recorded in the
records of the Administration office, regardless of
the month in which such event occurred.
D. RECIPIENT OF PAYMENT. All withdrawal payments
will be made to the Participant except withdrawal payments
resulting from death of the Participant, in which event the
payment will be made to the beneficiary designated by the
Participant or as otherwise provided by the Plan. In event of
death of a Participant, the Participant's beneficiary may act
on behalf of the Participant. Payment to the Participant or
his beneficiary shall be made as soon as practicable after
the event permitting withdrawal.
E. AUTOMATIC WITHDRAWAL. If a Participant (who is
not on an approved leave of absence or who has not suspended
his employee deductions hereunder) does not make an employee
payroll
<PAGE>
contribution to the Plan for two consecutive payroll periods, the
Participant will be treated as a withdrawal from the Plan.
F. REENTERING THE Plan. Upon withdrawal from the
Plan, payroll deductions, Company contributions and Other
Contributions not yet credited to the Participant's account
as Stock will be paid over to him. An employee continuing in
employment may not re-enroll in the Plan until the expiration
of a period of twelve months from his withdrawal and, upon
reentering, his period of "Continuous Participation in the
Plan" will start over from such date, and he will be at the
minimum 40% level for Company contributions on his behalf.
IX.
BENEFICIARY
A. DESIGNATION OF BENEFICIARY. Participants
shall file with the Company a written designation of
beneficiary designating who is to receive any Stock,
Fractional Share, and any cash to the Participant's credit
under the Plan in the event of his death prior to delivery to
him of such Stock, Fractional Share and cash.
B. CHANGE OF BENEFICIARY. A Participant may
change his beneficiary designation at any time by written
notice to Tandy. Such change shall take effect as of the
date the Participant signed such written notice, whether or
not Participant is living at the time of receipt of such
notice by Tandy, but without prejudice to Tandy on account of
payments made before such receipt.
C. PAYMENT OF BENEFICIARY. Upon the death of a
Participant and upon receipt of proof deemed adequate by
Tandy of the identity and existence at the Participant's
death of a beneficiary or beneficiaries validly designated by
him under the Plan, payment will be made to the beneficiary
or beneficiaries in the manner and form as set forth in
Section VIII hereof.
D. ABSENCE OF BENEFICIARY. In the absence of a
beneficiary designated under the Plan who is living at the
time of Participant's death, payment shall be made to the
executor or administrator of the estate of the Participant.
If no executor or administrator has been appointed to the
knowledge of Tandy (or in the event such executor or
administrator has been disqualified), payment may be made to
such person or persons as Tandy shall be satisfied is or are
legally entitled thereto.
E. INTEREST OF BENEFICIARY IN Plan. No designated
beneficiary shall, prior to the death of the Participant by
whom he has been designated, acquire any interest in the
Stock, Fractional Share, or cash credited to the Participant
under the Plan or in the assets of the Trust.
X.
VOTING OF STOCKS
While Stock is held by Tandy, as custodian, Tandy
will deliver to each Participant all notices of meetings,
proxy statements, and other material distributed by Tandy to
its stockholders. The full shares of Stock in each
Participant's account will be voted in accordance with the
Participant's signed proxy instructions delivered to Tandy.
<PAGE>
XI.
ADMINISTRATION
A. ADMINISTRATION BY TANDY. The Plan shall be
administered by Tandy through its Chairman of the Board, Vice
Chairman of the Board and President, or such other person(s)
as may be designated by Tandy.
B. POWERS OF ADMINISTRATOR. The powers of Tandy
with respect to the administration of this Plan shall
include, in addition to those conferred elsewhere in the
Plan, but shall not be limited to:
1. Authorizing delivery and payment of
Stocks and cash under the Plan;
2. Making, amending and enforcing all
appropriate rules and regulations for the
administration of the Plan;
3. Deciding or resolving any and all
questions as may arise in connection with the Plan.
C. AUTHORITY OF TANDY. Any determination,
decision or action of Tandy concerning or with respect to any
question arising out of or in connection with the
construction, interpretation, administration and application
of the Plan and of its rules and regulations, shall lie
within the absolute discretion of Tandy and shall be final,
conclusive and binding upon all Participants and any and all
persons claiming under or through any Participant.
D. COSTS OF ADMINISTRATION. All costs of
administration of the Plan shall be paid by Tandy.
XII.
PARTICIPATION BY AFFILIATED COMPANIES
This Plan shall apply to any corporation a portion
of whose voting stock is owned directly or indirectly by
Tandy, and any of its affiliates, if such company or
corporation shall elect to participate and if, and so long
as, such participation shall be approved by Tandy. Tandy and
such participating affiliates are called the "Company". The
Participating Companies shall be bound by the terms of this
document.
XIII.
NO WARRANTY OF SECURITY VALUES
Neither Tandy, the Company, nor any Participating
Company, their officers, directors, agents or servants,
warrants or represents in any way that the value of Stock in
which the Participant may have an interest will increase or
will not decrease. Each Participant assumes all risk in
connection with any changes in the value of Stock to the
extent he may have an interest therein.
XIV.
GENERAL PROVISIONS
A. EXTENT OF CERTAIN RIGHTS OF PARTICIPANTS.
Participation in the Plan shall not entitle any employee to
be retained in the service of Tandy or the Company or of any
Participating
<PAGE>
Company. The right and power of Tandy, the Company and of each
Participating Company to dismiss or discharge any employee is
specifically reserved.
B. LIMITATION OF PARTICIPANT'S RIGHTS. No
Participant nor any person claiming under or through them
shall have any right or interest under the Plan that is not
herein expressly granted.
C. ASSIGNMENT. No interest in any Stock or
cash held under the Plan prior to delivery to the Participant
as hereinabove provided, shall be assigned, alienated,
pledged, or otherwise encumbered in whole or in part, either
directly by operation of law, or otherwise. If any attempt
is made by a Participant to assign, alienate, pledge, or
otherwise encumber his interest in such Stock or cash prior
to such delivery, for his debts, liabilities in tort or
contract, or otherwise, then Tandy (in its absolute
discretion) may treat such attempt as an election by the
Participant to withdraw from the Plan and submit to any loss
of rights as provided in the Plan in the case of a withdrawal
at the time of such attempt.
D. QUARTERLY STATEMENT OF ACCOUNT. As soon as
practicable after the end of each calendar quarter, each
Participant shall be furnished with a statement of his
account under the Plan.
E. REGISTRATION OF STOCK. Each Participant shall,
at such time as Tandy may reasonably request, furnish
written instructions for the registration of the Stock to be
delivered under the Plan upon completion of the Holding
Period. Such Stock will be registered in his name alone or in
his name and that of one such other adult person as he may
designate as joint tenants with right of survivorship, and
not as tenants in common. Such instructions shall remain in
effect until receipt by Tandy of written instructions to
change the registration previously authorized. In the absence
of such written instructions, Stock to be delivered to a
Participant will be registered in his name alone or in the
event of his death prior to such delivery will be registered
in the name of the person or persons entitled thereto.
F. MISCELLANEOUS.
1. The Trustees may rely upon the
authenticity of any information supplied to them by
the Company in connection with the operation of the
Plan, and shall be fully protected in relying upon
such information.
2. No individual administering, or aiding
in the administration of the Plan or the Trust shall
have any liability, except as provided in Section
XIV F.3. below. As a condition precedent to
participation in the Plan or the receipt of benefits
thereunder, such liability if any, is expressly
waived and released by each Participant and by any
and all persons claiming under or through any
Participant such waiver and release to be
conclusively evidenced by the act of participation
or the acceptance of benefits thereunder.
3. No individual administering, or aiding
in the administration of, the Plan shall be liable
except for his own acts or omissions and then only
for willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the
conduct of his office. As used herein, "individual
administering, or aiding in the administration of
the Plan" shall include any share owner, director,
officer, employee or agent of the Company and Tandy.
4. Tandy may require compliance with any
legal requirements which it deems necessary as a
condition for delivery of, or payment for, any Stock
or cash to the credit of a Participant under the
Plan.
<PAGE>
5. By a Participant's act of participating
in the Plan or by the acceptance of any ofthe
benefits thereunder, such Participant and any and
all persons claiming under or through any such
Participant, shall thereby be conclusively deemed to
have indicated his acceptance and ratification of,
and consent to, the application of the provisions
of the Plan.
6. Stocks sold or transferred under the
Plan by Tandy may be either treasury Stock or newly
issued Stock.
7. For the purposes of the Plan, unless the
contrary is clearly indicated by the context, the
use of the masculine gender shall also include
within its meaning the feminine, and the use of the
singular shall also include within its meaning the
plural, and vice versa.
XV.
NOTICES AND COMMUNICATIONS
A. TO PARTICIPANTS. All notices, reports and
other communications to a Participant under or in connection
with the Plan shall be deemed to have been duly given, made
or delivered when received by the Participant, or (if mailed)
when mailed with postage prepaid and addressed to the
Participant at his address last appearing on the records of
the Company.
B. BY PARTICIPANTS. All notices, instructions
or other communications by a Participant to Tandy under or in
connection with the Plan shall be duly given, made or
delivered when received by the Corporate Secretary of Tandy
(1800 One Tandy Center, Fort Worth, Texas 76102) or when
received in the form specified by Tandy and at the location,
or by the person, designated for receipt of such notice,
instruction or other communication by Tandy.
XVI.
AMENDMENT, SUSPENSION OR TERMINATION
A. AUTHORITY TO AMEND, SUSPEND OR TERMINATE. The
Board of Directors of Tandy may amend, suspend or terminate
the Plan at any time, or from time to time. Without
limitation, such amendment may change (a) the rates of
Employee Payroll Deductions which may be designated by all
Participants or (b) the rates of Company Contributions, or
(c) any other provisions of the Plan, except a Participant's
percentage rate of Payroll Deduction may not be increased
without his consent.
B. DELEGATION OF AUTHORITY. The Board of
Directors of Tandy may delegate to the Chairmen of the Board,
Vice Chairman of the Board, or President, the authority to
amend any provision of this Plan, provided such amendment is
(a) of an administrative nature or (b) does not result in any
material increase in the Company's costs.
C. AMENDMENTS. No amendment, suspension
or termination shall adversely affect any rights of a
Participant to Stock, Fractional Shares, or cash to his
credit under the Plan as of the date of amendment, suspension
or termination. Upon such termination, all Stock, Fractional
Shares and cash to the credit of each Participant under the
Plan shall be promptly paid over to him.
<PAGE>
XVII.
APPLICABLE LAW
Any question concerning or in respect of the
validity, construction, interpretation, administration and
effect of the Plan, and of its rules and regulations, and the
rights of any or all persons having or claiming to have an
interest therein or thereunder, shall be governed exclusively
and solely in accordance with the laws of the State of
Texas.
XVIII.
DEFINITIONS
For the purposes of the Plan, unless some other
meaning is clearly indicated by the context, the following
definitions shall be applicable:
"Beneficiary" is defined in Section IX.
"Company" is defined in Section I and Section
XII as "Tandy" and "its participating
affiliates and associates".
"Company Contribution" is defined in Section
IV.B.
"Continuous Full Time Service" means the most
recent period of uninterrupted employment as
an employee of Company when such employment
consists of more than thirty-five (35) hours
per week for more than five (5) months per
year. The continuity of an employee's service
shall not be deemed to be broken during such
period as the employee shall be:
(a) on military leave; or
(b) on other leave of absence
authorized by the Company for
sickness, disability, or other
circumstances, granted in
accordance with an established
and uniformly applied
Company policy; or
(c) laid off in order to effect a
temporary reduction in personnel,
provided such employee shall be
reemployed within three hundred
sixty-five (365) days after such
lay-off.
"Earnings" means the amount which an employee
is receiving as salary or wages from the
Company, including (a) payments for overtime,
vacation pay, night shift bonus, and any cost
of living adjustment, including Incentive
Compensation, other variable compensation or
Bonds, but excluding (b) living allowance,
retainers, any special payments made
for services performed outside his regular
duties and any other special payments, (c)
except to the extent that the inclusion of any
item in (b) above is specifically approved by
the Chief Executive Officer of the Company or
by such employee or employees of the Company
as he may authorize in writing. Commissions
shall be included as Earnings only to the
extent determined by the Chief Executive
Officer of the Company or by such employee or
employees of the Company as he may authorize
in writing.
"Employee" means a regular employee of the
Company receiving wages or salary, but shall
not include any person compensated pursuant
to a contract other than an employment
contract with the Company under the terms of
which compensation is paid on a regular fixed
salary or wage basis. As used above,
"Employee" shall also include,
<PAGE>
without limitation, any salesman who is a bona
fide employee of the Company and recognized as
such for Social Security purposes.
"Employee Payroll Deduction" is defined in
Section III.A.
"Fractional Share" means an interest
equivalent to and expressed as a fraction of a
share of Stock determined by dividing that
amount credited to the Participant to be
applied to the purchase of Stock (but which is
insufficient to acquire a full share of
Stock) by the applicable Stock Price for the
applicable month with respect to such credit.
"Holding Period" is defined in Section VII.A.
"Officers" as used in Section II means the
Chairman of the Board, the President, the Vice
Presidents, the Treasurer, the Secretary,
and such other employees as the Company may
designate as "Officers" for this purpose.
"Other Contribution" is defined in Section
IV.C.
"Participant" is defined in Section II.A.
"Participating Companies" or "Participating
Affiliates" are the same and are defined in
Section XII.
"Plan" is defined in Section I.
"Qualifying Service" means the most recent
period of uninterrupted employment consisting
of 1,000 hours of employment in any twelve
(12) month period.
"Stocks" is defined in Section I.
"Stock Price" is defined in Section IV.B.3.
"Tandy" is defined as Tandy Corporation, a
Delaware corporation.
XIX.
EFFECTIVE DATE
A. The Plan, as amended, shall become effective
as of April 1, 1975, but only upon approvals, rulings and
orders (satisfactory to Tandy and, to the extent deemed by
Tandy to be necessary or desirable) by the appropriate State
and Federal or other Government authorities with respect to
the Plan and any action contemplated under the Plan.
B. Notwithstanding the provisions of Section II
and Paragraph A of this Section, employees who are
represented by a union pursuant to a certification by the
National Labor Relations Board or otherwise in accordance
with the provisions of Section 9 of the National Labor
Relations Act) shall become eligible to participate in the
Plan (a) only after the Company and such union shall have
entered into a written agreement to the effect that the Plan
shall be offered to the employees so represented, and (b)
only in accordance with any conditions or requirements
contained in such agreement.
<PAGE>
XX.
CHANGE IN CONTROL
A. IMMEDIATE DISTRIBUTION OF STOCK.
Notwithstanding anything contained in the Plan to the
contrary, the Holding Period shall end upon the occurrence of
the earlier of (i) a Change in Control (as hereinafter
defined) or (ii) the commencement of a Tender Offer (as
hereinafter defined); provided, however,
_________________ that the Holding
Period with respect to shares of Stock credited to a
Participant's account following the commencement of a Tender
Offer and prior to the consummation and during the pendency
thereof shall end on the date such Stock is credited. As
soon as possible but in any event prior to the consummationof
the Tender Offer, Tandy shall distribute to theParticipant
all Stock then held by Tandy which was credited
to the Participant's account under the Plan; provided,
_________
however,
_______ that in the event Tandy is unable to distribute such
Stock prior to consummation of the Tender Offer, Tandy shall
take such other reasonable steps as may be necessary to
assure that Participants receive the same economic benefits
an immediate distribution of such Stock would have provided
to Participants.
B. DEFINITIONS. For purposes of the Plan,
1. A "Change in Control" shall mean any of
the following events:
(a) An acquisition (other than directly
from Tandy) of any voting securities of Tandy
(the "Voting Securities") by any "Person" (as
the term person is used for purposes of
Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the
"1934 Act")) immediately after which such
Person has "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the
1934 Act) of fifteen percent (15%) or more of
the combined voting power of Tandy's then
outstanding Voting Securities; provided,
________
however,
_______ in determining whether a Change in
Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute
an acquisition which would cause a Change in
Control. A "Non-Control Acquisition" shall
mean an acquisition by (1) an employee benefit
plan (or a trust forming a part thereof)
maintained by (a) Tandy or (b) any corporation
or other Person of which a majority of its
voting power or its voting equity securities
or equity interest is owned, directly or
indirectly, by Tandy (a "Tandy Subsidiary"),
(2) Tandy or its Tandy Subsidiaries, or (3)
any Person in connection with a "Non-Control
Transaction" (as hereinafter defined).
(b) The individuals who, as of
August 22, 1990, are members of the Board (the
"Incumbent Board"), cease for any reason
to constitute at least two-thirds of the
Board; provided, however,
________ _______ that if the
election, or nomination for election by
Tandy's stockholders, of any new director was
approved by a vote of at least two-thirds of
the Incumbent Board, such new director shall,
for purposes of the Plan, be considered as a
member of the Incumbent Board; provided
________
further, however,
_______ _______ that no individual
shall be considered a member of the Incumbent
Board if such individual initially assumed
office as a result of either an actual or
threatened "Election Contest" (as described
in Rule 14a-11 promulgated under the 1934 Act)
or other actual or threatened solicitation of
proxies or consents by or on behalf of a
Person other than the Board (a "Proxy
Contest") including by reason of any agreement
intended to avoid or settle any Election
Contest or Proxy Contest; or
<PAGE>
(c) Approval by stockholders of Tandy
of:
(1) A merger, consolidation or
reorganization involving Tandy,
unless
(i) the stockholders of Tandy,
immediately before such merger,
consolidation or
reorganization, own, directly
or indirectly immediately
following such merger,
consolidation or
reorganization, at least sixty
percent (60%) of the combined
voting power of the outstanding
voting securities of the
corporation resulting
from such merger or
consolidation or
reorganization (the "Surviving
Corporation") in substantially
the same proportion as their
ownership of the Voting
Securities immediately before
such merger, consolidation or
reorganization,
(ii) the individuals who were
members of the Incumbent
Board immediately prior to the
execution of the agreement
providing for such
merger, consolidation or
reorganization constitute at
least two-thirds of the members
of the board of directors of
the Surviving Corporation,
(iii) no Person (other than
Tandy, any Tandy Subsidiary,
any employee benefit plan (or
any trust forming a part
thereof) maintained by
Tandy, the Surviving
Corporation, or any Tandy
Subsidiary, or any Person who,
immediately prior to such
merger, consolidation or
reorganization had Beneficial
Ownership of fifteen percent
(15%) or more of the then
outstanding Voting Securities)
has Beneficial Ownership of
fifteen percent (15%) or more
of the combined voting power of
the Surviving Corporation's
then outstanding voting
securities, and
(iv) a transaction described in
clauses (i) through (iii) shall
herein be referred to as a
"Non-Control Transaction";
(2) A complete liquidation or
dissolution of the Company; or
(3) An agreement for the sale or
other disposition of all or
substantially all of the assets of
Tandy to any Person (other than a
transfer to a Tandy Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the
permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by Tandy
which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities
by Tandy, and after such share acquisition by Tandy, the
Subject Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
<PAGE>
2. A "Tender Offer" shall mean any Person,
either alone or in conjunction with others, makes a
tender offer, or exchange offer, or otherwise offers
to purchase, or solicits an offer to sell to such
person, one percent or more of the outstanding
shares of Tandy Corporation securities.
C. WITHDRAWAL. No Participant shall be deemed to
have withdrawn from the Plan by reason of a distribution ofStock
after expiration of the Holding Period pursuant toSection A of
this Article XX.
D. AMENDMENT OR TERMINATION. Notwithstanding any
provision contained in the Plan to the contrary, for a period of
one (1) year following a Change in Control the Plan may not be
terminated or amended in any way that would adversely affect the
computation or amount of, or entitlement to, benefits hereunder,
including, but not limited to, (a) any reduction in the right to
make Employee Payroll Deductions by any individual who was an
Employee on the date immediately prior to a Change in Control,
(b) a reduction in the level of Company Contributions with
respect to such individuals or (c) any change in the distribution
or withdrawal provisions; provided, however,
________ _______ that if the Stock
ceases to be publicly traded, there may be substituted for Stock
under the Plan one or more reasonable investments. Any amendment
or termination of the Plan that (i) was at the request of a third
party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control or (ii) otherwise arose
in connection with, or in anticipation of, a Change in Control
shall be null and void, and shall have no effect whatsoever.
E. ARTICLE XX AMENDMENT. Notwithstanding any
provision contained in the Plan to the contrary, no provision of
this Article XX may be amended at any time in any manner that
would adversely affect the right to or amount of any benefits
upon a Change in Control.
F. SUCCESSORS AND ASSIGNS. Notwithstanding any
provision contained in the Plan to the contrary, the provisions
of this Article XX shall be binding upon the Company and its
successors and assigns.
G. SEVERABILITY. Notwithstanding any provision
contained in the Plan to the contrary, the provisions of this
Article XX shall be deemed severable and the validity or
un-enforceability of any provision shall not affect the validity
or enforceability of the other provisions hereof.
H. CONTRARY PROVISIONS. The provisions of this
Article XX shall govern notwithstanding anything contained in the
Plan to the contrary.
IN WITNESS WHEREOF, Tandy has caused this
Restatement to be executed by its duly authorized officer and
its Corporate Seal to be affixed by the Secretary this 1st
day of January, 1996.
(Seal) TANDY CORPORATION
By: /s/ RL Ramsey
_____________________________
R. L. Ramsey
Vice President and Controller
H:\legal\wpf\MAR\BENF\tsp.196
<PAGE>
EXHIBIT 4(b)
TANDY FUND
Effective January 1, 1996
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1 Account or Accounts . . .. . . . . . . . .1
___________________
1.2 Affiliated Business. . . . . . . . . . . 2
___________________
1.3 Beneficiary . . . . . . . . . . . . . . . 2
___________
1.4 Code . . . . . . . . . . . . . . . . . . .2
____
1.5 Committee . . . . . . . . . . . . . . . . 3
_________
1.6 Company . . . . . . . . . . . . . . . . . 3
_______
1.7 Company Stock . . . . . . . . . . . . . . 3
_____________
1.8 Compensation . . . . . . . . . . . . . . .3
____________
1.9 Computation Period . . . . . . . . . . . .3
__________________
1.10 Disabled Participant . . . . . . . . . . .4
___________________
1.11 Effective Date . . . . . . . . . . . . . .4
______________
1.12 Eligible Employee . . . . . . . . . . . . 4
_________________
1.13 Employee . . . . . . . . . . . . . . . . .4
________
1.14 Employer . . . . . . . . . . . . . . . . .4
________
1.15 Employer Contribution . . . . . . . . . . 5
_____________________
1.16 Employment Date . . . . . . . . . . . . . 5
_____________
1.17 ERISA . . . . . . . . . . . . . . . . . . 5
_____
1.18 ESOP . . . . . . . . . . . . . . . . . . .5
____
1.19 ESOP Account . . . . . . . . . . . . . . .5
____________
1.20 Exempt Loan . . . . . . . . . . . . . . . 5
___________
1.21 Highly Compensated Employee . . . . . . . 5
___________________________
1.22 Hour of Service . . . . . . . . . . . . . 7
_______________
1.23 Inactive Participant . . . . . . . . . . .7
____________________
1.24 Investment Fund . . . . . . . . . . . . . 7
_______________
1.25 Leased Employee . . . . . . . . . . . . . 7
_______________
1.26 Normal Retirement Date . . . . . . . . . .8
______________________
1.27 One Year Break in Service . . . . . . . . 8
_________________________
1.28 Participant . . . . . . . . . . . . . . . 9
___________
1.29 Plan . . . . . . . . . . . . . . . . . . .9
____
1.30 Plan Year . . . . . . . . . . . . . . . .10
_________
1.31 Qualified Election . . . . . . . . . . . 10
__________________
1.32 Retired Participant . . . . . . . . . . .11
___________________
1.33 Spouse . . . . . . . . . . . . . . . . . 11
______
1.34 Suspense Account . . . . . . . . . . . . 11
________________
1.35 Tandy . . . . . . . . . . . . . . . . . .11
_____
1.36 Totally and Permanently Disabled . . . . 11
________________________________
1.37 Trust and Trust Fund . . . . . . . . . . 11
____________________
1.38 Trustee . . . . . . . . . . . . . . . . .11
_______
1.39 Valuation Date . . . . . . . . . . . . . 11
______________
1.40 Year of Service . . . . . . . . . . . . .11
_______________
<PAGE>
ARTICLE II
ADMINISTRATION
2.1 Appointment of Administrative Committee .12
_______________________________________
2.2 Term of Office of Committee Members . . .12
___________________________________
2.3 Powers and Duties . . . . . . . . . . . .12
_________________
2.4 Organization and Operation of the
_________________________________
Committee . . . . . . . . . . . . . . . 13
_________
2.5 Records . . . . . . . . . . . . . . . . .14
_______
2.6 Immunity from Liability . . . . . . . . .14
_______________________
ARTICLE III
ELIGIBILITY
3.1 Conditions of Eligibility . . . . . . . .14
_________________________
3.2 Resumption of Service with the Employer .15
_______________________________________
3.3 Change in Employment Status . . . . . . .16
___________________________
3.4 Employment by Employer; Service with
____________________________________
Newly Acquired Entities;
_______________________
Records of Employer . . . . . . . . . . .16
___________________
3.5 Application for Participation . . . . . .16
_____________________________
ARTICLE IV
CONTRIBUTIONS
4.1 Salary Reductions . . . . . . . . . . . .17
_________________
4.2 Suspension of Contributions . . . . . . .17
___________________________
4.3 Profit Sharing Contribution . . . . . . .18
___________________________
4.4 Employer ESOP Contributions . . . . . . .18
___________________________
4.5 Allocation of Employer ESOP
___________________________
Contributions and Forfeitures . . . . . 19
_____________________________
4.6 Payment of Contributions . . . . . . . . 20
________________________
4.7 Transfers From Qualified Plans . . . . . 20
______________________________
4.8 Limitation on Annual Additions . . . . . 22
______________________________
4.9 Discrimination Test Allocation Limit . . 24
____________________________________
4.10 Disposition of Excess Deferrals
_______________________________
and Contributions . . . . . . . . . . . .28
_________________
4.11 Distribution of Excess Aggregate
________________________________
Contributions . . . . . . . . . . . . . .30
_____________
4.12 Forfeiture or Distribution of
_____________________________
Contributions When Excess Deferral or
_____________________________________
Excess Contribution Occurs . . . . . . . 30
__________________________
4.13 Conclusiveness of Determination of
__________________________________
Contributions . . . . . . . . . . . . . . 31
_____________
4.14 Reversion and Diversion . . . . . . . . . 31
_______________________
ARTICLE V
ACCOUNTS AND VALUATION
5.1 Participant's Accounts . . . . . . . . . 31
______________________
5.2 Accounts . . . . . . . . . . . . . . . . 32
________
5.3 Valuation of Accounts . . . . . . . . . .32
_____________________
5.4 Investments . . . . . . . . . . . . . . .33
___________
5.5 Valuation of the Trust Fund and Reports .34
_______________________________________
5.6 Allocation of Cash Dividends . . . . . . 35
____________________________
5.7 Diversification of Investments . . . . . 37
______________________________
<PAGE>
ARTICLE VI
VESTING AND DISTRIBUTION OF BENEFITS
6.1 General Provisions . . . . . . . . . . . 38
__________________
6.2 Vested Percentage in Accounts . . . . . .38
_____________________________
6.3 Full Vesting Upon a Change in Control . .38
_____________________________________
6.4 Retirement . . . . . . . . . . . . . . . 38
__________
6.5 Timing of Valuation of Participant's
____________________________________
Account . . . . . . . . . . . . . . . . .39
_______
6.6 Distribution Upon Withdrawal From
_________________________________
the Plan During Employment . . . . . . . 39
__________________________
6.7 Distribution Upon Withdrawal From
_________________________________
The Plan Because of Termination of
__________________________________
Employment . . . . . . . . . . . . . . . 42
__________
6.8 Dormant Plan Participation . . . . . . . 44
__________________________
6.9 Date of Payment . . . . . . . . . . . . .45
_______________
6.10 Limitations on Timing . . . . . . . . . .45
_____________________
6.11 Loans to Participants . . . . . . . . . .49
_____________________
6.12 Distribution Limitations Applicable to
______________________________________
Deferred Salary Contributions . . . . . .51
_____________________________
6.13 Right to Have Accounts Transferred . . . 52
__________________________________
6.14 Forfeitures . . . . . . . . . . . . . . .53
___________
6.15 Duty to Provide Forms and Proofs . . . . 54
________________________________
6.16 Duty to Provide Mailing Address . . . . .54
_______________________________
6.17 Benefit Payments in the Event of
________________________________
Incapacity . . . . . . . . . . . . . . . 54
__________
6.18 Put Option . . . . . . . . . . . . . . . 54
__________
ARTICLE VII
TRUST AND TRUSTEE
7.1 Establishment and Acceptance of Trust . .55
_____________________________________
7.2 Powers of the Trustee . . . . . . . . . .55
_____________________
7.3 Investment of the Trust Fund . . . . . . 58
____________________________
7.4 Payments from the Fund . . . . . . . . . 58
______________________
7.5 Fees and Expenses of the Trustee . . . . 59
________________________________
7.6 Accounting . . . . . . . . . . . . . . . 59
__________
7.7 Direction by Tandy or the
_________________________
Committee and Authorization to Protect
______________________________________
the Trustee . . . . . . . . . . . . . . .61
___________
7.8 Removal and Resignation; Successor
__________________________________
Trustee . . . . . . . . . . . . . . . . .61
_______
7.9 Voting and Exercise of Other Rights . . .61
___________________________________
7.10 Appointment of Investment Managers . . . 66
__________________________________
7.11 Insurance Contracts . . . . . . . . . . .67
___________________
7.12 Payment of Taxes . . . . . . . . . . . . 68
________________
7.13 Indemnification . . . . . . . . . . . . .68
_______________
7.14 Notice of Agreement . . . . . . . . . . .69
___________________
<PAGE>
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 Amendment . . . . . . . . . . . . . . . .69
_________
8.2 Termination . . . . . . . . . . . . . . .70
___________
ARTICLE IX
MISCELLANEOUS
9.1 Notices and Forms . . . . . . . . . . . .71
_________________
9.2 Plan Not an Employment Contract . . . . .71
_______________________________
9.3 Non-Assignability . . . . . . . . . . . .71
_________________
9.4 Qualified Domestic Relations Order . . . 71
__________________________________
9.5 Immunity from Liability . . . . . . . . .72
_______________________
9.6 Multiple Copies . . . . . . . . . . . . .72
_______________
9.7 Gender and Number . . . . . . . . . . . .72
_________________
9.8 Construction of Agreement . . . . . . . .72
_________________________
9.9 Exempt Loans . . . . . . . . . . . . . . 72
____________
ARTICLE X
ADOPTION OF THE PLAN BY
AFFILIATED AND ASSOCIATED COMPANIES
10.1 Method of Adoption . . . . . . . . . . . 74
__________________
10.2 Transfer of Employees to Other
______________________________
Savings Plans . . . . . . . . . . . . . .75
_____________
10.3 Transfer of Funds to Acquired
_____________________________
Company's Plans . . . . . . . . . . . . .75
_______________
10.4 Receipt of Funds from Acquired
______________________________
Company's Plans . . . . . . . . . . . . .75
_______________
10.5 Merger or Consolidation . . . . . . 75
_______________________
ARTICLE XI
TOP-HEAVY PLAN PROVISIONS
11.1 Top-Heavy Test . . . . . . . . . . . . . 76
______________
11.2 Key Employees . . . . . . . . . . . . . .76
_____________
11.3 Top-Heaviness Determination . . . . . . .77
___________________________
11.4 Aggregation of Plans . . . . . . . . . . 77
____________________
11.5 Employer Contributions . . . . . . . . . 77
______________________
11.6 Multiple Plan Fractions . . . . . . . . .78
_______________________
11.7 Vesting if Plan is Top-Heavy . . . . . . 79
____________________________
ARTICLE XII
CHANGE IN CONTROL
12.1 Termination or Amendment . . . . . . . . 79
________________________
12.2 Change in Control . . . . . . . . . . . .80
_________________
12.3 Article XII Amendment . . . . . . . . . .82
_____________________
12.4 Successors and Assigns . . . . . . . . . 82
______________________
12.5 Severability . . . . . . . . . . . . . . 82
____________
12.6 Contrary Provisions . . . . . . . . . . .83
___________________
<PAGE>
TANDY FUND
AGREEMENT made as of this 1st day of January, 1996, between
TANDY CORPORATION, a corporation duly organized andexisting under
the laws of the State of Delaware, with its principal place of
business at Fort Worth, Tarrant County, Texas, hereinafter called
"Tandy", and Putnam Fiduciary Trust Company, hereinafter called
"Trustee";
WITNESSETH:
THAT WHEREAS, Tandy desires to establish a fund to be
managed as a trust for the purpose of paying certain
benefits, as set out hereinafter, to its eligible employees
who become participating members of a contributory
profit-sharing plan, hereinafter the "Tandy Fund" or the
"Plan";
WHEREAS, Tandy desires to merge together the Tandy
Employees Deferred Salary and Investment Plan (the "DIP") and
the Tandy Employees Stock Ownership Plan (the "TESOP");
WHEREAS, Tandy desires that the portion of the Plan
that represents the DIP shall continue to be a profit sharing
plan, shall continue to be designed to invest up to 100% in
Company Stock, and shall be comprised of the Deferred Salary
Account, the Company Account, the Voluntary Account, the
Profit Sharing Account, and the Rollover Account,
WHEREAS, Tandy desires that the portion of the Plan
that represents the TESOP shall continue to be an employee
stock ownership plan, shall continue to be designed to invest
up to 100% in Company Stock, and shall be comprised of the
ESOP Account; and
WHEREAS, Tandy desires to designate the
aforementioned Trustee to hold, manage and disburse trust
funds;
NOW, THEREFORE, in consideration of the premises and
of the promises and covenants hereinafter contained and for
the purposes herein stated, the parties hereto do hereby
agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Plan, unless the contextrequires
otherwise, the following words and phrases shallhave the meanings
indicated:
1.1 Account or Accounts.
___________________ "Account" or "Accounts"
shall mean the Deferred Salary Account, Company Account,
Voluntary Account, Profit Sharing Account, ESOP Account, or
Rollover Account, or the combination thereof, as the context
requires.
1.2 Affiliated Business.
___________________ "Affiliated Business"
shall mean any entity (other than Tandy) which, considered
with Tandy, constitutes either (a) a controlled group of
corporations (within the meaning of Section 414(b) of the
Code), (b) a group of trades or businesses under common
control (within the meaning of Section 414(c) of the Code),
(c) an affiliated service group (within the meaning of
Section 414(m) of the Code) or (d) a controlled group (as
provided under of Section 414(o) of the Code).
<PAGE>
1.3 Beneficiary.
___________ "Beneficiary" shall mean the
person or entity described in Subsections (a) through (d).
(a) Person or Entity Designated by the
__________________________________
Participant
___________ If a Participant is unmarried, or if a
Participant is married and there is a Qualified
Election with respect to a Participant, then
"Beneficiary" shall mean any person or
entity designated by the Participant, in the form and
manner the Committee may prescribe.
(b) Spouse
______ If a Participant is married and
there is not a Qualified Election with respect to the
Participant, then "Beneficiary" shall mean the
Participant's Spouse. Except as provided otherwise
in a qualified domestic relations order (as defined
in Section 414(p) of the Code), a Participant shall
be treated as unmarried (as provided in Question and
Answer A-25(b)(2) of Treasury Regulations Section
1.401(a)-20) if, at the time of his death, such
Participant has not been married to his Spouse
throughout the one-year period ending on
the earlier of (1) the date of the Participant's
death or (2) the date on which any distribution is
made to the Participant pursuant to Article VI (other
than pursuant to Section 6.6).
(c) Contingent Beneficiary
______________________ If the
Beneficiary described in Subsection (a) or (b) does
not survive the member, then "Beneficiary" shall
mean:
(1) Any person or entity designated by
the Participant, in the form and manner the
Committee may prescribe; or
(2) In the absence of an effective
designation under Paragraph (1), the
Participant's estate.
(d) Lack of Designation If an unmarried
Participant, or a Participant treated as unmarried
under Subsection (b), fails to designate a
Beneficiary pursuant to Subsection (a), then
"Beneficiary" shall mean the Participant's estate.
1.4 Code.
____ "Code" shall mean the Internal Revenue
Code of 1986 as amended and any successor act, law, or
statute subsequently enacted to supersede said Code.
1.5 Committee.
_________ "Committee" shall mean the
administrative committee appointed pursuant to Section 2.1
to act as plan administrator.
1.6 Company.
_______ "Company" shall mean Tandy and all
Affiliated Businesses.
1.7 Company Stock.
_____________ "Company Stock" shall mean any qualifying
employer security as defined in ERISA Section407(d)(5),
provided, however, for purposes of the ESOP, Company Stock
shall only mean (a) shares of common stock issued by Tandy (or
a corporation which is a member of the same controlled group)
which are readily tradeable on an established securities
market or (b) shares of non-callable preferred stock which are
convertible at any time into shares of the common stock
provided for in Section 1.7(a).
<PAGE>
1.8 Compensation.
____________ "Compensation" shall mean all
compensation paid in cash, including bonuses, which is
subject to withholding on IRS Form W-2; provided, however,
that Compensation for (a) any Plan year beginning on or after
April 1, 1990 and ending on or before March 31, 1994, shall
not exceed $200,000 (as adjusted by the Secretary of
Treasury) and (b) any Plan Year beginning on or after April
1, 1994, shall not exceed $150,000 (as adjusted by the
Secretary of Treasury). Compensation specifically does not
include any Company contributions made under the Tandy
Stock Plan and/or the Tandy Employees Supplemental Stock
Program which are used to purchase stock for a Participant
and are included in such Form W-2. Compensation
specifically includes salary reduction contributions to a
cafeteria plan pursuant to Section 125 of the Code or a plan
qualified under Code Section 401(k) (including the Plan). In
determining whether a Participant's compensation exceeds the
$200,000/$150,000 limit, the compensation of each five
percent owner (as defined in Section 1.11) and of each
Participant who (before the application of this sentence) is
one of the ten Highly Compensated Employees paid the greatest
compensation shall include the compensation of such
Participant's spouse and lineal descendants who have not
attained age 19 before the end of the Plan Year. In the
event the aggregate Compensation determined under the
preceding sentence is limited, then the Compensation of each
affected family member for such Plan Year shall be reduced
proportionately based on the ratio of their respective
Compensation to the aggregated Compensation of all such
affected family members (of the same family) for such Plan
Year.
1.9 Computation Period.
__________________ "Computation Period" shallmean the
12-consecutive-month periods described in
Subsections (a) and (b).
(a) Eligibility Computation Period The
initial Computation Period for determining when an
Employee may become a Participant is the
12-consecutive-month period beginning on the
Employee's Employment Date. Subsequent Computation
Periods begin on the anniversary of the Employee's
Employment Date. However, if the Employee incurs a
One Year Break in Service, then subsequent
Computation Periods begin on the first day the
Employee performs an Hour of Service after the One
Year Break in Service.
(b) Vesting Computation Period The
Computation Period for determining a Participant's
vested interest in his Accounts is the
12-consecutive-month period which begins on the
Employee's Employment Date. Subsequent Computation
Periods begin on the anniversary of the Employee's
Employment Date. However, if the Employee incurs a
One Year Break in Service, then subsequent
Computation Periods begin on the first day the
Employee performs an Hour of Service after the One
Year Break in Service.
1.10 Disabled Participant.
____________________ "Disabled Participant"
shall mean any Participant who is Totally and Permanently
Disabled.
1.11 Effective Date.
______________ "Effective Date" shall mean
January 1, 1996.
<PAGE>
1.12 Eligible Employee.
_________________ "Eligible Employee" shall
mean any Employee except the following individuals: (a) any
Employee who is included in a unit of employees covered by an
agreement that the Secretary of Labor finds to be a
collective bargaining agreement between employeerepresentatives
(within the meaning of Code Section7701(a)(46)) and one or more
Employers if retirement benefits were the
<PAGE>
subject of good faith bargaining between such parties, unless
the collective bargaining agreement expressly provided for
the inclusion of such employees as Eligible Employees under
this Plan, (b) a nonresident alien who receives no earned
income within the meaning of Code Section 911(b), (c) any
Employee who is a Leased Employee, and (d) any person who is
not a United States citizen and who is employed outside the
United States or (e) any person who is not a United States
resident alien individual and who is employed outside the
United States.
1.13 Employee.
________ "Employee" shall mean any individual
who is employed by an Employer, is on an Employer's payroll,
and whose wages are subject to FICA withholding. The term
"Employee" excludes any person who is employed as an
independent contractor pursuant to a contract other than an
employment contract with an Employer and any person who
serves only as a director. The term "Employee" shall also
include any Leased Employee and any person who, with respect
to an Employer, is treated as an employee of such Employer
pursuant to Section 406 of the Code.
1.14 Employer.
________ "Employer" shall mean Tandy and any
Affiliated Business adopting the Plan in accordance with the
Plan's requirements.
1.15 Employer Contribution.
_____________________ "Employer Contribution"
shall mean payments to the Trustee by the Employer pursuant
to Plan Sections 4.3., 4.4, 4.9, and Article XI.
1.16 Employment Date.
_______________ "Employment Date" shall mean
the date an Employee first performs an Hour of Service.
1.17 ERISA.
_____ "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
1.18 ESOP.
____ "ESOP" shall mean the employee stock
ownership plan portion of this Plan.
1.19 ESOP Account.
____________ "ESOP Account" shall mean the
Account established for a Participant which contains the
shares of Company Stock and other investments allocated to
the Participant in the ESOP, and shall include the balance
from the Participant's ESOP Account and ESOP Contribution
Account under the TESOP.
1.20 Exempt Loan.
___________ "Exempt Loan" shall mean:
(a) A loan to the Plan by a disqualified
person (as defined in Code Section 4975).
(b) A loan to the Plan which is guaranteed
by a disqualified person, which loan is primarily for
the benefit of Participants and Beneficiaries of the
Plan, is at a reasonable rate of interest, and any
collateral which is given to a disqualified person
consists only of Company Stock.
1.21 Highly Compensated Employee.
___________________________
(a) "Highly Compensated Employee" shall
mean:
(1) An Employee who is a 5% owner, as
defined in Section 416(i)(1)(A)(iii) of the
Code, at any time during the determination
year or the look-back year.
(2) An Employee who receives
Compensation in excess of $75,000 (indexed in
accordance with Section 415(d) of the
Code) during the look-back year.
(3) An Employee who receives
Compensation in excess of $50,000 (indexed in
accordance with Section 415(d) of the
Code) during the look-back year and is a
member of the top-paid group for the look-back
year.
(4) An Employee who is an officer,
within the meaning of section 415(i) of the
Code, during the look-back year and who
receives Compensation in the look-back year
greater than 50% of the dollar limitation in
effect under Section 415(b)(1)(A) of the Code
for the calendar year in which the look-back
year begins.
(5) An Employee who is both described
in (b), (c), or (d) above when these
paragraphs are modified to substitute the
determination year for the look-back year and
one of the 100 employees who receive the most
compensation from the Company during
the determination year.
(b) For purposes of this definition:
(1) The determination year is the Plan
Year for which the determination of who is
highly compensated is being made.
(2) The look-back year is the 12 month
period immediately preceding the determination
year, or if Tandy elects, the calendar year
ending with or within the look-back year. Such
election shall apply with respect to all
tax-qualified plans maintained by the Company.
(3) The top-paid group consists of the
top 20% of Employees ranked on the basis of
compensation received during the year. For
purposes of determining the number of
Employees in the top-paid group, Employees
described in Code Section 414(q)(8) and Q & A
9(b) of section 1.414(q)-1T of the regulations
are excluded.
(4) The number of officers is limited
to 50 (or, if lesser, the greater of three
Employees or 10% of Employees) excluding
those Employees who may be excluded in
determining the top-paid group.
(5) When no officer has Compensation
in excess of 50% of Code Section
415(b)(1)(A)'s limit, then the highest paid
officer is treated as highly compensated.
(6) Compensation is compensation
within the meaning of Code Section 415(c)(3),
including elective or salary reduction
contributions to a cafeteria plan, cash or
deferred arrangement or tax-sheltered annuity.
<PAGE>
(7) Employers aggregated under Code
Sections 414(b), (c), (m), or (o) are treated
as a single Employer.
(c) Notwithstanding the foregoing, if the
Committee so determines for a Plan Year, the Highly
Compensated Employees may be determined as provided
under this Section by substituting $50,000 for
$75,000 in Section 1.20(a)(2) and ignoring Section
1.20(a)(3); provided that to be eligible for this
provision, the Company shall maintain significant
business activities in at least two significantly
separate geographic areas.
1.22 Hour of Service.
_______________ "Hour of Service" shall
mean:
(a) Each hour for which an Employee is
directly or indirectly paid or entitled to payment of
compensation by the Company for the performance of
duties. These hours shall be credited to the
Employee for the Plan Year(s) in which the duties
are performed;
(b) Each hour for which an Employee is
directly or indirectly paid or entitled to payment of
compensation by the Company on account of a period of
time during which no duties are performed
(irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty
or other similar reason. These hours shall be
calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor Regulations
which are incorporated herein by reference; and
(c) Each hour for which back pay,
irrespective of mitigation of damages, has been
either awarded or agreed to by the Company. The same
hours shall not be credited under both Subsection (a)
or Subsection (b), as the case may be, and under
this Subsection (c). These hours shall be credited
to the Employee for the Plan Year(s) to which the
award or agreement pertains rather than the Plan Year
in which the award, agreement or payment is made.
(d) For Employees paid on other than an
hourly basis, Hours of Service shall be credited for
each payroll period of the Employee for which the
Employee receives or is entitled to receive
compensation according to the provisions of Section
2530.200b-3 of the Department of Labor Regulations.
1.23 Inactive Participant.
____________________ "Inactive Participant"
shall mean a Participant who ceases to be an Eligible
Employee but remains in the service of the Company.
1.24 Investment Fund.
_______________ "Investment Fund" shall mean
the portion of the Trust Fund designated from time to time by
the Committee pursuant to Section 7.3 hereof, that is
invested in such assets of the Trust Fund (including, but not
limited to, interests in common trust funds, qualified pooled
trusts or mutual funds) as the Committee selects from time to
time.
1.25 Leased Employee.
_______________ A "Leased Employee" means
any person (other than an employee of the Employer)
who,pursuant to an agreement between an Employer and any
other person or entity, has performed services for an Employer
(or for any affiliated or associated company determined in
accordance with Section 414(n)(6) of the Code) on a
substantially
<PAGE>
full-time basis for a period of at least one year, provided
such services are of a type historically performed by
employees in an Employer's or its affiliated or associated
companies' business field. The determination of whether a
person is a leased employee under this Section will be made
pursuant to Section 414(n) of the Code.
1.26 Normal Retirement Date.
______________________ "Normal Retirement
Date" shall mean the date on which a Participant reaches age
65.
1.27 One Year Break in Service.
_________________________ "One Year Break in
Service" shall mean the period described in Subsection (a),
subject to the terms of Subsections (b) and (c).
(a) General Definition.
__________________ "One Year Break in
Service" shall mean a Computation Period of
12-consecutive months during which an Employee does
not complete more than 500 Hours of Service.
(b) Maternity or Paternity Absences
_______________________________
(1) In the case of an Employee who is
absent from work for any period
(i) Because of the Employee's
pregnancy,
(ii) Because of the birth of the
Employee's child,
(iii) Because of the placement of
a child with the Employee in connection
with the adoption of the child by the
Employee,
(iv) To care for such a child for
a period beginning immediately
following birth or placement,
Hours of Service described in Paragraph (2)
shall be counted as Hours of Service solely
for the purpose of determining whether a One
Year Break in Service has occurred. No more
than 501 Hours of Service shall be credited to
an Employee under the terms of this Paragraph
(1).
(2) The Hours of Service described in
this Paragraph are:
(i) The Hours of Service which
otherwise would normally have been
credited to the Employee but for the
absence described in Paragraph (1), or
(ii) If the Hours of
Service described in Subparagraph (i)
cannot be determined, eight Hours of
Service for each normal workday of
absence.
(3) The Hours of Service described in
Paragraph (2) shall be treated as Hours of
Service under this Subsection (b) --
(i) Only in the Plan Year in which
the absence begins, if an Employee
would be prevented from incurring a One
Year Break in Service in that 12-month
period
<PAGE>
solely because the absence is treated
as Hours of Service under Paragraph
(1); or
(ii) In any other case, in the
immediately following Plan Year.
(4) No Hours of Service will be
counted as Hours of Service under this
Subsection unless the Employee furnishes
to the Committee such timely information as
the Committee may reasonably require to
establish --
(i) That the absence is for the
reasons described in Paragraph (1),
and
(ii) The number of days for which
there was such an absence.
(c) Certain Other Absences
______________________ The Employee's
service shall not be deemed to be broken during such
period as the Employee shall be:
(1) On military leave; or
(2) On other leave of absence
authorized by the Company for sickness,
disability, or other circumstances,
granted in accordance with an established and
uniformly applied Company policy; or
(3) Laid-off in order to effect a
temporary reduction in personnel, provided
such Employee shall be re-employed within
three hundred sixty-five (365) days after such
layoff.
1.28 Participant.
___________ "Participant" shall mean each
Eligible Employee who satisfies the requirements for
participation in the Plan as described in Article III.
1.29 Plan.
____ "Plan" shall mean the contributory
profit sharing plan and trust known as the Tandy Fund, as it
may be amended from time to time.
1.30 Plan Year.
_________ "Plan Year" shall mean the
twelve-consecutive month period ending on March 31 of each
year.
1.31 Qualified Election.
__________________
(a) General Rule "Qualified Election" shall
mean an election by a married Participant to have the
balance of his Accounts paid, in the event of
his death, to a Beneficiary other than his Spouse.
(b) Consent of Spouse
_________________ The election
described in Subsection (a) will not constitute a
Qualified Election unless the Participant's Spouse
consents to the election in the manner described in
this Subsection:
(1) The Spouse must consent to the
election in writing;
(2) The election must designate a
Beneficiary which may not be changed without
the Spouse's consent (unless the Spouse's
consent expressly permits designations by the
<PAGE>
Participant without any requirement of further
consent by the Spouse); and
(3) The Spouse's consent acknowledges
the effect of the election and is witnessed by
a Plan representative or a notary public.
(c) Special Rule Where There is No Spouse
_____________________________________
or the Spouse Cannot be Located
_______________________________ The
consentrequirements of Subsection (b) shall not apply
if it is established to the satisfaction of a Plan
representative that the consent may not be obtained
because (1) there is no Spouse, (2) the Spouse cannot
be located, or (3) other circumstances that the
Secretary of the Treasury or his designate may
prescribe by regulations.
(d) Validity of Consent
___________________
(1) Consent is irrevocable
______________________ If a
Spouse consents to a waiver in the manner
described in Subsection (b), then the Spouse
may not subsequently revoke that consent.
(2) Application
___________ Any consent by a
Spouse (or establishment that the consent of
the Spouse need not be obtained) is effective
only with respect to that Spouse.
(3) Revocation of a waiver
______________________
A Participant may revoke his election without
obtaining another consent from his Spouse at
any time before the beginning of Plan benefit
payments. The number of revocations shall not
be limited.
1.32 Retired Participant.
___________________ "Retired Participant" shall
mean any Participant who has qualified for retirement and the
receipt of benefits under the Plan and who has separated from
service with the Company.
1.33 Spouse.
______ Subject to Section 1.3(b), "Spouse"
shall mean a Participant's spouse (or surviving spouse) and a
Participant's former spouse to the extent provided by a
qualified domestic relations order (as defined in Section
414(p) of the Code).
1.34 Suspense Account.
________________ "Suspense Account" shall mean
the Account which contains the unallocated shares of Company
Stock acquired with the proceeds of an Exempt Loan.
1.35 Tandy.
_____ "Tandy" shall mean Tandy Corporation, a
Delaware corporation with its principal place of business in
Fort Worth, Tarrant County, Texas, its divisions, and any
successor.
<PAGE>
1.36 Totally and Permanently Disabled.
________________________________ "Totally and
Permanently Disabled" shall mean suffering from a physical or
mental condition which, in the opinion of the Committee based
upon appropriate medical advice and examination and in
accordance with uniform rules applied uniformly to all
Participants, totally and permanently prevents the
Participant from performing the customary duties of his
regular job with an Employer.
1.37 Trust and Trust Fund.
____________________ "Trust" shall mean the
trust created under the Plan. "Trust Fund" shall mean the
cash, securities, life insurance contracts, annuity
contracts, real estate, shares of common
<PAGE>
trust funds and any other property held by the Trustee
pursuant to the Plan, together with income therefrom.
1.38 Trustee.
_______ "Trustee" shall mean Putnam Fiduciary
Trust Company, domiciled in Boston, Suffolk County,
Massachusetts, and such other or additional trustee or
trustees as shall be appointed under the Plan.
1.39 Valuation Date.
______________ "Valuation Date" shall mean
every business day and any other dates the Committee may
designate in writing from time to time. If a Valuation Date
would otherwise occur on a Saturday, Sunday or holiday, then
"Valuation Date" shall mean the preceding business day.
Notwithstanding the foregoing, for purposes of a
Participant's ESOP Account, "Valuation Date" shall be the last
business day of each calendar month.
1.40 Year of Service.
_______________ "Year of Service" shall mean
a Computation Period during which the Employee has not less
than one thousand (1,000) Hours of Service. In determining
whether an Employee earned one (1) Year of Service for
purposes of eligibility to participate in the Plan, there
shall be credited to an Employee or other individual
employed by the Employer as identified in Section 3.4,
service rendered by the Employee or individuals while
employed by an Affiliated Business. Service performed by an
Employee for an organization prior to its being acquired by
the Company will be counted in determining whether the
Employee has completed one (1) Year of Service for purposes
of eligibility to participate in the Plan.
ARTICLE II
ADMINISTRATION
2.1 Appointment of Administrative Committee.
_______________________________________ The
Board of Directors of Tandy shall appoint a committee to be
known as the "Administrative Committee", hereinafter
referred to as the "Committee", to administer the Plan. This
Committee shall consist of three or more members who shall
not necessarily be employees of the Company. Tandy shall
advise the Trustee of the names of the members of the
Committee, and the Trustee shall be entitled to rely thereon
until similarly advised of a change in the membership of the
Committee. The Committee shall be the "plan administrator" of
the Plan as defined in Section 3(16)(A) of ERISA and a "named
fiduciary" within the meaning of Section 402(a) of ERISA.
2.2 Term of Office of Committee Members.
___________________________________ Each member
of the Committee shall hold office until his death,
disability, resignation, removal from office, or, if the
member is an employee of the Company, upon his termination of
employment. Any member of the Committee may be removed by the
Board of Directors of Tandy at its pleasure. Any Committee
member may resign by delivering his written resignation to
Tandy and to the Committee. Any vacancies in the Committee
arising from any cause whatsoever shall be filled by the Board
of Directors of Tandy. Until such vacancy is filled, the other
members of the Committee may continue to act.
2.3 Powers and Duties.
_________________ The Committee shall
administer the Plan in accordance with its terms, and shall
have all powers necessary to carry out the provisions of the
Plan. Without limiting the generality of the foregoing, the
Committee shall have the following powers:
<PAGE>
(a) To make and publish such rules and regulations
as it may deem necessary to carry out the provisions
of the Plan;
(b) To determine, in its discretion, all questions
arising in the administration, interpretation and
application of the Plan, including questions of
eligibility of employees and of the status and rights
of Participants, Beneficiaries and any other person
hereunder;
(c) To direct the investment and reinvestment of
the Trust Fund and the income therefrom, as more
particularly specified hereinafter;
(d) To authorize all disbursements by the Trustee
from the Trust Fund;
(e) To decide any dispute arising hereunder;
(f) To construe the provisions of the Plan and to
correct any defects therein; and
(g) To provide procedures for determination of
claims for benefits.
The determination of the Committee as to any question arising
hereunder shall be conclusive and binding on all persons.
2.4 Organization and Operation of the Committee.
___________________________________________ The
Committee shall act by a majority of its members at the time in
office, and such action may be taken either by a vote at a
meeting or by vote or action in writing without a meeting;
however, a Committee member shall not vote on any question
relating specifically to himself, but any necessary action
regarding such Committee member shall be decided by the
remaining members of the Committee. In the event the remaining
members of the Committee are unable to agree upon the disposition
of any such question, the Board of Directors of Tandy shall
appoint another person eligible for membership on the Committee
to serve as a temporary member for the purpose of reaching a
decision on the matter in issue. Such matters shall then be
determined by a majority of the Committee, including said
temporary member. The Committee may authorize any one or more of
its members to execute any document or documents on behalf of the
Committee, in which event the Committee shall notify the Trustee
in writing of such action and the name and names of its members
so designated with specimen signatures of Committee members. The
Trustee thereafter shall accept and rely upon any document
executed by such member or members as representing action by the
Committee until the Committee shall file with the Trustee a
written revocation of such designation.
The Committee may adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs, and may appoint such
accountants, counsel, specialists, and other persons as it deems
necessary or desirable in connection with the administration of
the Plan. Such accountants and counsel may, but need not, be
accountants and counsel for Tandy. The Committee shall be entitled
to rely conclusively upon, and shall be fully protected in, any
action taken by
<PAGE>
it in good faith in relying upon any opinions or reports which
shall be furnished to it by any such accountant, counsel, or
other specialist.
Tandy may furnish the Committee with such clerical assistance on
a full or part time basis as shall from time to time be
reasonable or desirable to assist in the administration of the
Plan, and shall pay all Trustee's fees and expenses incurred in
the administration of the Plan, including but not limited to, all
costs and expenses incurred in connection with the purchase, sale
and transfer of securities, and all transfer taxes of any and all
kinds whatsoever that may belevied or assessed under existing or
future laws upon, or inrespect of, the Trust Fund, save and
except: (a) those specified in Section 7.5; (b) fees for
origination and annual administration of Participant loans; (c)
fees for distributions from a Participant's account(s); (c) taxes
charged upon the income of the trust or upon a Participant's
distribution; (d) fees and expenses ordinarily paid directly by
the mutual fund or charged to shares and (e) those costs and
expenses, including attorneys' fees, which are charged to the
accounts of Participants by a court of competent jurisdiction in
any litigation in which the Plan or any of its fiduciaries are a
party.
2.5 Records.
_______ The Committee shall keep a record of its
actions, and shall keep all such books of account, records, and
other data as may be necessary for the proper administration of
the Plan. The Committee shall notify the Trustee of any action
taken by the Committee, and, when required, shall notify any
other interested person or persons.
2.6 Immunity from Liability.
_______________________ Subject to applicable law, no
member of the Committee shall incur any liability for any action
or failure to act, excepting liability for his own gross
negligence or willful misconduct. Tandy shall indemnify each
member of the Committee against any and all claims, losses,
damages, expenses and liabilities, including any amounts paid in
settlement with the Committee's approval, arising from any action
or failure to act, except when the same is judicially determined
to be due to the gross negligence or willful misconduct of such
member. The Committee may, at its discretion, require the written
approval or disapproval of Tandy prior to taking action in any
particular matter made the subject of its responsibility
hereunder.
ARTICLE III
ELIGIBILITY
3.1 Conditions of Eligibility.
_________________________ Each person who is a
Participant in the DIP and TESOP on December 31, 1995 shallremain
a Participant in the Plan on the Effective Date. Anyother
Eligible Employee who is expected to complete one (1) Year of
Service on or after the Effective Date shall be eligible to
participate in the Plan as of the beginning of the calendar
quarter in which he is expected to complete one (1) Year of
Service. Any Eligible Employee who completes one (1) Year of
Service earlier than expected after the Effective Date shall be
eligible to participate in the Plan as of the beginning of the
calendar quarter immediately following his completion of one (1)
Year of Service.
3.2 Resumption of Service with the Employer.
_______________________________________
Notwithstanding anything in this Section 3.2 to the contrary, a
rehired Eligible Employee shall not become a Participant under
this Section 3.2 earlier than he would have if he did not have
termination of service.
<PAGE>
(a) Former Participant.
__________________
(1) Before a One Year Break in Service.
__________________________________ A
rehired Eligible Employee who was a Participant
before his termination of service and is rehired
before he incurs a One Year Break in Service shall
immediately become a Participant in the Plan.
(2) After a One Year Break in Service.
_________________________________ A
rehired Eligible Employee who was a Participant
before his termination of service and is rehired
after he incurs a One Year Break in Service shall
immediately become a Participant in the
Plan. However, the individual shall be an Inactive
Participant until he completes one Year of Service
following his reemployment and his Compensation
under the Plan shall not include any amounts earned
before his completion of this one Year of Service.
(b) Other Eligible Employees.
________________________ The following rules
apply to a rehired Eligible Employee who was not a
Participant before his termination of service.
(1) Before Five Consecutive One Year Breaks in
__________________________________________
Service.
_______ A rehired Eligible Employee who
is rehired before he incurs five consecutive One
Year Breaks in Service shall become a Participant
in the Plan after he has met the requirements of
Section 3.1. In determining whether the Eligible
Employee has completed one Year of Service, the
Eligible Employee's service earned before and after
his One Year Break in Service shall be counted.
However, any Eligible Employee who had at least a
One Year Break in Service shall not become a
Participant until he has completed at least one
Year of Service after he is rehired.
(2) After Five Consecutive One Year Breaks in Service.
__________________________________________________
A rehired Eligible Employee who is
rehired after he incurs at least five consecutive
One Year Breaks in Service shall become a
Participant in the Plan after he has met the
requirement of Section 3.1. The Eligible Employee's
service earned before the five consecutive One Year
Breaks in Service shall be ignored.
3.3 Change in Employment Status.
___________________________ If a Participant
ceases to be an Eligible Employee due to a change in
employment status while remaining employed by the Employer or
any Affiliated Business, he shall become an Inactive
Participant until he again becomes an Employee who satisfies
the employment status required to become an Eligible
Employee. If an individual (who is employed by the Employer
and who is not a Participant because he is not an Eligible
Employee) becomes an Eligible Employee due to a change in
employment status, he will become a Participant as of the
first day of the calendar quarter coincident with or next
following the date his employment status changed, provided he
would have been eligible to become a Participant had he met
the definition of an Eligible Employee on his Employment
Date.
<PAGE>
3.4 Employment by Employer; Service with Newly
__________________________________________
Acquired Entities; Records of Employer.
______________________________________
(a) In the event the Employer has or shall acquire
the control of any organization by the purchase of
assets or stock, merger, amalgamation, consolidation
or any other similar event, the Board of Directors of
Tandy may direct to what extent, if any, employment
by such organization shall be deemed to be employment
by the Employer and, in connection therewith, may
specify a special entry date for participation.
(b) The personnel records of the Employer or any
Affiliated Business shall be conclusive evidence for
the purpose of determining the period of employment
of any and all Employees.
3.5 Application for Participation.
_____________________________ In order to
become a Participant hereunder, each Eligible Employee shall
execute a written application, or supply information in such
other manner as is acceptable to the Committee, on a form to
be furnished by the Committee, wherein he shall evidence:
(a) his intent to participate in the Plan;
(b) his election to defer a portion of his
Compensation and have the employer make contributions
to the Trust Fund in accordance with Section 4.1; and
(c) his consent that such deferred salary
reductions be withheld by the Employer from his
Compensation at each pay period.
Once an Eligible Employee is expected to complete the necessary
service for participation in the Plan in the calendar quarter, he
may file an application for participation. An application will be
effective at the beginning of the calendar quarter in which the
Eligible Employee is expected to complete the necessary service
for participation in the Plan, provided the Eligible Employee's
application for participation has been received before the
beginning of the calendar quarter. No Eligible Employee willbe
entitled to participate in the Plan until the beginning of the
next calendar quarter following receipt by the Trustee of a
completed application.
ARTICLE IV
CONTRIBUTIONS
4.1 Salary Reductions.
_________________
(a) Deferred Salary Contributions. Each
Participant shall elect in accordance with the
provisions of Section 3.5 to defer an amount equal to
1%, 2%, 3%, 4%, 5%, 6%, 7% or 8% of his Compensation
and have the Employer contribute the amount to the
Trust Fund. The contributions under this paragraph
are hereinafter called "deferred salary
contributions". A Participant's annual deferred
salary contribution is limited to the amount
permitted under Section 402(g) of the Code, as
adjusted by the Secretary of the Treasury or his
delegate at the same time and in the same manner as
under Section 415(d) of the Code, as of the beginning
of the Participant's taxable year.
<PAGE>
(b) The election of the Participant to defer a
portion of his Compensation in lieu of receiving cash
is intended to meet the requirements of Section
401(k) of the Code as amended and the regulations
thereunder.
(c) The election of the Participant to defer or not
to defer a portion of his Compensation in lieu of
receiving cash shall remain in effect until the
Participant files a change of election.
(d) All contributions of the Participant are
non-forfeitable being held in trust for the account
of the Participant or his Beneficiary.
4.2 Suspension of Contributions.
___________________________ A Participant whilein the
employ of the Employer may suspend his contributions for a period
of not less than six (6) months by calling the Trustee in which
case the suspension is effective immediately, or by filing with
the Committee a written request at least two (2) weeks prior to
the date on which his suspension of contributions is to become
effective. A Participant on a leave of absence authorized by the
Employer, who, though on such leave nevertheless receives
Compensation, may likewise suspend his contributions for the term
of such leave, which request for such suspension will be subject
to verification with the Employer as to the Participant being on
an approved leave. Contributions from a Participant shall be
automatically suspended for any month during which he fails to
receive any Compensation. Contributions from a Participant shall
be automatically suspended as of the time any such Participant
may be laid off by the Employer to effect a temporary reduction
in personnel, provided that if such Participant shall not have
been re-employed within three hundred sixty-five (365) days from
the time he is laid off, then his participation in the Plan shall
automatically terminate and the amount credited to his accounts
in the Plan shall be paid over to him as though he had elected to
withdraw from the Plan, if the value of his account is less than
$3,500. If the value of his account is $3,500 or more, he will be
treated as having withdrawn from the Plan but a specific waiver
of his right to remain in the Plan as a dormant Plan Participant
(as defined in Section 6.8) must be received by the Committee in
order for the Participant to receive the value of his account.
During such time as a Participant's contributions shall be
suspended, the Employer Contributions relating to such
Participant's contributions shall likewise be suspended. No
Participant shall be permitted to make up any suspended
contributions. The Employers computer will electronically notify
the Trustee of the change in an employees status.
4.3 Profit Sharing Contribution.
___________________________ Each Plan Year, commencing
with the Plan Year beginning on April 1, 1996, the Employer shall
have the option to contribute a profit sharing amount to the
Trust Fund on or before March 31. The profit sharing amount shall
be established annually by the Board of Directors of Tandy in its
sole discretion. The profit sharing amount shall be contributed
to the Plan and allocatedto each Participant's ESOP Account
and/or Profit SharingAccount, as designated by Tandy in its sole
discretion. The contribution by the Employer may be in the form
of either Company Stock or cash. As of the last day of the Plan
Year, profit sharing contributions and forfeitures attributable
to profit sharing contributions shall be allocated to the
applicable Account for each Participant based on the
Participant's deferred salary contributions for such Plan Year in
an amount determined
<PAGE>
by multiplying the profit sharing contribution by a fraction the
numerator of which is the Participant's deferred salary
contributions and the denominator of which is the deferred salary
contributions for all Participants.
4.4 Employer ESOP Contributions.
___________________________
(a) For each Plan Year, the Committee shall
determine the amount of Employer ESOP contributions
used for payment of principal and interest on Exempt
Loans attributable to such Plan Year. Such amount
shall be the sum of (1) all such Employer
Contributions made during such Plan Year, (2) the
portion (which may be all) of such Employer ESOP
contributions made during the next succeeding Plan
Year which are designated by the Committee
as attributable to the Plan Year described in
Paragraph (1), less (3) the portion of such Employer
ESOP contributions made during such Plan Year and
designated by the Committee, pursuant to Paragraph
(2), as attributable to the prior Plan Year.
(b) Notwithstanding the preceding provisions of
this Section, the Employer shall contribute such
amounts, at such times, as shall be necessary for the
payment of principal and interest on Exempt Loans.
If Tandy declares and pays cash dividends, such cash
dividends attributable or allocable to the Company
Stock held by the Trustee may be used for payment of
such principal and interest.
4.5 Allocation of Employer ESOP Contributions and
_____________________________________________
Forfeitures.
___________
(a) Shares of Company Stock.
_______________________
(1) As of the last day of each Plan Year, there
shall be allocated to the ESOP Account of each
Participant whole and fractional shares of Company
Stock released from the Suspense Account as a
result of Employer ESOP contributions attributable
to such Plan Year under Section 4.4. The number of
shares to be allocated to the ESOP Account of the
Participant shall be equal to the total number of
shares of Company Stock so released multiplied by
the fraction in Paragraph (3).
(2) As of the last day of each Plan Year, a
fraction (which shall be the fraction in Paragraph
(3)) of the total number of shares and fractional
shares of Company Stock contributed to the Trust
Fund for such Plan Year, purchased (other than
through release from the Suspense Account) with
Employer ESOP contributions for such Plan Year, or
Employer ESOP contributions forfeited as of the
last day of such Plan Year, shall be allocated to
the ESOP Account of each Participant.
(3) The fraction in this Paragraph (3) with
respect to a Plan Year shall be the following with
respect to each Participant. The numerator of the
fraction shall equal the Participant's deferred
salary contributions. The denominator of
the fraction shall equal the sum of the deferred
salary contributions for all Participants.
<PAGE>
(b) Employer ESOP Contributions Not Used to
Purchase Stock As of the last day of each Plan Year,
a fraction of the portion of any Employer ESOP
contribution attributable to such Plan Year which is
not used to purchase Company Stock or to repay an
Exempt Loan shall be allocated to the ESOP Account of
each Participant as provided in Section 4.3. The fraction
for determining the amount of such Employer ESOP
contribution allocable to the ESOP Account of
such Participant shall have the same numerator and
denominator as that of the fraction described
in Subsection (a)(3) of this Section.
4.6 Payment of Contributions. The Employer's total
contribution for each Plan Year shall be made, in one or more
installments, not later than the due date (including
extensions thereof) for filing the federal income tax return
of the Employer for its fiscal year ending during the Plan
Year for which the contribution is made; provided that
contributions described in Section 4.5 with respect to a Plan
Year shall be made within thirty (30) days following the end
of such Plan Year. Unless specified otherwise by the
Committee, any Employer Contributions made in cash shall be
applied in the following order or priority:
(a) Pay any portion of the unpaid principal balance
or interest on an Exempt Loan; and then
(b) Allocated to Participants' Accounts.
The Employer shall withhold and deduct on each regular pay
day from each Participant's Compensation that percentage of
same which each Participant shall have elected and designated
as his "deferred salary contribution" to the Trust Fund. The
Employer shall pay over to the Trustee all such contributions
of Participants immediately following each payroll period in
which such contributions shall have been deducted and
withheld.
4.7 Transfers From Qualified Plans.
______________________________
(a) With the consent of the Committee, amounts
may be transferred from other qualified plans by
Employees, provided that the trust from which such
funds are transferred permits the transfer to be made
and the transfer will not jeopardize the tax exempt
status of the Plan or Trust or create adverse tax
consequences for the Company. The amounts
transferred shall be set up in a separate account
herein referred to as a "Rollover Account." Any
amounts in such Rollover Account shall be fully vested at
all times and not subject to forfeiture.
(b) Amounts in a Rollover Account shall be held by
the Trustee pursuant to the provisions of this Plan
and may not be withdrawn by, or distributed to the
Participant, in whole or in part, except as provided
in paragraphs (c) or (d) of this Section.
(c) Except as allowed by Internal Revenue Service
Regulations (including Regulation 1.411(d)-4),
amounts attributable to elective contributions (as
defined in Regulation 1.401(k)-1(g)(3)), including
amounts treated as elective contributions, which are
transferred from another qualified plan in a
plan-to-plan transfer shall be subject to the
distribution limitations provided in Regulation
1.401(k)-1(d).
<PAGE>
(d) At the date specified in the Plan when a
Participant or Beneficiary shall be entitled to
receive benefits, the fair market value of the
Rollover Account shall be used to provide additional
benefits to the Participant or Beneficiary. Any
distributions of amounts held in a Rollover Account
shall be made in a manner which is consistent with
and satisfies the provisions of Article VI,
including, but not limited to, all notice and
consent requirements under Code Section 411(a)(11)
and the Regulations thereunder. Furthermore, such
amounts shall be considered as part of the
Participant's benefit in determining whether a
Participant is entitled to go dormant under Section
6.8.
(e) At the time the Plan accepts a Participant
Rollover, the Participant shall have specified the
investment selection(s) in which his Rollover Account
should be invested and these investment selections
shall be effectuated as soon as practicable.
(f) For purposes of this Section, the term "qualified
plan" shall mean any tax qualified plan under Code
Section 401(a). The term "amounts transferred from other
qualified plans" shall mean: (1) amounts transferred to
this Plan directly from another qualified plan; (2)
distributions from another qualified plan which are
eligible rollover distributions and which are either
transferred by the Employee to this Plan within 60 days
following his receipt thereof or are transferred pursuant
to a direct rollover; (3) amounts transferred to this Plan
from a conduit individual retirement account provided
that the conduit individual retirement account has no
assets other than assets which (i) were previously
distributed to the Employee by another qualified plan
as a lump-sum distribution (ii) were eligible for
tax-free rollover to a qualified plan and (iii) were
deposited in such conduit individual retirement
account within 60 days of receipt thereof and other
than earnings on said assets; and (4) amounts
distributed to the Employee from a conduit individual
retirement account meeting the requirements of clause
(3) above, and transferred by the Employee to this
Plan within 60 days of his receipt thereof from such
conduit individual retirement account.
(g) Prior to accepting any transfers to which this
Section applies, the Committee may require the
Employee to provide documentation to establish that
the amounts to be transferred to this Plan meet the
requirements of this Section or if such documentation
is not available, may require the Employee to provide
an opinion of counsel satisfactory to the Committee
that the amounts to be transferred meet the
requirements of this Section.
(h) Notwithstanding anything herein to the
contrary, a transfer directly to this Plan
from another qualified plan (or a transaction having
the effect of such a transfer) shall only be
permitted if it will not result in the elimination or
reduction of any Code "Section 411(d)(6) protected
benefit."
4.8 Limitation on Annual Additions.
______________________________ Under no circumstances
shall the "Annual Additions", as such term ishereinafter defined,
applied to any Participant's Accountexceed, for any Plan Year,
the lesser of (a) twenty-five percent (25%) of the Participant's
compensation as defined in Code Section 415(c)(3) and the
regulations issued thereunder for the entire Plan Year or (b)
thirty thousand dollars ($30,000) or,if
<PAGE>
greater, one-fourth of the dollar limitation set forth under
Section 415(b)(1)(A) of the Code for such Plan Year;
provided, however, that the special increased limitation of
Section 415(c)(6) of the Code shall apply to the ESOP.
If, in addition to this Plan, a Participant participates in
one or more other qualified defined contribution plans
maintained by the Company during any Plan Year, the Annual
Additions to be applied to the Participant's Account under
this Plan, together with the Annual Additions to be applied
to such Participant's account under such other plan or plans
for such Plan Year, shall not exceed the lesser of (a) or (b)
in the immediately preceding paragraph. Any excess Annual
Additions for a Participant shall be deemed first to be
attributable to Annual Additions to the Tandy Employees
Investment Plan ("TIP") and finally to Annual Additions under
this Plan.
The term "Annual Additions" means the sum credited to a
Participant's Account for any Plan Year beginning after
December 31, 1986 of:
(a) Employer Contributions, if any;
(b) Deferred salary contributions (including any a
mount characterized as an Excess Deferral Amount, if
such Excess Deferral Amounts are not distributed as
provided for in Section 4.11(a) hereof); (c)
Voluntary after-tax Employee contributions and excess
aggregate contributions;
(d) Forfeitures;
(e) any amount allocated to an "individual medical
account," as defined in Code Section 415(1)(2), which
is part of a defined benefit plan maintained by an
Employer; and (f) any amounts derived from contributions
paid or accrued after December 31, 1985, in taxable years
ending after such date, which are attributable to
post-retirement medical benefits allocated to the
separate account of a key employee (as defined in
Code Section 419A(d)(3)) under a welfare benefit fund
(as defined in Code Section 419(e)) maintained by an
Employer.
Solely for purposes of this Section, the determination of a
Participant's deferred salary contributions and Employee
contributions, if any, for a Plan Year shall exclude the
items set forth in Sections 1.415-6(b)(3)(i)-(iv) of the
Income Tax Regulations, and the determination of a
Participants allocable share of Employer Contributions and
forfeitures, if any, for a Plan Year shall exclude any
Employer Contributions, deferred salary contributions, if
any, and forfeitures, if any, allocated to such Participant
for any of the reasons set forth in Sections
1.415-6(b)(2)(ii)-(vi) of the Income Tax Regulations (except
as otherwise provided in such Sections).
No contribution made for a Participant pursuant to Section
this Plan shall cause the sum of that Participant's "defined
benefit fraction" and "defined contribution fraction" (as
hereinafter defined) to exceed 1.0 in any Plan Year. In the
event the sum of the defined benefit fraction and the defined
contribution fraction would otherwise exceed 1.0 for any
<PAGE>
Plan Year, the projected annual retirement income resulting
in the defined benefit fraction shall be limited, to the
extent necessary, to reduce the defined benefit fraction so
that the sum of the two fractions does not exceed the 1.0
limitation. For purposes of this Section, (a) the "defined
benefit fraction" for any Plan Year is a fraction, the
numerator of which is the Participant's projected annual
benefit under all tax-qualified defined benefit pension plans
of an Employer in which the Participant participates
(determined as of the last day of the Plan Year) and the
denominator of which is the lesser of: (1) the product of
1.25 multiplied by the dollar limitation in effect under Section
415(b)(1)(A) of the Code for such Plan Year, or (2)the product
of 1.4 multiplied by the amount which may be taken into account
under Section 415(b)(1)(B) of the Code with respect to
such Participant for such Plan Year; and (b) the "defined
contribution fraction" for any Plan Year is a fraction, the
numerator of which is the sum of the Annual Additions to the
Participant's account (under this Plan and any other
tax-qualified defined contribution plans maintained
by an Employer) as of the end of such Plan Year and the
denominator of which is the sum of the lesser of the
following amounts determined for such Plan Year and for each
of the Participant's prior years of service with an Employer:
(1) the product of 1.25 multiplied by the dollar limitation
in effect for such Plan Year for purposes of Section
415(c)(1)(A) of the Code, or (2) the product of 1.4
multiplied by the amount which may be taken into account
under Section 415(c)(1)(B) of the Code with respect to such
Participant for such Plan Year. All defined benefit pension
plans of an Employer are to be treated as one defined benefit
pension plan and all defined contribution plans of an
Employer are to be treated as one defined contribution plan.
If the Annual Additions for a Participant exceed the above
limitation because of contributions based on estimated annual
compensation or the allocation of forfeitures, then, the
excess amounts shall be held unallocated in a suspense
account until the next Plan Year and shall be used to reduce
the Employer Contributions, if any, made under Section, as
appropriate, for the next Plan Year for all Participants,
beginning with the first calendar quarter thereof and
continuing until all of such excess amounts have been
allocated to Participants. Any such excess amounts shall be
treated as attributable to deferred salary contributions only
to the extent such excess amounts exceed the total Employer
Contributions allocated to the account of the Participant for
the Plan Year.
4.9 Discrimination Test Allocation Limit.
____________________________________
(a) General.
_______ For each Plan Year, the Employer
shall ensure that either the test set forth in
paragraph (1) or (2) below is satisfied with respect
to deferred salary contributions and either the test set
forth in paragraph (3) or (4) is satisfied with respect to
Employer Contributions and Employee contributions. In
addition, for Plan Years beginning on or after April 1,
1989, the Employer shall ensure that impermissible multiple
use of the alternate test (set forth in (2) and (4) below)
shall not occur pursuant to Code Section 401(m)(9)(B) and
any applicable regulations issued thereunder:
(1) the Actual Deferral Percentage for all
Participants who are Highly Compensated Employees
for the Plan Year does
<PAGE>
not exceed the Actual Deferral Percentage for all
other participants for the Plan Year multiplied by
1.25; or
(2) the Actual Deferral Percentage for all
Participants who are Highly Compensated Employees
for the Plan Year does not exceed the Actual
Deferral Percentage for all other Participants for
the Plan Year multiplied by 2, provided that the
Actual Deferral Percentage for all Participants who
are Highly Compensated Employees does not exceed
the Actual Deferral Percentage for all other
Participants by more than two (2) percentage points
for the Plan Year;
And
(3) the Actual Contribution Percentage for all
Participants who are Highly Compensated Employees
for the Plan Year does not exceed the Actual
Contribution Percentage for all other Participants
for the Plan Year multiplied by 1.25; or
(4) the Actual Contribution Percentage for all
Participants who are Highly Compensated Employees
for the Plan Year does not exceed the Actual
Contribution Percentage for all other Participants
for the Plan Year multiplied by 2, provided that
the Actual Contribution Percentage for all
Participants who are Highly Compensated Employees does not
exceed the Actual Contribution Percentage for all other
Participants by more than (2) percentage points for the
Plan Year.
Determinations regarding the tests set forth in
paragraphs (1) through (4) and impermissible multiple
use of the alternative test shall be made in
conformance with applicable provisions of the Code
and regulations and rules thereunder.
(b) Actual Deferral Percentage.
__________________________
(1) The term "Actual Deferral Percentage"
("ADP") shall mean the average of the ratios
(expressed as a percentage), calculated separately
for each Participant except as provided in (b)(2)
below, of the amount contributed as deferred salary
contributions to the Trust on behalf of each such
Participant for a Plan Year to the Participant's
Compensation.
(2) In the case of a Highly Compensated
Employee who is either a 5% owner or one of the ten
most Highly Compensated Employees and is thereby
subject to the family unit aggregation rules of
Code Section 414(q)(6), the ADP for the family unit
group (which is treated as one Highly Compensated
Employee) is the ADP determined by combining the
deferred salary contributions, Compensation, and
amounts treated as deferred salary contributions of
all eligible Employee family unit members. Except
to the extent taken into account in the preceding
sentence, the deferred salary contributions,
Compensation, and amounts treated as deferred
salary contributions of all eligible Employee
family unit members are disregarded in determining
the ADPs for the groups of Highly Compensated
Employees and non-Highly Compensated Employees.
<PAGE>
The term "family unit member" for purposes of this
sub-section and sub-section (c)(2) includes the
Employee (or former Employee), the Employee's (or
former Employee's) spouse and the lineal ascendant
and descendants of either of them and the spouses of
such lineal ascendant and descendants.
(3) "Participant" is hereby defined to include a
person who for any part of the Plan Year is directly
or indirectly eligible to make a cash or deferred
election under the Plan for all or a portion of a
Plan Year and includes: an Employee whose eligibility
to make deferred salary contributions has been
suspended because of an election (other than certain
one-time elections) not to participate, a
distribution, or a loan; and, an Employee who
cannot defer because of the Code Section 415 limits
on Annual Additions (as such term is elsewhere
defined). In the case of an eligible Employee who
makes no deferred salary contributions the ADP that
is to be included in determining the ADP test is
zero.
(c) Actual Contribution Percentage.
______________________________
(1) The term "Actual Contribution Percentage"
("ACP") shall mean the average of the ratios
(expressed as a percentage), calculated separately
for each Participant, of the amount contributed as
Employer matching contributions to the Trust on
behalf of each such Participant for a Plan Year
plus Employee contributions made by such Participant
for a Plan Year to the Participant's Compensation
(including deferred salary contributions under any
tax-qualified plan described in Code section 401(a)
or any cafeteria plan described in Code Section 125).
(2) In the case of a Highly Compensated
Employee who is either a 5% owner or one of the ten
most highly compensated Employees and is thereby
subject to the family unit member aggregation rules
of Code Section 414(q)(6), the ACP for the family
unit group (which is treated as one Highly
Compensated Employee) is the ACP determined by
combining the contributions and compensation of all
eligible Employee family unit members. Except to the
extent taken into account in the preceding sentence,
the contributions and compensation of all family unit
members are disregarded in determining the ACPs for the
group of Highly Compensated Employees and non-Highly
Compensated Employees.
(3) Participant is any Employee who is directly
or indirectly eligible to receive an allocation of
Employer matching contributions or to make Employee
contributions and includes: an Employee who would be
a Participant but for the failure to make required
contributions; an Employee whose right to make
Employee contributions or receive matching contributions
has been suspended because of an election (other than
certain one-time elections) not to participate; and an
Employee who cannot make an Employee contribution or
receive a matching contribution because Code Sections
415(c)(1) or 415(e) prevents the Employee from receiving
additional Annual Additions. In the case of an
eligible Employee who makes no Employee contributions
and who receives
<PAGE>
no matching contributions, the contribution ratio
that is to be included in determining the ACP test is
zero.
(d) In calculating the ADP or ACP test of Code
section 401(a) for a Plan Year, contributions will be taken
into account as follows: An Employee contribution is to be
taken into account if it is paid to the Trust during the
Plan Yearor paid to an agent of the Plan and transmitted to
the Trust within a reasonable period after the end of the
Plan Year; An excess contribution to a cash or deferred
arrangement that is recharacterized is to be taken into
account in the Plan Year in which the contribution would
have been received in cash by the Employee had the Employee
not elected to defer the amounts; and a matching
contribution is to be taken into account for a Plan Year
only if it is (1) made on account of the Employee's deferred
salary contributions or Employee contributions for the Plan
Year, (2) allocated to the Employee's account as of a date
within the Plan Year, and (3) paid to the Trust by the end
of the 12th month following the end of that Plan Year.
(e) For purposes of determining whether the Plan
satisfies the ADP or ACP test, all contributions that are
made under two or more plans that are aggregated for
purposes of Code Sections 401(a)(4) and 410(b) (other than
Code Section 410(b)(2)(A)(ii)) are to be treated as a single
contribution made under a single plan and if two (2) or more
plans are permissively aggregated for purposes of ADP or ACP
test, the aggregated plans must also satisfy Code Sections
401(a)(4) and 410(b) as though they were a single plan.
Provided, however, that the portion of the Plan representing
the DIP shall be treated as a separate plan from the portion
of the Plan representing the TESOP.
(f) In calculating the ADP or ACP for purposes of Code
section 401(m), the ADP or ACP of a Highly Compensated
Employee will be determined by treating all plans of the
Company under which the Highly Compensated Employee is
eligible (other than those that may not be permissively
aggregated) as a single plan.
(g) Satisfaction of Nondiscrimination Rules.
________________________________________ If the
nondiscrimination rules of Sections 401(k)(3) and 401(m) of
the Code, which are summarized in this Section, would
otherwise not be satisfied for a Plan Year, the Committee,
at its option, shall either (1) reduce deferred salary
contributions, Employer Contributions, or Employee
contributions, whichever is applicable, of Highly
Compensated Employees and return such excess deferred salary
contributions, Employer Contributions or Employee
contributions to the affected Participants in accordance
with Subsections 4.10 and 4.11, respectively, to the extent
necessary to satisfy the limitations of this Section, (2)
make additional Employer Contributions on behalf of
non-Highly Compensated Employees (which will meet the
requirements of Treasury Regulation section 1.401(k)-1(b)(5)
[or any successor thereto] and shall not be included in the
calculations under Section 4.9(a)(3) or (4) hereof) to the
extent necessary to insure that the limitations of subsection
4.9(a)(1) or (2) are met or (3) make additional Employer
Contributions on behalf of non-Highly Compensated Employees
(which shall meet he requirements of Treasury Regulation
section 1.401(m)-1(b)(5) [or any successor thereto] and
shall not be included in the calculations under
Section4.9(a)(1) or (2) hereof to the extent
<PAGE>
necessary to insure that the limitations of Section 4.9(a)(3)
or (4) are met. Any such additional contributions shall be
allocated as determined by the Committee. Such additional
contributions shall be treated as deferred salary
contributions, shall be allocated to such Participant's
Deferred Salary Account and shall be immediately fully
vested and subject to the distribution restrictions of
Section 6.12 applicable to deferred salary contributions.
4.10 Disposition of Excess Deferrals and Contributions.
_________________________________________________
(a) Excess Deferral Amounts.
_______________________ Notwithstanding any
other provision of the Plan, Excess Deferral Amounts and
income allocable thereto shall be distributed no later than
April 15th to Participants who claim such Excess Deferral
Amounts for the preceding calendar year.
"Excess Deferral Amount" means the amount of deferred salary
contributions in excess of the limitation set forth in
Section 402(g) of the Code that the Participant elects to
have distributed from the Plan pursuant to the claims
procedure set forth in the following paragraph. In the event
the Participant's deferred salary contributions to the Plan,
when added to amounts deferred under other plans, contracts
or arrangements described in Sections 401(k), 408(k) or
403(b) of the Code of the Company constitute Excess Deferral
Amounts, such Participant shall be deemed to have filed a
claim in accordance with the following paragraph and the
appropriate Employer or Affiliate Business shall notify
Tandy on behalf of the Participant under those
circumstances.
The Participant's claim shall be in writing; shall be
submitted to Tandy no later than March 1 following the
calendar year in question; shall specify the Participant's
Excess Deferral Amount for the preceding calendar year; and
shall be accompanied by the Participant's written statement
that if such amounts are not distributed, such Excess
Deferral Amount, when added to amounts deferred under
otherplans, contracts or arrangements described
in Sections401(k), 408(k) or 403(b) of the Code, exceeds the
limit imposed on the Participant by Section 402(g) of the Code
for the Plan Year in which the deferral occurred. The Excess
Deferral Amount distributed to a Participant with respect to
a calendar year shall be adjusted for income or loss
allocable to the Excess Deferral Amount, determined in a
manner consistent with Internal Revenue Service guidelines.
(b) Distribution of Excess Contributions.
____________________________________
Notwithstanding any other provision of the Plan and to the
extent Tandy elects not to utilize Employer Contributions or
make additional contributions to satisfy the ADP test,
Excess Contributions and income allocable thereto shall be
distributed to Participants on whose behalf such Excess
Contributions were made no later than the last day of the
Plan Year following the Plan Year in which the Excess
Contributions were made. In the event such Excess
Contributions are not distributed within two and one-half (2
1/2) months after the last day of the Plan Year in which
such Excess Contributions arose,
<PAGE>
Section 4979 of the Code may impose a 10 percent excise tax
on the Company with respect to such Excess Contributions.
For purposes of this Section, "Excess Contributions" shall
mean the amount described in Section 401(k)(8)(B) of the
Code. The amount of Excess Contributions distributable to
each Highly Compensated Employee shall be determined by
reducing deferred salary contributions made on behalf of all
Highly Compensated Employees in the following manner: First,
the ADP of the Highly Compensated Employee with the highest
percentage is reduced to the extent necessary to satisfy the
ADP test or is reduced to the level of the Highly
Compensated Employee with the second highest percentage, and
Second, this process is repeated in like manner in
descending order until the ADP test is satisfied and no
Excess Contributions exist.
If the Highly Compensated Employee is one whose ADP is
determined using the family member unit aggregation rules in
accordance with Section 4.9, then the determination of
theamount of Excess Contributions is made as follows: The ADPis
reduced in accordance with the "leveling" method
described in regulation section 1.401(k)-1(f)(2) of the
regulations and Excess Contributions are allocated among the
members of the family unit in proportion to the
contributions of each family member that have been combined.
The Excess Contributions which would otherwise be distributed
to the Participant shall be adjusted for income or loss and
shall be reduced, in accordance with regulations, by the
amount of excess deferrals distributed to the Participant.
The income or loss allocable to Excess Contributions shall be
determined in a manner consistent with Internal Revenue
Service guidelines.
4.11 Distribution of Excess Aggregate Contributions.
______________________________________________
Notwithstanding any other provision of the Plan and to the
extent additional Employer Contributions are not made to
satisfy the ACP Test, Excess Aggregate Contributions and
income allocable thereto shall be distributed to Participants
on whose behalf such Excess Aggregate Contributions were made
no later than the last day of each Plan Year following the
Plan Year in which the Excess Aggregate Contributions were
made. In the event such Excess Aggregate Contributions are
not distributed within two and one-half (2 1/2) months after
the last day of the Plan Year in which such Excess
Contributions arose, Section 4979 of the Code may impose a 10
percent excise tax on the Company with respect to such Excess
Aggregate Contributions.
For purposes of this Section, "Excess Aggregate
Contributions" shall mean the amount described in Section
401(m)(6)(B) of the Code (including amounts in excess of the
aggregate limit determined with respect to impermissible
multiple use of the alternate test). The amount of Excess
Aggregate Contributions distributable to each Highly
Compensated Employee shall be determined by reducing Employer
Contributions or Employee contributions, or both, made on
behalf of all Highly Compensated Employees in the following
manner: First, the ACP of the Highly Compensated Employee
with the highest percentage is reduced to the extent
necessary to satisfy the ACP test or is reduced to the level
of the Highly Compensated Employee with the
second highestpercentage, and Second, this process is repeated
in likemanner in descending order
<PAGE>
until the ACP test is satisfied and no Excess Aggregate
Contributions exist.
If the Highly Compensated Employee is one whose ACP is
determined using the family member unit aggregation rules in
accordance with Section 4.9, then the determination of the
amount of Excess Aggregate Contributions is made as follows:
The ACP is reduced in accordance with the "leveling" method
described in regulation section 1.401(m)- 1(e)(2) of the
regulations and Excess Aggregate Contributions are allocated
among the members of the family unit in proportion to the
contributions of each family member that have been combined.
The Excess Aggregate Contributions which would otherwise be
distributed to the Participant shall be adjusted for income
or loss allocable to such Excess Aggregate Contributions
determined in a manner consistent with Internal Revenue
Service guidelines.
4.12 Forfeiture or Distribution of Contributions When
________________________________________________
Excess Deferral or Excess Contribution Occurs.
_____________________________________________ In the event
the deferred salary contribution to which an Employer
Contribution relates is distributed pursuant to Section 4.11,
the related Employer Contribution, at the option of Tandy,
will be either (1) forfeited and allocated as provided in
Section 6.14(e) or (2) if the Employer Contributions are
vested, distributed in the manner set forth in Section 4.11
as if such contribution were an Excess Aggregate
Contribution.
4.13 Conclusiveness of Determination of Contributions.
________________________________________________
Neither the Trustee nor the Committee shall be under any duty
to inquire into the correctness of the amounts contributed
and paid over to the Trustee by Employer in accordance with
the Plan nor shall the Trustee or the Committee or any other
person be under any duty to enforce the payment of the
contributions to be made under the Plan; and the
determination by Tandy of contributions hereunder shall befinal
and conclusive upon all persons.
4.14 Reversion and Diversion.
_______________________
(a) Reversion.
_________ Contributions made under this Plan
by the Employer and deferred salary contributions made on
behalf of Participants by the Employer are conditioned
hereby upon the deductibility thereof under Section 404 of
the Code. To the extent that part or all of the deduction
for any contribution is disallowed, then such contribution
or portion of a contribution may be returned to the Employer
within one year after the date of disallowance of the
deduction; provided, however, that any deferred salary
contributions for which a deduction is disallowed shall be
returned to the respective Participant. Except as otherwise
specified in this Section and Section 4.8, the Employer may
not recover any part of the contributions made to this Plan.
The provisions of Section 4.14(b) shall not prevent the
application and implementation of this Section 4.14(a).
(b) Diversion.
_________ No part of the Trust Fund created by
this Plan, except as required to pay taxes and
administrative expenses, shall be used or diverted to
purposes other than for the exclusive benefit of the
Participants or their beneficiaries or estates.
<PAGE>
ARTICLE V
ACCOUNTS AND VALUATION
5.1 Participant's Accounts.
_______________________ The Trustee shall establish
and maintain the Trust Fund. The Company has appointed a
recordkeeper to establish and maintain Accounts in the name
of each Participant. All Contributions shall be allocated to
each such Participant pursuant to the provisions of Section
5.2 hereof.
5.2 Accounts.
________
(a) Participants' Contributions.
___________________________ The Trustee as of each
payroll period for which the Participant shall makedeferred
salary contributions, shall allocate to theDeferred Salary
Account of each Participant, the contributions of that
Participant for such payroll period, expressed in dollars.
(b) Employer's Contributions.
________________________ The Trustee will
maintain the account of Employer Contributions made prior to
October 1, 1990 in the Company Account. Employer
Contributions will be expressed in dollars.
(c) Voluntary Contributions.
_______________________ The Trustee will
maintain the account of voluntary contributions previously
made by Plan Participants. The voluntary contributions will
be held in the Voluntary Account and shall be expressed in
dollars.
(d) Profit Sharing Contributions.
____________________________ The Trustee as of
March 31st of each year beginning after January 1, 1996 will
allocate any profit sharing contribution designated to be
made to the Profits Sharing Account made by the Employer to
the Profit Sharing Account of Participants.
(e) Employer ESOP Contributions.
___________________________ The Trustee as of
March 31st of each Plan Year shall allocate the shares of
Company Stock released by the Employer ESOP Contributions to
the ESOP Account of Participants and any remaining Employer
ESOP Contributions shall be allocated to the ESOP Account.
(f) Rollover Contributions.
______________________ The Trustee will
maintain the account of Rollover Contributions made by a
Participant from another qualified 401(k) plan of a former
employer. The Rollover Contributions will be held in the
Rollover Account and shall be expressed in dollars.
5.3 Valuation of Accounts.
_____________________ The Participant's Account
value is based on the fair market value of all investments
less liabilities in the Participant's Account which are held
in the Trust Fund. The value of any securities constituting
Company Stock as of any date shall mean:
(a) In the case of securities listed on a
national exchange: (i) for statement purposes the closing
price of such securities; (ii) for purchase and sale on the
open market purposes the price at which the securities may be
purchased or sold; or (iii) for purposes of the initial
valuation of Company common stock received from the Company
in exchange for securities not listed on a national
securities exchange the average of the high and low prices
<PAGE>
of such securities, for the Valuation Date on the New York
Stock Exchange (or such national exchange as shall be
designated by the Committee in the event a security is not
traded on the New York Stock Exchange; for purposes of this
Subsection, a system sponsored by a national securities
association registered under Section 15A(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") shall be
deemed to be a national exchange).
(b) In the case of securities not listed on a
national exchange, the fair market value as determined in
good faith and in accordance with regulations prescribed by
the Secretary of the Treasury. Such fair market value shall
be determined by an independent appraiser, pursuant to
Section 401(a)(28)(C) of the Code.
Notwithstanding any other provision of the Plan, to the
extent that Participants' Accounts are invested in mutual
funds or other assets for which daily pricing is available
("Daily Pricing Media"), and the balance of each Account
shall reflect the results of such daily pricing from the time
of actual receipt until the time of distribution. Investment
elections and changes pursuant to Section 5.4 shall be
effective upon receipt of the funds by the Daily Pricing
Media. References elsewhere in the Plan to the investment of
contributions "as of" a date other than that described in
this Section shall apply only to the extent, if any, that
assets of the Trust Fund are not invested in Daily Pricing
Media.
5.4 Investments.
___________
(a) Deferred Salary Account - Participants'
Deferred Salary Accounts will be invested in increments of
5% in Company Stock and/or any of the Investment Funds made
available to Participants by the Committee, as the
Participant may direct. Except as provided elsewhere in this
Section 5.4, if a Participant fails to direct the investment
of assets in this account, the undirected assets will be
invested in the investment with the lowest risk of principal
loss available to Participants in the Plan.
(b) Company Account - Participants' Company
Accounts will be invested solely in Company Stock and/or a
Participant Loan.
(c) Voluntary Account - Participants' Voluntary
Accounts will be invested in increments of 5% in Company
Stock and/or any of the Investment Funds made available to
Participants by the Committee, as the Participant may
direct. Except as provided elsewhere in this Section 5.4, if
a Participant fails to direct the investment of assets in
this account, the undirected assets will be invested in the
investment with the lowest risk of principal loss available
to Participants in the Plan.
(d) Profit Sharing Account - Participants' Profit
Sharing Accounts will be invested solely in Company Stock
and/or if vested a Participant Loan.
(e) Rollover Account - Participants' Rollover
Accounts will be invested in increments of 5% of Company
Stock and/or any Investment Funds made available to
Participants by the Committee, as the Participant may
direct. Except as provided elsewhere in
<PAGE>
this Section 5.4, if a Participant fails to direct the
investment of assets in this account, the undirected assets
will be invested in the investment with the lowest risk of
principal loss available to Participants in the Plan.
(f) ESOP Account - Participants' ESOP Accounts
will be invested in Company Stock and any other investments
determined by the Committee.A Participant may change his
investment selections or percentage of any account invested in
any Investment Fund on a daily basis. The Plan is intended to
constitute a plan described in Section 404(c) of ERISA. As a
result, the fiduciaries of the Plan may be relieved of
liability for any losses which are the direct and necessary
result of investment selections given by Participants and
Beneficiaries. The Committee shall develop the procedures
necessary to satisfy the regulations under Section 404(c) of
ERISA.
When the DIP and the TESOP merge into the Plan, each
Participant will be eligible to direct investment of his
Accounts. Notwithstanding any other provision of this
Section, in the event no investment direction was received
from a Participant at the time of the merger, the
Participant's Deferred Salary and Voluntary Accounts will
remain invested in Company Common Stock. Any loan of a
Participant outstanding at the time of the merger shall be
treated as a pro rata investment of the Participant's
Deferred Salary, Voluntary, and Company Accounts, as
applicable. Any repayment of the loan will be allocated pro
rata to each such Account.
After the Effective Date of the Plan a Participant shall
direct which of his Accounts will be used to fund the
Participant Loan. Repayment of Participant Loans originating
after the Effective Date shall be invested proportionately
into the Accounts used to fund said loan.
5.5 Valuation of the Trust Fund and Reports.
_______________________________________ The
Trustee as of each quarter end Valuation Date shall determine
the net worth of the assets of the Trust Fund and report such
value to the Committee in writing. In determining such net
worth, the Trustee shall evaluate the assets of the Trust
Fund at their fair market value as of such Valuation Date and
shall deduct all expenses properly chargeable against the
Trust Fund under the terms of this Plan. The Recordkeeper
will specifically maintain separate records as to the total
value of each Participant's Accounts. Within a reasonable
period of time after the end of each calendar quarter, the
Recordkeeper shall notify each Participant of his total
account value as of the end of the calendar quarter which will
include the employee's contribution and the
employer'scontribution.
5.6 Allocation of Cash Dividends.
____________________________
(a) In General.
__________
(1) The Committee shall determine the
disposition of cash dividends on shares of Company Stock
held in the Trust Fund. Cash Dividends paid with respect to
Tandy common stock held in a Participant's Accounts are
allocated to such Accounts as earnings and invested
pursuant to Section 5.4.
<PAGE>
(2) Cash dividends paid with respect to Company
Stock acquired with the proceeds of an Exempt Loan shall,
unless otherwise directed by the Committee, be used to make
payments of principal and/or interest on such Exempt Loan.
(3) Cash dividends not used to pay any portion of
an Exempt Loan shall be allocated to the ESOP Accounts of
Participants, Inactive Members, former Participants, Retired
Participants and Beneficiaries. The Committee shall
determine whether such dividends shall be used to purchase
shares of Company Stock. Shares of Company Stock purchased
with such dividends shall be allocated to Participants' ESOP
Accounts. Notwithstanding the foregoing provisions of this
Paragraph (3), at the discretion of Tandy, such dividends may
be --
(i) Paid by Tandy in cash to Participants,
Inactive Members, former Participants,
Retired Participants or Beneficiaries; or
(ii) Paid by Tandy to the Trust Fund and
distributed from the Trust Fund to
Participants, Inactive Members, former
Participants, Retired Participants or
Beneficiaries not later than 90 days after the
close of the Plan Year in which paid.
(b) Cash dividends allocated or distributed under Subsection
(a)(3) shall be distributed to, or allocated tothe Accounts of,
each Participant, Inactive Member, former Participant, Retired
Participant or Beneficiary who had one or more shares of
Company Stock allocated to his ESOP Account as of the last day
of the Plan Year in which the dividend was paid. Each such
Participant, Inactive Member, former Participant,
Retired Participant or Beneficiary shall receive
(or have allocated to his Account) a fraction of the total
cash dividends distributed or allocated. The fraction shall
have a numerator equal to the number of whole and fractional
shares of Company Stock allocated to his Account as of the
last day of the Plan Year (disregarding allocations made as
of the last day of such Plan Year), and a denominator equal
to the total number of whole and fractional shares of Company
Stock held in the Trust Fund and allocated to the Accounts of
all Participants, Inactive Members, former Participants,
Retired Participants and Beneficiaries as of the last day of
the Plan Year (disregarding allocations made as of the last
day of such Plan Year).
(c) If cash dividends on shares of Company Stock allocated
to the ESOP Accounts of Participants, Inactive Members,
former Participants, Retired Participants and Beneficiaries
are used during a Plan Year to make payments on an Exempt
Loan, then a fraction of a portion of the shares of Company
Stock released from the Suspense Account for such Plan Year
as a result of payment of interest and/or principal on Exempt
Loans shall be allocated to the ESOP Account of each
Participant, Inactive Member, former Participant, Retired
Participant or Beneficiary who had shares of Company Stock
<PAGE>
allocated to his ESOP Account as of the date the cash
dividend was paid. The fraction shall have a numerator equal
to the number of whole and fractional shares of Company Stock
allocated to his ESOP Account on the last day of the Plan
Year (disregarding allocations made as of the last day of
such Plan Year) during which the dividend is paid, and a
denominator equal to the total number of whole and fractional
shares of Company Stock held in the Trust Fund and allocated
to the ESOP Accounts of Participants, Inactive Members,
former Participants, Retired Participants and Beneficiaries
as of the last day of such Plan Year (disregarding
allocations made as of the last day of such Plan Year).
Suchfraction shall be multiplied by a number of whole
and fractional shares of Company Stock equal to the lesser of
(1) all shares so released from the Suspense Account for the
Plan Year during which the payment on the Exempt Loan was made
or (2) the number of shares of Company Stock equal in value (as
of the Valuation Date for such Plan Year) to the amount of
cash dividends used during such Plan Year to make payments on
Exempt Loans. To the extent that clause (1) of the preceding
sentence applies, the Employer shall contribute an additional
amount such that each Participant shall receive an allocation
after the application of the preceding sentence equal to the
difference between the dollar amount of the cash dividends
allocated to his ESOP Account used to repay the Exempt Loan
and the value of the Company Stock allocated to his ESOP
Account under the preceding sentence.
(d) If cash dividends on shares of Company Stock held in
the Suspense Account are used to make payments on an Exempt
Loan, then shares of Company Stock released from the Suspense
Account as a result of the payment that are not allocated
pursuant to Section 5.6(c) shall be allocated in the manner
described in Section 4.5.
(e) In the event more than one class of Company Stock is
held by the Trust Fund, the distribution or allocation of
cash dividends on Company Stock, pursuant to Subsection (b)
of this Section, with respect to each class of Company Stock
shall be carried out separately, taking into account only the
number of whole and fractional shares of the appropriate
class of Company Stock allocated to ESOP Accounts of
Participants, Inactive Members, former Participants, Retired
Participants and Beneficiaries.
(f) Stock dividends shall be allocated to Participants'
ESOP Accounts in the manner described in this Section 5.6.
5.7 Diversification of Investments.
______________________________
(a) Definitions For purposes of this Section:
___________
(1) "Qualified Election Period" for a Participant
shall mean the six consecutive Plan Years which begin with
the first Plan Year during which the Participant became a
Qualified Participant; and
(2) "Qualified Participant" shall mean a Participant
who has reached at least age 55 and completed at least 10
years of participation in the ESOP.
(b) Election by Qualified Participant
_________________________________ Within 90 days
after the close of each Plan Year during the Qualified
Election Period, each Qualified Participant may direct the
Trustee as to the investment of at least 25 percent of his
ESOP Account, to the
<PAGE>
extent that portion of his Accounts
exceeds the amount to which any prior election under this
Section applies. In the last Plan Year to which an election
under this Section applies, "50 percent" shall be substituted
for "25 percent" in the preceding sentence.
(c) Method of Directing Investment
_______________________________ The Qualified
Participant's direction shall be provided to the Committee in
writing or by telephone to the Trustee; shall be effective no
later than 180 days after the close of the Plan Year to which
the direction applies; and shall specify which, if any, of
the Investment Funds made available by the Committee the
Qualified Participant selects. The amount of a Qualified
Participant's Accounts subject to a direction shall be
maintained in a Participant's ESOP Account.
ARTICLE VI
VESTING AND DISTRIBUTION OF BENEFITS
6.1 General Provisions.
__________________ Except as provided in Article VIII
hereof, relating to termination of this Trust Fund, a
Participant's Accounts in the Trust Fund shall vest and shall
be distributed as provided herein.
6.2 Vested Percentage in Accounts.
_____________________________
(a) General Rule A Participant is always 100% vested in
hisDeferred Salary Account, Company Account, Voluntary
Account,and Rollover Account. An Eligible Employee who is in
the service of an Employer on September 30, 1990 and who
elected to become a Participant of the Plan, shall have a fully
vested interest in his ESOP Account and Profit Sharing
Account at all times. Subject to Paragraph (b), in the case
of any other Participant, such Participant's interest in his
ESOP Account and Profit Sharing Account shall be fully
forfeitable until the occurrence of the earlier of the
following, at which time his interest in his ESOP Account and
Profit Sharing Account shall become fully vested:
(1) Completion of five (5) Years of Service; or
(2) Completion of three (3) years of participation for
which the Participant makes Deferred Salary Contributions to
the Plan.
(b) Notwithstanding Paragraph (a), a Participant's interest
in his ESOP Account and Profit Sharing Account is fully
vested on the earlier of:
(1) His Normal Retirement Date, if he reaches his Normal
Retirement Date while in the service of the Company,
(2) His Total and Permanent Disability, if he becomes
Totally and Permanently Disabled while in the service of the
Company, or
(3) His death, if he dies while in the service of the
Company.
6.3 Full Vesting Upon a Change in Control.
_____________________________________ Notwithstanding
any other provision herein, all Participants shall have a
fully vested
<PAGE>
interest in their Accounts hereunder upon the
occurrence of a Change in Control (as defined in Section
12.2).
6.4 Retirement.
__________ Any Participant who while actively employed
by the Company, shall attain the age of sixty-five (65),shall
become eligible to retire on his 65th birthday.However, such
Participant may postpone his retirement date, in which event
such Participant shall continue to participate in the Plan in
accordance with all terms and conditions specified herein;
provided, however, that distributions under this Plan shall
commence not later than the April 1st following the close of
the calendar year in which the Participant attains age 70-1/2.
The Committee in accordance with the provisions of this Article
VI shall direct the Trustee to distribute to such Participant
the value of his vested Accounts as determined under the
provisions of this Article VI.
6.5 Timing of Valuation of Participant's Account.
____________________________________________ In the
event of retirement, Total and Permanent Disability,
termination of employment, or withdrawal (other than a
withdrawal pursuant to Section 6.6 (d) and (f)) from the
Plan, the value of a Participant's Accounts shall be the
value determined under Section 5.3 of all investments in the
Participant's Accounts as of the Valuation Date coincident
with the date of Distribution which is the effective date of
a written notice of withdrawal (i.e. the date the notice is
received unless another date is indicated in the notice),
except that, if the Participant's Account value is under
$3,500 the Valuation Date is the last business day of each
calendar quarter. Provided, however, (a) if a Participant is
to receive a distribution under Section 6.6(d) or (f), then
the Valuation Date for such distribution, if under Section
6.6 (f) only as to the ESOP Account and the Deferred Salary
Account, shall be the last day of the month coincident with
or immediately following the effective date of a written
notice of withdrawal, and (b) if a Participant is to receive
a distribution from his ESOP Account and will also receive an
allocation to his ESOP Account on or after the Valuation Date
used for such distribution, then such allocation (if to be
distributed as part of such distribution) shall be
distributed as of the Valuation Date immediately following
the allocation Valuation Date.
6.6 Distribution Upon Withdrawal From the Plan During
_________________________________________________
Employment.
__________
(a) Voluntary Account.
_________________ A Participant may withdraw all of
the value of his Voluntary Account by filing a written notice
with the Trustee. In this event, however, he shall be deemed
to have suspended participation in the Plan for a period of
months, and all deferred salary contributions shall be
suspended. The effective date of such written notice shall
be the date the notice is received by the Trustee or a date
subsequent thereto if the Participant so states in the
written notice.
(b) Company Account.
_______________ After five (5) year of participation
in the Plan (including participation in the DIP and TESOP), a
Participant may withdraw all of the value of his Company
Account by filing a written notice with the Trustee;
provided, however, that effective April 1, 1989, a
Participant may not withdraw any Employer Contributions (or
earnings thereon) which are treated as deferred salary
contributions for purposes of satisfying the Actual Deferral
Percentage test for a Plan Year beginning after March 31,
1989. In this event, however, he shall be deemed to have
suspended participation in the Plan for a period of 12
months, and all
<PAGE>
deferred salary contributions shall be suspended. The effective
date of such written notice shall be the date the notice is
received by the Trustee or a date subsequent thereto if the
Participant so states in the written notice.
(c) Profit Sharing Account.
______________________ After five (5) years of
participation in the Plan (including participation in the DIP
and the TESOP), a Participant may withdraw all of the vested
balance of his Profit Sharing Account by filing a written
notice with the Trustee. In this event, however, he shall be
deemed to have suspended participation in the Plan for a
period of 12 months, and all deferred salary contributions
shall be suspended. The effective date of such written notice
shall be the date the notice is received by the Trustee or a
date subsequent thereto if the Participant so states in the
written notice.
(d) ESOP Account.
____________ After five (5) years of participationin the
Plan (including before the Effective Date, only participation
in the TESOP), a Participant may withdraw all of the vested
balance of his ESOP Account by filing a written notice with the
Trustee. In this event, however, he shall be deemed to have
suspended participation in the Plan for a period of 12 months,
and all deferred salary contributions shall be suspended. The
effective date of such written notice shall be the date the
notice is received by the Trustee or a date subsequent thereto
if the Participant so states in the written notice.
(e) Rollover Account.
________________ A Participant may withdraw all of
the value of his Rollover Account by filing written notice
with the Trustee. In this event, however, he shall be deemed
to have suspended participation in the Plan for a period of
12 months, and all deferred salary contributions shall be
suspended. The effective date of such written notice shall be
the date the notice is received by the Trustee or a date
subsequent thereto if the Participant so states in the
written notice.
(f) Hardship Withdrawals.
_____________________ A Participant may withdraw all
or such portion of the value of his Deferred Salary Account
and the vested balance, if any, in his ESOP Account and
Profit Sharing Account as may be required to satisfy a
Financial Hardship for which other sources of payment are not
reasonably available by filing a written notice with the
Trustee. The effective date of such written notice shall be
the date the notice is received by the Trustee or a date
subsequent thereto if the Participant so states in the
written notice.
A distribution on account of Financial Hardship can only be
made if the distribution is made to satisfy an immediate and
heavy financial need of the employee and is necessary to meet
such financial need. As used herein the term "Financial
Hardship" shall mean: (1) expenses for "medical care" (as
described in Section 213(d) of the Code) which are either (a)
previously incurred by the Participant, the Participant's
spouse, children or any dependents (as defined in Section 152
of the Code) of the Participant or (b) necessary for the
foregoing persons to obtain medical care; (2) the need forfunds
for the purchase of a principal residence of theParticipant
(excluding mortgage payments); (3) payment of tuition and
related educational fees for the next 12 months of
<PAGE>
post-secondary education for the Participant or the
Participant's spouse, children or dependents (as defined in
Section 152 of the Code); or (4) the need for funds to
prevent the eviction of the Participant from his principal
residence or to prevent foreclosure on the mortgage of the
Participant's principal residence.
A distribution will be deemed to be necessary as a Financial
Hardship withdrawal if both of the following requirements are
met: (1) the distribution is not in excess of the amount
needed to satisfy the Financial Hardship plus any amounts
necessary to pay any federal, state or local taxes or
penalties reasonably anticipated to result from such payment;
and (2) the Participant has obtained all loans and
distributions, other than hardship distributions, under all
plans of the Company. If as a result of the preceding
sentence, a Participant must request a distribution of his
ESOP Account under this Section 6.6, the value of the ESOP
Account shall be the value on the Valuation Date coincident
with or immediately preceding the effective date of the
Participant's written notice to the Trustee, regardless of
the Valuation Date used for purposes of such distribution.
In the event of a withdrawal from his Deferred Salary
Account, the Participant may not renew participation in this
Plan for a period of twelve (12) months from the date of
distribution of the withdrawal.
In the event of a withdrawal from his Deferred Salary
Account, the Participant may not make deferred salary
contributions during the calendar year immediately following
the year of the hardship distribution which are in excess of
the applicable limit under Code Section 402(g) for such next
calendar year less the amount of such Participant's deferred
salary contributions for the year of the hardship
distribution.
In no event shall any earnings on deferred salary
contributions made after December 31, 1988, or any
additional Employer Contributions made to ensure the limitations
of subsection 4.9 are met, be withdrawn under this Section.
(g) The Trustee shall distribute any proceeds due under
this Section next above by single sum payment in cash. Each
Participant's account shall be valued in accordance with the
provisions of Section 6.5.
6.7 Distribution Upon Withdrawal From The Plan Because of
_____________________________________________________
Termination of Employment.
_________________________ Unless otherwise provided in the
Plan, in the case of benefits payable to any Participant
whose service ends prior to his Normal Retirement Date,
benefit payments will be made or begin as soon as practicable
after the Valuation Date coincident with or immediately
following the Participant's Normal Retirement Date. A
Participant or Beneficiary shall receive a distribution from
the Plan, as provided for herein, as soon as practicable
after the earlier of:
a) the last day of the quarter in which a Participant's
participation in the Plan ceases to be effective, provided
the Participant's account balance is under $3,500 (see
Section 6.8); or
<PAGE>
b) the date the Participant's withdrawal election form is
received by the Trustee, unless another date is indicated in
the withdrawal form;
and provided that the Participant has not been employed or
reemployed by a Participating Company prior to the date of
payment of the distribution. For purposes of this Section 6.7
the trust will be valued on the date provided in Section 6.7
a) or b).
A) Participation Ceases To Be Effective:
____________________________________ Upon a
Participant's retirement, Total and Permanent Disability, or
termination of employment, a Participant's participation in
the Plan shall cease to be effective as of his payroll
termination date; in the event of death of the Participant,
participation shall cease to be effective as of the
firstpayroll date following the end of the quarter in which
thetrust is notified that death has occurred.
B) Election Form:
_____________ The Participant or Beneficiary may file
with the Trustee a written election form requesting one of
the four following methods of payment to be used in
distribution of such Participant's account. An election form
consenting to an immediate distribution and specifying one of
the methods of distribution, stated below, is required if a
Participant's vested Account exceeds $3,500, and he wishes to
withdraw at any time before the later of age 65 or his
retirement as provided in Section 6.4.
The Committee shall then direct the Trustee to distribute
to such Participant or his Beneficiary, as may be
appropriate, the value of his vested Accounts. Provided,
however, in the event there are conflicting claims to a
Participant's Accounts or in the event the Committee, for any
reason, shall be in doubt as to its right to direct payment
of any amount to any Participant, Beneficiary or
Beneficiaries, the Committee may direct the Trustee to hold
the Participant's Accounts, without liability for any
interest thereon, until the rights thereto shall have been
judicially determined or the Committee may direct the Trustee
to pay such account into a court of competent jurisdiction,
such Accounts to be distributed by such court after a
judicial determination of the rights thereto.
The alternative methods which may be used in payment of a
Participant's Accounts are:
(1) Single sum payment in cash;
(2) Payment in monthly installments over any
designated period of years, not to exceed ten (10) years (or
the Participant's actuarial life expectancy, if lesser),
with any unpaid balance at the date of Participant's death
to be payable in a single sum to the surviving Beneficiary
or, if none, to his estate. The amount of the installments
shall be as determined under Section 6.5 so that the
Participant's Accounts in the Plan shall be reduced by the
dollar value of any payments made. The balance of
Participant's account shall remain as a part of the Trust
Fund until full distribution is made;
(3) By requesting the Trustee to distribute the vested
value of such Participant's Accounts to an annuity company
<PAGE>
specified by the Participant for the purchase of an annuity
contract of such type and kind as may be specified by a
Participant under which such Participant shall receive a
regular equal monthly income. The annuity contract must be
for at least two (2) years, but not to exceed a fifteen (15)
year period of time (or a period of time equal to the
Participant's actuarial life expectancy, if lesser) and
shall provide that upon the Participant's death any unpaid
balance shall be payable to the Beneficiary.
In the case of a married Participant who elects to have his
account paid in the form of an annuity, unless the
Participant makes a valid waiver election (as hereinafter
described), his vested Accounts will be distributed in the
form of a qualified joint and survivor annuity. A qualified
joint and survivor annuity is an annuity payable for the
life of the Participant, with provision for a survivor
annuity payable for the life of the Participant's spouse
equal to at least 50% of the amount payable during the joint
lives of the Participant and the spouse. At any time during
a ninety-day period prior to the date payments commence to a
Participant under this subsection (c)(3), such Participant
may make a waiver election to forego the qualified joint and
survivor annuity and elect an alternate form of payment,
provided the Participant's spouse consents in writing to the
waiver election (either as to a specific form of payment or
in general as to all available forms of payment), such
consent acknowledges the effect of the election, and a
notary public or a member of the Committee witnesses the
spouse's consent. The spouse's consent shall be irrevocable
unless the Participant revokes his waiver election during
the above ninety-day period; or
(4) Distributions in Company Stock:
(i) ESOP.
____ A combination of a single sum payment in
cash and shares of Company Stock. The maximum number of
shares of Company Stock shall be the number of shares ofCompany
Stock (as defined under Section 1.7(a)) representedby the value
of the vested balance of the Participant's ESOP Account reduced
by any amounts diversified pursuant to Section 5.7; provided
that the value of any fractional shares shall be paid in cash.
(ii) Non-ESOP.
________ A combination of a single sum
payment in cash and shares of Company Stock. The maximum
number of shares of Company Stock to be received by the
Participant shall be the number of shares allocated to such
Participant's vested Accounts, if any.
6.8 Dormant Plan Participation.
__________________________ Upon termination of active
participation in the Plan due to termination of employment,
Total and Permanent Disability, retirement prior to age 70 or
notice of intent to discontinue any future contributions to
the Plan, a Participant or the Beneficiary of a deceased
Participant, or an Alternate Payee under Section 9.4, whose
combined accounts exceed $3,500 will remain in the Plan as a
dormant Plan Participant unless written request to withdraw
with a waiver of the dormant Plan Participant's right to
remain in the Plan is received in accordance with Section
6.7. As a dormant Plan
<PAGE>
Participant no further contributions by the Participant or the
Employer will be made into the Plan. A dormant Plan Participant
may elect to withdraw from the Plan (see Section 6.7 for Manner
and Media of Payment of Benefits) at any time until April 1st
of the year after the year in which the dormant Plan
Participant reaches age 70-1/2, when a withdrawal must be made.
A Beneficiary or Alternate Payee, who is not the Spouse, or
former spouse under a qualified domestic relations order, must
withdraw from the Plan as a dormant Plan Participant no later
than the end of four full calendar quarters following the end
of the calendar quarter in which occurred the event allowing
eligibility to participate as a dormant Plan Participant. The
valuation, time of payment and methods of payment of a
dormant Plan Participant's account at time of withdrawal
shall be the same as for any other Participant.
6.9 Date of Payment.
_______________ The payments due a Participant
or Beneficiary under Article VI, shall be paid as soon as
reasonably possible following the applicable Valuation Date.
6.10 Limitations on Timing.
_____________________ Notwithstanding any other
provision of the Plan to the contrary, distributions must
occur at least as rapidly as required under this Section
6.10.
(a) A Participant's interest in the Plan shall be
distributed or commence to be distributed to him no later
than the Required Beginning Date based on the vested balance
in his Accounts as of the Valuation Date coinciding with or
immediately preceding the Required Beginning Date.
(b) All distributions required under this Article VI shall
be determined and made in accordance with the Proposed
Regulations under Section 401(a)(9) of the Code including the
minimum distribution incidental benefit requirement of
Section 1.401(a)(9)-2 of the Proposed Regulations.
(c) As of the first Distribution Calendar Year,
distributions, if not made in a single sum, may only be made
over one of the following periods (or a combination thereof:
(1) the life of the Participant,
(2) the life of the Participant and a designated
Beneficiary,
(3) a period certain not extending beyond the life
expectancy of the Participant, or
(4) a period certain not extending beyond the joint
and last survivor expectancy of the Participant and a
designated Beneficiary.
(d) If the Participant's interest is to be distributed in
other than a single sum, the following minimum distribution
rules shall apply on or after the Required Beginning Date:
(1) If a Participant's interest is to be distributed
over (1) a period not extending beyond the life expectancy
of the Participant or the joint life and last survivor
expectancy of the Participant and the Participant's
<PAGE>
designated Beneficiary or (2) a period not extending beyond
the life expectancy of the designated Beneficiary, the
amount required to be distributed for each calendar year,
beginning with distributions for the first Distribution
Calendar Year, must at least equal the quotient obtained by
dividing the Participant's Benefit by the applicable life
expectancy.
(2) For calendar years beginning before January 1,
1989, if the Participant's spouse is not the designated
Beneficiary, the method of distribution selected must assure
that at least 50% of the present value of the amount
available for distribution is paid within the life
expectancy of the Participant.
(3) For calendar years beginning after December 31,
1988, the amount to be distributed each year, beginning with
distributions for the first Distribution Calendar Year shall
not be less than the quotient obtained by dividing the
Participant's Benefit by the lesser of (1) the Applicable
Life Expectancy or (2) if the Participant's spouse is not
the designated Beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 of Section
1.401(a)(9)-2 of the Proposed Regulations. Distributions
after the death of the Participant shall be distributed
using the Applicable Life Expectancy in Subsection
6.10(d)(1) above as the relevant divisor without regard to
Proposed Regulations Section 1.401(a)(9)-2.
(4) The minimum distribution required for the
Participant's first Distribution Calendar Year must be made
on or before the Participant's Required Beginning Date. The
minimum distribution for other calendar years, including the
minimum distribution for the Distribution Calendar Year in
which the Employee's Required Beginning Date occurs, must be
made on or before December 31 of that Distribution Calendar
Year.
(e) If the Participant's Benefit is distributed in the
form of an annuity purchased from an insurance company,
distributions thereunder shall be made in accordance with
the requirements of Section 401(a)(9) of the Code and the
proposed regulations thereunder.
(f) If a participant dies after distribution of his or her
benefit under the Plan has commenced, the remaining portion
of such benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior
to the participant's death.
(g) If the Participant dies before distribution of his or
her benefit commences, the Participant's entire interest will
be distributed no later than the December 31 of the calendar
year which contains the fifth anniversary of the date of the
Participant's death except to the extent that an election is
made to receive the distribution in accordance with Paragraph
(1) or (2) below:
<PAGE>
(1) if any portion of the Participant's interest is
payable to a designated Beneficiary, distributions may be
made in substantially equal installments over the life or
over a period certain not greater than the life expectancy
of the designated Beneficiary commencing no later than the
December 31 of the calendar year following the calendar year
of the Participant's death;
(2) if the designated Beneficiary is the Participant's
surviving spouse, the date distributions are required to
begin shall not be earlier than the December 31 of the
calendar year in which the Participant would have attained
age 70-1/2, or, if later, the December 31 of the calendar
year following the calendar year in which the Participant
dies, and, if the spouse dies before payments begin,
subsequent distributions shall be made as if the spouse had
been the Participant.
If the Participant's designated Beneficiary does not elect a
method of distribution by the earlier of (1) the December 31
of the calendar year in which distributions would be
required to begin under (1) or (2) of this Subsection
6.10(g), or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the
Participant, the Participant's entire interest will be
distributed no later than the December 31 of the calendar year
which contains the fifth anniversary of the Participant's
death.
For purposes of this Subsection 6.10(g), any amount paid to
a child of the Participant will be treated as if it had been
payable to the surviving spouse when the child reaches the
age of majority.
(h) For purposes of this Section 6.10, payments will be
calculated by use of the return multiples specified in
Treasury Regulation Section 1.72-9. Life expectancy of a
Participant, or his surviving spouse, or both, may be
recalculated annually; provided, however, that if such
Participant or his surviving spouse do not elect to have his
or her life expectancy recalculated, it shall not be
recalculated; provided further, in the case of any other
designated Beneficiary, such life expectancy shall be
calculated at the time payment first commences without
further recalculation.
(i) For purposes of this Section 6.10, the following terms
shall have the following meanings:
(1) "Applicable Life Expectancy" means the life
expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or
designated Beneficiary) as of the Participant's (or
designated Beneficiary's) birthday in the applicable
calendar year reduced by one for each calendar year which
has elapsed since the date life expectancy was first
calculated. If life expectancy is being recalculated, the
Applicable Life Expectancy shall be the life expectancy as
so recalculated. The applicable calendar year shall be the
first Distribution Calendar Year, and if life expectancy is
being recalculated such succeeding calendar year.
<PAGE>
(2) "Distribution Calendar Year" shall mean a calendar
year for which a minimum distribution is required. For
distributions beginning before the Participant's death, the
first Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the
Participant's Required Beginning Date. For distributions
beginning after the Participant's death, the first Distribution
Calendar Year is the calendar year in which distributions are
required to begin pursuant to Subsection
6.10(g) above.
(3) "Participant's Benefit" shall mean the Account as
of the last Valuation Date in the calendar year immediately
preceding the Distribution Calendar Year (Valuation Calendar
Year) increased by the amount of any contributions or
forfeitures allocated to the Account as of dates in the
Valuation Calendar Year after the Valuation Date and
decreased by distributions made in the Valuation Calendar
Year after the Valuation Date; provided, however, that if
any portion of the minimum distribution for the first
Distribution Calendar Year is made in the second
Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made
in the second Distribution Calendar Year shall be treated as
if it had been made in the immediately preceding
Distribution Calendar Year.
(4) "Required Beginning Date" shall mean, for Plan
Years beginning after December 31, 1988, April 1 of the
calendar year following the calendar year in which the
Participant attains age seventy and one-half (70-1/2). For
Plan Years beginning prior to January 1, 1989, "Required
Beginning Date" shall mean April 1 of the calendar year
following the later of: (i) the calendar year in which the
Participant attains age seventy and one-half (70-1/2), or
(ii) the calendar year in which the Participant retires.
Notwithstanding the preceding sentence, for a Participant
who is a five percent (5)) owner within the meaning of Code
Section 416(i) at any time during the five (5) Plan Year
period ending in the calendar year in which such individual
attains age seventy and one-half (70-1/2), "Required
Beginning Date" shall mean April 1 of the calendar year
following the calendar year in which the Participant attains
age seventy and one-half (70-1/2).
6.11 Loans to Participants.
_____________________
(a) In General.
__________ In the sole discretion of the Committee,
the Committee may make a bona fide loan to a Participant, in
an amount which, when added to the outstanding balance of
all other loans to the Participant from all qualified plans
of the Employer, does not exceed the least of $50,000, fifty
percent (50%) of the value of the Participant's vested
Accounts under this Plan, or the sum of the vested balances
in the Participant's Deferred Salary Account, Profit Sharing
Account, Voluntary Account, Company Account or Rollover
Account. The $50,000 cap of this Section shall be reduced by
the excess of the Participant's highest outstanding loan over
the Participant's current outstanding loan balance on the
date of the loan. A loan shall be made under such terms,
security
<PAGE>
interest, and conditions as the Committee deems
appropriate, provided, however, that all loans granted
hereunder:
(1) Are available to all Participants who are actively
employed by the Employer or who are parties in interest (as
such term is defined in Section 3(14) of ERISA) on a
reasonably equivalent basis;
(2) Are not made available to Highly Compensated
Employees, officers, directors and shareholders on a basis
greater than the basis made available to other Participants;
(3) Are made solely from the Participant's Deferred
Salary Account, Profit Sharing Account, Voluntary Account,
Company Account, or Rollover Account.
(4) Are made in accordance with and subject to all of
the provisions of this Section.
(b) Terms and Conditions of Loans.
_____________________________ In addition to the loan
policy described in Section 6.11(c), all loans shall comply
with the following terms and conditions:
(1) An application for a loan by a Participant shall
be made in writing to the Trustee, whose action thereon
shall be final. If a Participant is married, his/her spouse
must consent to the loan.
(2) The period of repayment of any loan shall be six
(6) months (or multiples thereof), but such period shall in
no event exceed five (5) years from the effective date of
the loan. Repayments of any loan granted under the terms of
this Section shall actually be made within such period,
payments shall be made not less frequently than Participants'
scheduled payroll periods, and payment shall be made in level
payments.
(3) Each loan shall bear interest at a rate to be
fixed by the Committee and, in determining the interest
rate, the Committee shall take into consideration interest
rates currently being charged on similar commercial loans by
persons in the business of lending money. The Committee
shall not discriminate among Participants in the matter of
interest rates; but loans granted at different times may
bear different interest rates.
(4) Every Participant receiving a loan hereunder will
receive a statement from the Trustee clearly reflecting the
charges involved in each loan transaction, including the
dollar amount and annual interest rate of the finance
charges. The statement will provide all information
required to meet applicable Truth-In-Lending laws.
(5) The loan shall be treated as an investment of the
Participant. In his loan application each Participant shall
designate which of his Accounts shall be invested in the
loan. Each loan shall be reflected in the Account of the
borrower and such loan note shall be held by the Plan until
such time as the loan has been satisfied in full. See
Section 5.4 for
<PAGE>
investment of the loan payments. In the event that a
distribution is due to the Participant-borrower, the unpaid
loan balance, together with interest thereon, shall become due
and payable and the Committee shall first satisfy any and all
indebtedness from the Participant's account before making any
payment to the Participant or the Beneficiary, if applicable.
(6) No loan shall be made for an amount less than five
hundred dollars ($500).
(7) In addition to the limitations specified in
Section 6.11(a), no loan shall exceed an amount such that
principal and interest on such loan (together with principal
and interest on any other loan outstanding to the
Participant from this Plan or any other qualified defined
contribution plan maintained by the Employer) can be fully
amortized with respect to principal and interest over the
term of such loan by means of a regular payroll period loan
payment which does not exceed twenty-five percent (25%) of
the Participant's regular payroll period earnings.
(8) No loan shall be made to a Participant who has
borrowed twice, from this Plan and/or any other qualified
defined contribution plan maintained by the Employer, during
the twelve (12) month period preceding the date of a loan.
(9) A Participant may prepay all or any portion of a
loan at any time, without penalty for prepayment; provided
that no more than two (2) prepayments can be made on a loan
within any twelve (12) month period.
(10) A Participant must assign and grant to the Plan a
security interest of no more than 50% of the Participant's
vested account, equal to the outstanding loan balance
immediately after the is made to secure his prompt and full
repayment of the loan.
(c) Loan Policy.
___________ The Committee shall establish a
nondiscriminatory loan policy that must be observed in making
loans to Participants. The loan policy must be a written
document and must include: (1) the identity of the persons or
positions authorized to administer the Participant loan
program; (2) a procedure for applying for a loan; (3) the
criteria used in approving or denying a loan; (4) the
limitations, if any, on the types and amounts of loans
available; (5) the procedures used in determining a
reasonable fixed rate of interest; (6) the types of
collateral that may secure the loan; and (7) the events
constituting default and the steps the Plan will take to
preserve Plan assets in the event of default.
6.12 Distribution Limitations Applicable to Deferred Salary
______________________________________________________
Contributions.
_____________ Notwithstanding any provisions to the contrary
herein, no distribution shall be made of any deferred salary
contributions or the earnings thereon prior to the earliest
of the following:
(a) The Employee's retirement, death, disability or
separation from service;
<PAGE>
(b) Termination of the Plan without establishment or
maintenance of another defined contribution plan (other than
an employee stock ownership plan or simplified employee
pension);
(c) The Employee's attainment of age 59 1/2;
(d) The Employee's financial hardship withdrawal under
Section 6.6;
(e) The sale or other disposition by a corporation to an
unrelated corporation of substantially all of the assets used
in a trade or business, but only with respect to Employees
who continue employment with the acquiring corporation and
the acquiring corporation does not maintain the Plan after
the disposition; or
(f) The sale or other disposition by a corporation of its
interest in a subsidiary to an unrelated entity, but only
with respect to Employees who continue employment with the
subsidiary and the acquiring entity does not maintain the
Plan after the disposition.
Items (b), (e) and (f), above, apply only if the distribution
is in the form of a single sum. Items (e) and (f) above,
apply only if the transferor corporation continues to
maintain the Plan.
6.13 Right to Have Accounts Transferred.
__________________________________ Effective January
1, 1993, notwithstanding any provision of the Plan to the
contrary that would otherwise limit an "eligible distributee"
election under this section, an eligible distributee may
elect, at the time and in the manner prescribed by the
Committee, to have any part of an "eligible rollover
distribution" paid directly to an "eligible retirement plan"
specified by the eligible distributee in a "direct rollover."
"Eligible rollover distribution" means any distribution of
all or any part of the Account balances of the eligible
distributee. However, an eligible rollover distribution shall
not include: any installment payments from the Plan if paidfor
ten years or more; any distribution required to bedistributed
because of a Participant's required beginning date; and the
part of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities). "Eligible
retirement plan" means an individual retirement account
described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, or
a qualified trust described in Section 401(a) of the Code, that
accepts the eligible distributee's rollover distribution.
However, in the case of an eligible rollover distribution to a
Participant's surviving spouse, an eligible retirement plan
shall only be an individual retirement account or individual
retirement annuity. An "eligible distributee" means an Employee
or former Employee. In addition, the Employee's or former
Employee's surviving spouse and the Employee's or former
Employee's spouse who is the alternate payee under a qualified
domestic relations order are eligible distributees with
regard to the interest of the spouse or former spouse. A
"direct rollover" means a payment by the Plan to an eligible
retirement plan specified by the eligible distributee.
<PAGE>
6.14 Forfeitures.
___________
(a) Five Consecutive One Year Breaks in Service While
_________________________________________________
an Employee.
___________ If a Participant or Inactive Participant incurs
five consecutive One Year Breaks in Service for any reason
other than retirement, death, termination of service or
Total and Permanen Disability, then the Participant's
unvested Accounts shall be forfeited and allocated to all
other current Participants' Accounts in the manner described
in Subsection (e) as of the last day of the Plan Year in
which the Participant incurred the five consecutive One Year
Breaks in Service.
(b) Upon Termination of Service.
___________________________ If a Participant is not
entitled to a fully vested interest in his Accounts then the
unvested portion of the Participant's Accounts shall
beforfeited and allocated in the manner described in
Subsection(e) as of the last day of the Plan Year in which
occurs the earlier of the distribution of the Participant's
vested Accounts or the day the Participant incurs five
consecutive One Year Breaks in Service.
(c) Reinstatement of Forfeitures.
____________________________ If a Participant
described in Subsection (b) returns to the service of an
Employer and again becomes a Participant, then the forfeited
amount of the Participant's Accounts will be restored if the
Participant returns to the service of the Employer before he
incurs five consecutive One Year Breaks in Service.
(d) Restoration of Forfeited Amounts.
________________________________ If any portion of a
Participant's benefit that was forfeited and reallocated must
be subsequently restored, then to the extent possible, the
amount to be restored shall be allocated to the Participant's
Accounts from current forfeitures. If current forfeitures are
insufficient, the Employer shall contribute,in addition to
Employer Contributions, the amount of cash and shares of
Company Stock that were forfeited and must be restored. This
additional Employer Contribution shall be used to reinstate
the forfeited benefit.
(e) Allocation of Forfeitures.
_________________________ Forfeitures pursuant to
Section 4.12 and this Section shall be calculated for each
Plan Year. All forfeitures for such Plan Year shall first be
used to restore forfeited amounts under Section 6.14(d). If
any forfeitures remain, they shall be allocated as of the
last day of each Plan Year, as Profit Sharing Contributions
if such forfeiture came from a Participant's Profit Sharing
Account or as Employer ESOP Contributions if such forfeiture
came from a Participant's ESOP Account.
(f) Method of Forfeiture.
____________________ If a portion of a Participant's
Accounts is forfeited, Company Stock in the ESOP Account must
be forfeited only after other assets. If interests in more
than one class of Company Stock have been allocated to the
Participant's ESOP Account, then the Participant must be
treated as forfeiting the same proportion of each such
class.
6.15 Duty to Provide Forms and Proofs.
________________________________ Each Participant,
Retired Participant, Disabled Participant and Inactive
Member, each Participant whose service with the Employer
terminates, and the Beneficiary of any such Participant shall
be required to complete such administrative forms
<PAGE>
and furnish such proofs as shall be deemed necessary and
appropriate by the Committee for the purposes of
administering this Plan.
6.16 Duty to Provide Mailing Address.
_______________________________ It shall be the
duty of each Retired Participant, Disabled Participant,
Inactive Member, Participant whose service with the Company
terminates, and the Beneficiary of any such Participant to
keep on file with the Committee a correct mailing address.
6.17 Benefit Payments in the Event of Incapacity.
___________________________________________ If the
Committee finds that any Retired Participant or Disabled
Participant, any Participant whose service with the Company
terminates or any Beneficiary of any such Participant is
unable to care for his affairs because of illness or injury
or is a minor, any payment due may be made to the Spouse,
child, brother, sister or parent of such Participant or
Beneficiary, for his benefit, unless a prior claim shall have
been made by a duly appointed guardian or other legal
representative.
6.18 Put Option.
__________ If the Plan distributes shares of
Company Stock which are not readily tradeable on an
established securities market, the Plan shall provide the
Participant with a put option that complies with the
requirements of Section 409(h) of the Code. The put option
shall exist for 60 days following the date of distribution of
the Company Stock and if the put option is not exercised
within such 60 day period, then another put option of 60 days
shall be provided during the following Plan Year. The put
option shall provide that if a Participant exercises the put
option, Tandy, or the Plan if the Trustee so elects,
shall repurchase the Company Stock under the following terms
and conditions:
(a) If the distribution constitutes a total
distribution of the Participant's ESOP Account, payment of
the fair market value of the Participant's ESOP Account
balance shall be made in five substantially equal annual
payments. The first installment shall be paid not later than
30 days after the Participant exercises the put option. Tandy
or the Plan will pay a reasonable rate of interest and
provide adequate security on amounts not paid after 30 days.
(b) If the distribution does not constitute a total
distribution of the Participant's ESOP Account, Tandy or the
Plan shall pay the Participant an amount equal to the fair
market value of the Company Stock repurchased no later than
30 days after the Participant exercises the put option.
Except as provided in this Section, no Company Stock acquired
with the proceeds of an Exempt Loan may be subject to a put,
call (other than a call described in Section 409(1)(3) of the
Code) or other option, or buy-sell or similar arrangement
while held by and when distributed from the Plan. The
provisions of this Section shall continue to apply with
respect to Company Stock purchased with the proceeds of an
Exempt Loan notwithstanding the distribution of such Company
Stock from the Plan or the cessation of the status of the
Plan as an Employee Stock Ownership Plan within the meaning
of Section 4975(e)(7) of the Code, provided that the
provisions of this Section shall not apply with respect to
such Company Stock during any period during which such
Company Stock is readily tradeable on an established
securities market.
<PAGE>
ARTICLE VII
TRUST AND TRUSTEE
7.1 Establishment and Acceptance of Trust.
_____________________________________ The Trustee
shall receive any contributions paid to it in cash, or such
other property as shall be acceptable to the said Trustee.
All contributions so received, together with the income
therefrom, which shall be known for purposes of this
Agreement as the "Trust Fund", shall be held, managed and
administered in trust pursuant to the terms of thisAgreement.
The Trustee hereby accepts the Trust created hereunder and
agrees to perform the duties under this Agreement on its part
to be performed.
7.2 Powers of the Trustee.
_____________________ Except as otherwise provided
in Section 7.9 and 7.10, the Trustee shall have all the
powers granted by the terms of the Texas Trust Code as it now
exists, or as it may be amended, and in addition thereto and
not in modification or limitation thereof, the Trustee shall
have the following powers:
(a) To keep such portion of the Trust Fund in cash,
to meet contemplated requisitions, as the Participant shall
specify in written requests, and, in the Trustee's
discretion, to retain cash temporarily awaiting investment,
without liability for interest thereon;
(b)(i) To hold or register securities or other
property which may at any time be purchased for or held as
investments of the Trust Fund in the name of the Trustee or
in the name of its nominee (including any custodian employed
by the Trustee, any nominee of such a custodian and any
depository, clearing corporation or other similar system) or
in such form that title will pass by delivery.
(b)(ii) To employ such agents, consultants,
custodians, depositories, advisors, and legal counsel as may
be reasonably necessary or desirable in the Trustee's
judgment in managing and protecting the Trust Fund and
subject to the provisions of Section 7.5, to pay them
reasonable compensation out of the Trust Fund.
(b)(iii) To transfer any assets of the Trust to a
custodian or sub-custodian employed by the Trustee.
(c) To sell, redeem, exchange, convey, transfer,
pledge, invest and reinvest or otherwise dispose of any
securities, investments or other property held by it, when
directed by the Participants, Participant's beneficiary or by
the Committee, by private contract or at public auction, and
for such purposes the Trustee may execute such instruments
and writings and so such things as it shall deem proper;
(d) With respect to securities (other than Company Stock which
is described in Section 7.9) and to the extent that the Plan
provides or the Trustee receives direction from the Committee,
a Participant, a Beneficiary or an Investment Manager who may
be appointed pursuant to Section 7.10, to vote upon any stocks,
bonds, or other securities of any corporation, association or
trust at any time, or otherwise consent to or request any
action on the part of such corporation, association or trust;
to give general or special proxies or powers of attorney with
or without power of
<PAGE>
substitution; to exercise any conversion privileges,
subscription rights or other options; to make any payments
incidental thereto; to oppose or consent to or otherwise
participate in, corporate reorganization, recapitalization,
consolidation, merger or similar transaction with respect to
such corporate securities, or other change affecting
corporate securities; to deposit such securities or stock in
any voting trust, or with any protective or like committee or
with a trustee, or with depositories designated thereby; to
pay any assessments or charges in connection therewith; and
generally to exercise any of the powers of an owner with
respect to stocks, bonds, securities or other properties held
as a part of the Trust Fund, provided, however, unless
otherwise directed, the Trustee will not vote such
securities or stock as to which it receives no written
directions;
(e) When directed by the Committee, to borrow money
from any lender, including itself, and to mortgage or pledge
assets of the Trust Fund as security for the repayment
thereof;
(f) When directed by the Committee, to settle,
compromise or submit to arbitration any claims, debts or
damages due or owing to or from the Trust Fund, or to
commence or defend suits or legal or administrative
proceedings; provided, however,
________ _______ the Trustee shall have no
obligation to take any legal action for the benefit of the
Trust Fund unless it shall have been first indemnified for
all expenses in connection therewith, including reasonable
attorney's fees;
(g) To enter into any contracts with responsible
insurance companies to provide for the payment of all or any
part of the benefits provided under the Plan, and to disburse
under any such contracts any funds held by it;
(h) To make payments from the Trust in accordance
with the written instructions of Participants. All payments
made to Participants will be to the last address recorded in
the Plan's records as maintained by the recordkeeper.
(i) To make execute, acknowledge and deliver any and
all instruments that it deems necessary or appropriate to
carry out the powers granted herein;
(j) Upon express direction by the Committee, to
transfer assets of the Trust to itself as Trustee or to any
other trustee of any trust which has been qualified under
Section 401(a) of the Code and is exempt from tax under
Section 501(a) of the Code, and which is maintained by it or
such other trustee as a medium for the collective investment
of funds of pension, profit-sharing or other employee benefit
trusts, in which event such trust shall be deemed to be a
part of the Plan, and to withdraw any assets of the Trust so
transferred;
(k) To lend to Plan Participants amounts of money
upon such terms and conditions, as the Plan may direct, in
accordance with the provisions of the Plan, the Participant
Loan Policy Statement and the Loans by Phone Program, as
applicable;
<PAGE>
(l) To delegate to Tandy and/or the Committee by
agreement in writing, such ministerial and limited
discretionary duties as may be agreed upon, including but not
limited to the maintenance of records of account of
Participants and the quarterly determination of value of each
Participant's account;
(m) To do all other acts in its judgment which are
legal, necessary and desirable for the proper administration
of the Trust, in accordance with the provisions of the Plan,
although the power to do such acts is not specifically setforth
therein.
The powers granted to the Trustee under this Section 7.2
shall be exercised by the Trustee; however, the Committee may
at any time and from time to time, by written direction to
the Trustee, require the Trustee to obtain the written
approval of the Committee before exercising any such powers.
Any such direction may be of a continuing nature or
otherwise, and may be revoked in writing by the Committee at
any time. Neither the Trustee nor any other person shall be
under any duty to question any such direction of the
Committee and the Trustee shall as promptly as possible
comply with any directions given by the Committee hereunder.
The Trustee shall not be responsible for any loss which may
result from the failure or refusal of the Committee to give
any such required approval.
7.3 Investment of the Trust Fund.
____________________________ The Plan and Trust are
intended to invest in qualifying employer securities as
defined in Section 407(d)(5) of the ERISA, and shall be
construed to permit investment of up to 100% of the Trust
Fund in such securities. Therefore to the extent directed by
the Committee or the Participants (whichever is applicable),
the Trustee may invest all or substantially all of the assets
of the Trust Fund in Company Stock, provided, however, that
the Committee may, by written instructions to the Trustee,
direct it to invest any cash held by the Trust for the
purposes and needs of this Plan and Trust in short-term
securities issued by the United States of America or any
agency or instrumentality thereof or in any other short-term
or money market funds, as are approved by the Committee.
The Committee from time to time may direct the Trustee to
establish one or more separate investment accounts within the
Trust, each separate account being hereinafter referred to as
an "Investment Fund". The Trustee shall transfer to each such
Investment Fund such portion of the assets of the Trust as
each Participant directs in accordance with the specific
provisions of the Plan and in the manner provided in the
Administrative Services Agreement between Tandy and the
Trustee. The Trustee shall invest and reinvest the assets
which have been allocated to an Investment Fund in accordance
with the Participants' instructions, unless such InvestmentFund
is otherwise restricted by Tandy or the Committee to beinvested
solely in Company Stock. The Trustee is under no duty to review
the investment decisions of the Participants as regards to any
Investment Fund.
7.4 Payments from the Fund.
______________________ The Trustee may from time to
time, on the written direction of a Participant, Alternate
Payee or a Participant's beneficiary, make payments out of
the Trust Fund, in such manner, in such amounts, and for such
purposes as may be specified in the written directions of the
Participant, Alternate Payee or a Participant's beneficiary,
and upon any such payment being made, the amount thereof
shall no longer constitute a part of the Trust Fund.
<PAGE>
Payments by the Trustee may be made by its check to the order
of the Participant, the Participant's designated rollover
institution or Beneficiary and mailed to the Participant, the
Participant's designated rollover institution or Beneficiary
at the address last furnished to the Trustee. The Trustee
shall have no responsibility to ascertain that the direction
to make payments from the Trust Fund complies with the terms
of the Plan or of any applicable law or the direction's
effect for tax purposes or otherwise; nor shall the Trustee
have any responsibility to see to the application of any
disbursement. The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the
assets of the Trust Fund in the Participant or Beneficiary's
Account at the time of the disbursement. The Trustee shall
not be responsible in any way for the application of such
payments or for the adequacy of the Trust Fund to meet and
discharge any and all liabilities under the Plan.
7.5 Fees and Expenses of the Trustee.
________________________________ The Trustee shall
be paid such reasonable compensation as shall from time to
time be agreed upon in writing by Tandy and the Trustee. All
fees and expenses of the Trust shall be paid as provided in
the Administrative Services Agreement between Tandy and the
Trustee.
7.6 Accounting.
__________ The Trustee shall keep accurate anddetailed
accounts of all investments, receipts, disbursementsand other
transactions hereunder.
Within a reasonable time after the close of the Plan Year and
within one hundred twenty (120) days following the
resignation or removal of the Trustee or termination of the
Plan, the Trustee shall render a complete accounting for the
Plan Year preceding or then ended, as the case may be, to a
firm of independent public accountants to be selected by
Tandy. Such accountants shall have full authority to examine
the Trustee's records and accounts relating to the Plan and
to submit written reports thereon to Tandy.
Within a reasonable time after the close of the taxable year
of the Trust, which is hereby established to end on March 31
each year, and within one hundred twenty (120) days following
the resignation or removal of the Trustee or termination of
the Trust, the Trustee shall render a complete accounting for
the Taxable Year preceding or then ended, as the case may be,
to Tandy or to a firm of independent public accountants to be
selected by Tandy. Such accountants shall have full authority
to examine the Trustee's records and accounts relating to the
Trust and to submit written reports thereon to Tandy.
Within a reasonable time after the close of the Plan Year,
the Trustee shall transmit to each Participant, in such form
as the Trustee shall determine subject to the Committee's
approval, a statement setting forth the interest of each such
Participant in the Plan. Such statement shall be deemed
correct unless written notice to the contrary shall be
delivered to the Trustee by a Participant within thirty (30)
days following the mailing or delivery of such statement to
the Participant.
Reports relating to the Trustee's accounts prepared by
independent accountants selected by Tandy shall be maintained
at the principal office of Tandy and shall be available for
inspection by interested persons hereunder. Subject to
applicable law to the right of a Participant to challenge the
correctness of an annual statement
<PAGE>
submitted to him by the Trustee, the approval by the
independent accountants of the Trustee's account
shall constitute a complete release and discharge of the
Trustee from any liability in respect to any act or transaction
reflected in the Trustee's accounts. In the absence of the
filing in writing with the Trustee by the Committee or a
Participant of exceptions or objections to any such account
within one year after the receipt thereof, the Committee
shall be deemed to have approved such account; and in such
case, or upon the written approval of the Committee of any
such account, the Trustee, to the extent permitted by
applicable law, shall be released, relieved and discharged
with respect to all matters and things set forth in such
account. The foregoing provisions notwithstanding, no person
other than Tandy or the Committee may require an accounting
or the furnishing of a statement or bring an action against
the Trustee with respect to the trust created hereby or its
actions as Trustee.
The Committee shall arrange for each Investment Manager who
may be appointed pursuant to Section 7.10 and each insurance
company issuing contracts held by the Trustee pursuant to
Section 7.11 to furnish the Trustee with such valuations and
reports as are necessary to enable the Trustee to fulfill its
obligations under this section 7.6 and the Trustee shall be
fully protected in relying on such valuations and reports.
Notwithstanding any of the foregoing provisions, the Trustee
shall not be liable for any failure to submit an account or
statement in timely fashion where its failure to act is based
on the omission of Tandy to name a firm of independent
accountants to whom such accounting is to be rendered or is
based on the failure of either Tandy or the Committee to
supply information to the Trustee necessary to the completion
of the accounting or of the statement. In any proceeding
instituted by the Trustee, Tandy or the Committee or all of
them with respect to any account of the Trustee, only Tandy,
the Committee and the Trustee shall be necessary parties.
<PAGE>
7.7 Direction by Tandy or the Committee and Authorization
_____________________________________________________
to Protect the Trustee.
______________________ Any action by Tandy pursuant to any
of the provisions of this Agreement shall be evidenced by a
resolution of its Board of Directors certified to the
Trustee over the signature of any person authorized by the said
Boardof Directors to take such written instrument or resolution
so certified to it. All orders, requests and instructions of
the Committee shall be in writing, signed by at least two
members of the Committee, unless the Committee has directed
otherwise in accordance with Section 2.4, and the Trustee may
act and shall be fully protected in so acting in accordance
with such orders, requests and instructions. Whenever the
Trustee is required or authorized to take any action hereunder
pursuant to any written direction or determination of Tandy or
the Committee, such direction or determination shall be
sufficient protection to the Trustee if contained in writing
and signed by the persons authorized to execute such
documents on behalf of Tandy or the Committee, as the case
may be, pursuant to the Plan. Subject to applicable law, the
Trustee shall not be liable for any loss to or diminution of
the Trust Fund except when the same may be due to its
negligence, willful misconduct or bad faith and the Trustee
shall in no event have any responsibility for the properties
except those actually received by it.
7.8 Removal and Resignation; Successor Trustee.
__________________________________________ The
Trustee may be removed by Tandy at any time upon ninety (90)
days' notice in writing to the Trustee and Committee. The
Trustee may resign at any time upon ninety (90) days' notice
in writing to Tandy and to the Committee. Upon such removal
or resignation of the Trustee, Tandy shall appoint a
successor trustee, which shall be a bank or trust company
having combined capital and surplus of not less than
Twenty-Five Million Dollars ($25,000,000.00), which shall
have the same powers and duties as those conferred upon the
Trustee hereunder. Upon acceptance of such appointment by the
successor trustee, the Trustee shall assign, transfer and pay
over to such successor trustee the funds and properties then
constituting the Trust Fund. The Trustee is authorized,
however, to reserve such sum of money, as it may deem
advisable, for payment of its fees and expenses in connection
with the settlement of its account or otherwise, and any
balance of such reserve remaining after the payment of such
fees and expenses shall be paid over to the successor
trustee.
7.9 Voting and Exercise of Other Rights.
___________________________________
(a) Tender Offer.
____________
(1) Notwithstanding any provision contained in
the Plan to the contrary, the provisions of this Section
shall apply in the event any "Person" (as the term person is
used for purposes of Section 13(d) or 14(d) of the 1934 Act,
either alone or in conjunction with others, makes a tender
offer, or exchange offer, or otherwise offers to purchase, or
solicits an offer to sell to such Person, one percent or more
of the outstanding Company Stock (hereinafter referred to as
a "Tender Offer").
(2) The Trustee may not take any action in
response to a Tender Offer except as otherwise provided in
this Section. Upon commencement of a Tender Offer, Tandy
shall notify the Trustee, and the Trustee, unless otherwise
agreed to in writing by Tandy, shall notify each Participant
or Beneficiary
<PAGE>
for whom an Account is maintained of such Tender Offer and
use its best efforts to timely distribute or cause to be
distributed to each Participant or Beneficiary all
information, documents, and other materials, provided by
Tandy at its expense, which are distributed to shareholders
of Tandy with respect to the Tender Offer. Each Participant
or Beneficiary shall be entitled to direct the Trustee to
sell, offer to sell, exchange or otherwise dispose of the
Company Stock allocated to such Participant's or
Beneficiary's Accounts in accordance with the provisions,
conditions and terms of such Tender Offer and the provisions
of this Section. Such a Participant or Beneficiary shall, as
a named fiduciary described in Section 403(a)(1) of ERISA,
direct the Trustee with respect to the tender of such shares
of Company Stock which are allocated to the Accounts of the
Participant or Beneficiary. Reasonable means shall be
employed by the Trustee to provide confidentiality with
respect to the tendering directions by each Participant or
Beneficiary and the Trustee shall hold such directions in
confidence and shall not divulge or release such directions
to any person, including the Company or any director,
officer, employee or agent of the Company, it being theintent
of this provision to ensure that the Company and its directors,
officers, employees and agents) cannot determine the tendering
directions given by any Participant or Beneficiary. Such
instructions shall be in such form and shall be filed in such
manner and at such time as the Trustee may prescribe.
(3) A Participant or Beneficiary who has directed
the Trustee to tender or exchange Company Stock may, at any
time prior to the tender or exchange offer withdrawal date,
or such earlier date as established by the Trustee (the
"Withdrawal Date"), instruct the Trustee to withdraw, and the
Trustee shall withdraw such Company Stock from the tender or
exchange offer prior to the Withdrawal Date. A Participant or
Beneficiary shall not be limited, except as to the terms of
the offer, as to the number of instructions to tender or
exchange or withdraw which a Participant or Beneficiary may
give to the Trustee.
(4) The Trustee shall sell, offer to sell,
exchange or otherwise dispose of the shares of Company Stock
allocated to a Participant's or Beneficiary's Accounts with
respect to which it has received directions from the
Participant or Beneficiary to do so under this Section and
which have not been withdrawn. The proceeds of a disposition
directed by a Participant or Beneficiary shall be allocated
to such Participant's or Beneficiary's Accounts in proportion
to the number of shares of Company Stock from such Accounts
which the Participant or Beneficiary instructed the Trustee
to sell, exchange or otherwise dispose of. See Section 5.4 of
the Plan for additional investment requirements. Provided
that the Plan provides no direction, and pending receipt of
directions from a Participant, Alternate Payee or Beneficiary
as to the investment of the proceeds of the tendered shares,
the Trustee shall invest the proceeds as the Committee shall
direct.
<PAGE>
(5) To the extent to which Participants or
Beneficiaries do not instruct the Trustee, or do not issue
valid directions to the Trustee, to sell, offer to sell,
exchange or otherwise dispose of the Company Stock allocated
to their Accounts, such Participants or Beneficiaries shall
be deemed to have directed the Trustee that their respective
Accounts remain invested in Company Stock subject to
all provisions of the Plan.
(6) The Trustee shall sell, offer to sell,
exchange or otherwise dispose of Company Stock held in the
Suspense Account in the same manner and in the same
proportion as shares of Company Stock allocated to the ESOP
Accounts of Participants or Beneficiaries are sold, offered
for sale, exchanged or otherwise disposed of. The proceeds of
such dispositions of Company Stock shall be held in the
Suspense Account and reinvested pursuant to Section
7.9(a)(7).
(7) Unless otherwise authorized by the Code or
the rules, opinions or regulations thereunder, following the
completion of a Tender Offer, the Committee shall direct the
substitution of new Company Stock for Company Stock or for
the proceeds of any disposition of Company Stock to the
extent provided in the Plan; provided, however, that any such
substitute Company Stock must be publicly traded securities.
(b) Voting of Stock by Participants or Beneficiaries.
________________________________________________
Notwithstanding any provision contained in the Plan to the
contrary:
(1) Each Participant or Beneficiary who timely
provides instructions to the Trustee shall be entitled to
direct the Trustee how to vote shares of Company Stock or
other securities allocated to such Participant's or
Beneficiary's Accounts in accordance with this Section. In
order to implement these voting directions, Tandy or the
Trustee shall provide each Participant or Beneficiary with
proxy solicitation materials or other notices or information
statements which are distributed to Tandy shareholders,
together with a form requesting confidential instructions as
to the manner in which shares of Company Stock allocated to
the Participant's or Beneficiary's Accounts are to be voted.
Each Participant or Beneficiary shall, as a named fiduciary
described in Section 403(a)(1) of ERISA, direct the Trustee
with respect to the vote of such shares of Company Stock
which are allocated to the Accounts of the Participant or
Beneficiary. Reasonable means shall be employed by the
Trustee to provide confidentiality with respect to the voting
by such Participant or Beneficiary and the Trustee shall
hold such directions in confidence and shall not divulge
or release such directions to any person, including the Company
or any director, officer, employee or agent of the Company,
it being the intent of this provision of this Section to
ensure that the Company (and its directors, officers,
employees and agents) cannot determine the direction given by
any Participant or Beneficiary. Such instructions shall be in
such form and shall be filed in such manner and at such time
as the Trustee may prescribe.
<PAGE>
(2) The Trustee shall vote all shares of Company
Stock, as defined in Section 1.7(b), which are allocated to
Participant's or Beneficiaries' ESOP Accounts for which it
does not receive timely or valid voting instructions, and all
shares of such stock held in the Suspense Account, in the
same proportion as shares of Company Stock, as defined in
Section 1.7(b) which are allocated to Participant's and
Beneficiaries' ESOP Accounts under the Plan for which it does
receive timely and valid voting instructions.
(3) If all shares of Company Stock, as defined in
Section 1.7(b), held in the Plan are held in the Suspense
Account on the record date when a matter is submitted to a
vote of Tandy's Shareholders, then the Trustee shall vote all
such stock held in the Suspense Account as directed by
Participants as provided in this Subparagraph. Each
Participant who is an Eligible Employee in the Plan shall be
entitled to cast one vote with respect to each matter which
is submitted for a vote of Tandy's Shareholders. The Trustee
shall vote all Company Stock, as defined in Section 1.7(b),
held in the Suspense Account on a matter in the same
proportion as the vote of the Participants who cast votes
pursuant to the preceding sentence.
(c) Participants,
____________ Etc. For purposes of this
Section, the term "Participant" shall include any
Participant, Inactive Participant, former Participant or
Retired Participant.
(d) Purchases and Sales of Company Stock.
____________________________________ To
implement transactions regarding investments in CompanyStock,
including purchases, redemptions and exchanges, theTrustee
shall purchase or sell Company Stock on the open market, as the
case may be, as soon as practicable following the date and time
of receipt by the Trustee of all funds, documents and/or
information necessary from Tandy, a third party, Alternate
Payee, Participant or Beneficiary, as applicable, to effect
such purchase or sale. The Trustee shall purchase and sell
Company Stock on the open market consistent with its fiduciary
responsiblilities, but, in accordance with written
procedures established between the Trustee and the Company. The
Trustee may accumulate all like purchases into a single batch
and may accumulate all like sales as a result of receiving
instructions for distributions, redemptions and exchanges out
of Company Stock into a single batch, but shall not be required
to do so.
The Trustee may purchase or sell Company Stock from or to
Tandy if the purchase or sale is for no more than adequate
consideration (within the meaning of Section 3(18) of ERISA)
and no commission is charged. To the extent that Company
contributions under the Plan are to be invested in Company
Stock, Tandy may transfer Company Stock to the Trustee in
lieu of cash. The number of shares to be transferred shall be
determined by dividing the amount of the contribution by the
closing price of Company Stock on the New York Stock Exchange
on the trading day as of which the contribution is made.
The Trustee and Tandy may, in separate written procedures,
agree upon such prescribed dates for purchases of Company
Stock by Tandy, and sales of Company Stock to Tandy, and upon
such rules and conventions in
<PAGE>
connection with the purchase and sales of Company Stock as
they may find mutually acceptable.
(e) Securities Law Reports.
______________________ Tandy shall be
responsible for filing all reports required under federal or
state securities laws with respect to the Trust's ownership
of Company Stock, including without limitation, any reports
required under Sections 13 or 16 of the Securities Exchange
Act of 1934, and shall immediately notify the Trustee in
writing of any requirement to stop purchases or sales ofCompany
Stock pending the filing of any report. The Trustee shall
provide to Tandy such information on the Trust's ownership of
Company Stock as Tandy may reasonably request in order to
comply with federal or state securities laws.
7.10 Appointment of Investment Managers.
__________________________________ The Committee
from time to time may appoint one or more Investment Managers
(as that term is defined in Section 3(38) of ERISA) to manage
(including the power to acquire and dispose of) all or any
portion or portions of the Trust. The Committee may enter
into such agreements setting forth the terms and conditions
of any such appointment as it determines to be appropriate.
The Committee shall retain the right to remove and discharge
any Investment Manager. The compensation of such Investment
Managers shall be an expense payable by Tandy. The Committee
shall notify the Trustee of the appointment of any Investment
Manager by delivering to the Trustee an executed copy of the
agreement under which such Investment Manager was appointed
together with a written acknowledgement by such Investment
Manager that it is:
(a) a fiduciary with respect to the Plan,
(b) bonded as required by ERISA, and
(c) either
(i) registered as an investment advisor under the
Investment Advisers Act of 1940, or
(ii) a bank as defined in said Act, or
(iii) an insurance company qualified to perform investment
management services under the laws of more than one state
of the United States.
The Trustee shall be entitled to rely upon such notice until
such time as the Committee shall notify and direct the
Trustee in writing that another Investment Manager, or in the
alternative, that the Investment Manager has been removed. In
each case where an Investment Manager is appointed, the
committee shall determine the assets of the Trust to be
allocated to the Investment Manager from time to time andshall
issue appropriate instructions to the Trustee withrespect
thereto. the Trustee shall carry out the written instructions
of any Investment Manager with respect to the management and
investment of the assets then under control of such Investment
Manager and shall not incur any liability on account of its
compliance with such instructions. Purchase and sale orders may
be placed without the intervention of the Trustee and, in such
event, the Trustee's sole obligation shall be to make payment
for purchased securities and deliver those that have been sold
when advised of the transaction. The Trustee shall not incur any
<PAGE>
liability on account of its failure to exercise any of the
powers delegated to any Investment Manager because of the
failure of such Investment manager to give instructions for
the management of the assets under the control of such
Investment Manager. The Trustee shall be under no duty to
question any Investment Manager, nor to review any securities
or other property acquired or retained at the direction of
any Investment Manager, nor to make any suggestions to any
Investment Manager in connection therewith. The Trustee shall
have no obligation to vote upon any securities over which the
Investment manager has investment management control unless
the Trustee is instructed in writing by the Investment
Manager as to the voting of such securities within a
reasonable time before the time for voting thereof expires.
Each Investment Manager shall have the authority to exercise
all the powers of the Trustee hereunder with respect to
assets under its control but only to the extent that such
powers relate to the investment of such assets.
7.11 Insurance Contracts.
___________________ If provided in the
Administrative Services Agreement, the Committee may direct
the Trustee to receive and hold or apply assets of the Trust
to the purchase of individual or group insurance or annuity
contracts ("policies" or "contracts") issued by any insurance
company and in a form approved by the committee (including
contracts under which the contract holder is granted options
to purchase insurance or annuity benefits), or financial
agreements which are backed by group insurance or annuity
contracts ("financial agreements"). If such investments areto
be made, the Committee shall direct the Trustee to executeand
deliver such applications and other documents as are necessary
to establish record ownership, to value such policies,
contracts or financial agreements under the method of valuation
selected by the Committee, and to record or report such values
to the Committee or any investment manager selected by the
Committee, in the form and manner agreed to by the committee.
The Committee may direct the Trustee to exercise or may
exercise directly the powers of contract holder under any
policy, contract or financial agreement, and the Trustee
shall exercise such powers only upon direction of the
Committee. The Trustee shall have no authority to act in its
own discretion, with respect to the terms, acquisition,
valuation, continued holding and/or disposition of any such
policy, contract or financial agreement or any asset held
thereunder. The Trustee shall be under no duty to question
any direction of the Committee or to review the form of any
such policy, contract or financial agreement or the selection
of the issuer thereof, or to make recommendations to the
Committee or to any issuer with respect to the form of any
policy, contract or financial agreement.
The Trustee shall be fully protected in acting in accordance
with written directions of the committee, and shall be under
no liability for any loss of any kind which may result by
reason of any action taken or omitted by it in accordance
with any direction of the Committee, or by reason of inaction
in the absence of written directions from the Committee. In
the event that the Committee directs that any monies or
property be paid or delivered to the contract holder other
than for the benefit of specific individual, beneficiaries,
the Trustee agrees to accept such monies or property as
assets of the Trust subject to all the terms hereof.
<PAGE>
7.12 Payment of Taxes.
________________ The Trustee may pay out of the
Trust Fund (or the appropriate Investment Fund or Funds) any
and all taxes of any and all kinds, including without
limitation property taxes and income taxes levied or assessed
under existing or future laws upon or in respect of the Trust
Fund or any monies, securities or other property forming apart
thereof or the income therefrom subject to the terms ofany
agreements or contracts made with respect to trust investments
which make other provision for such tax payments. The Trustee
may assume that any taxes assessed on or in respect of the
Trust Fund or its income are lawfully assessed unless the
Committee, after giving the Committee 30 days written notice of
such assessment, shall in writing advise the Trustee that it
believes such taxes may be unlawfully assessed. In the event
that the Committee shall so advise the Trustee, the Trustee
will, if so requested in writing by the Committee, contest the
validity of such taxes in any manner deemed appropriate by
Tandy but at the expense of the Trust Fund; or Tandy may
contest the validity of any such taxes at the expense of the
Trust Fund and in the name of the Trustee; and the Trustee
agrees to execute all documents, instruments, claims and
petitions necessary or advisable in the opinion of Tandy for
the refund, abatement, reduction or elimination of any
such taxes. At the direction of the Committee, the Trustee
shall collect all income tax to be withheld from Participant
distributions and shall report and pay over such taxes to
the Internal Revenue Service and/or any state or
local equivalent, except for payments made directly by an
insurer to a Participant or Participant's beneficiary under
an annuity or insurance contract, if applicable.
7.13 Indemnification.
_______________ Tandy agrees to indemnify and hold
the Trustee harmless from any loss, damage, liability, claim,
cost and expense (including reasonable and necessary legal
fees) which the Trustee may incur due to Tandy's breach of
this Agreement or the negligent act or omission or willful
misconduct by Tandy including without limitation, any
violation by Tandy of the terms of the Plan, ERISA or any
applicable federal and state laws, the Trustee's reliance in
good faith on any information or directions provided by
Tandy, the Committee, an Investment Manager appointed by
Tandy pursuant to Section
<PAGE>
7.10, or any other trustee, record-keeper or third party
designated by Tandy to represent the Plan, or any Participant
or Beneficiary, or the Trustee's making benefit payments based
on fraudulent or unauthorized instructions received from
a person from whom the Trustee is authorized to take direction,
except to the extent any such loss, damage, liability, claim,
cost or expense arises from the Trustee's breach of
this Agreement or the Trustee's negligent act or omission,
willful misconduct or bad faith. Any waiver by the Trustee of
a signature guarantee requirement relating to the assets of the
Trust will not be construed as a breach of this Agreement,
negligence, willful misconduct or bad faith by the Trustee.
The Trustee will indemnify and hold Tandy harmless from and
against any and all loss, damage, liability, claim, cost and
expense (including reasonable and necessary legal fees) which
Tandy may incur due to the Trustee's breach of this
Agreement, or the negligent act or omission or willful
misconduct or acts done in bad faith by the Trustee
including, without limitation, any violation by the Trustee
of the terms of the Plan, ERISA, or any applicable federal
law or the Texas Trust Code except to the extent that the
Trustee has acted in good faith, without willful misconduct
and without negligence, on the direction of Tandy, the
Committee, an Investment Manager appointed by Tandy under
Section
<PAGE>
7.10, or any other trustee, record-keeper or third party
designated by Tandy to represent the Plan, or any Participant
or Beneficiary or Tandy's reliance on inaccurate information
the Trustee (or any agent which the Trustee has appointed to
represent the Plan) has provided to Tandy, and except to the
extent any such loss, damage, liability, claim, cost or
expense is due to Tandy's breach of this Agreement, negligent
act or omission, willful misconduct or bad faith.
7.14 Notice of Agreement.
___________________ No person dealing with the
Trustee shall be required to take any notice of this
Agreement, but all persons so dealing shall be protected in
treating the Trustee as the absolute owner with full power of
disposition of all the monies, securities and other property
of the Trust, and all persons dealing with the Trustee are
released from inquiry into the decision or authority of the
Trustee and from seeing to the application of monies,
securities or other property paid or delivered to the
Trustee.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 Amendment.
_________ Tandy shall have the right at any time,
and from time to time: (1) to amend this Agreement in
such manner as it may deem necessary or advisable in order
to qualify this Agreement and the Trust created hereby under the
applicable provisions of the Code, and any such amendment by
its terms may be retroactive; and (2) to amend this Agreement
in any other manner. The Plan shall not be amended more
frequently than once every six months, other than to comport
with changes in the Code, ERISA, Delaware or Federal
securities laws, or the rules thereunder or to comply with
comments received from the Internal Revenue Service for plan
qualification purposes. However, no such amendment shall
authorize or permit any part of the Trust Fund (other than
such part as is required to pay taxes and administration
expenses) to be used for or diverted to purposes other than
for the exclusive benefit of the Participants or their
Beneficiaries or estates; no such amendment shall cause or
permit any portion of the Trust Fund to revert to or become
the property of the Company, no such amendment which affects
the rights, duties or responsibilities of the Trustee may be
made without the Trustee's written consent, and no such
amendment shall reduce benefits accrued to Participant's
Accounts or reduce a Participant's vested percentage in his
accounts. Any such amendment shall become effective upon
delivery of a written instrument, executed by order of
Tandy's Board of Directors, to the Trustee and the
endorsement of the Trustee of its written consent thereto.
8.2 Termination.
___________ Tandy has established the Plan in the
expectation and with the confidence that it will continue in
effect indefinitely. However, due to the vicissitudes of
general economic and business conditions which may affect
Tandy's ability so to continue the Plan, it must, and does
hereby, reserve the right to terminate the Plan in whole or
in part at any time. Such termination shall be effected by
delivery to the Trustee and the Committee written notice of
such action by Tandy.
Upon termination or partial termination of the Plan, or upon
complete discontinuance of employer contributions, the
account of the Participant
<PAGE>
shall be non-forfeitable. Upon termination of the Plan and
Trust without the establishment or maintenance of
another defined contribution plan (other than an employee
stock ownership plan or simplified employee pension) and the
merger or consolidation of this Plan's assets therewith as
provided in Section 10.5, the Committee shall direct the
Trustee to distribute all assets remaining in the Trust Fund,
after payment of any expenses properly chargeable against the
said Trust Fund, to the Participants in accordance with the
amount credited to the accounts of such Participants as of the
date of such termination, in cash or in kind and in such manner
as the Committee shall determine. In the event the Trustee
makes a distribution in kind, pursuant to instructions of the
Committee, the assets so distributed shall be valued for the
purposes of such distribution at their fair market value at
the date of such distribution. The Committee's determination
shall be conclusive upon all persons.
Upon the happening of any event, the enactment of any law,
and issuance of any rule, regulation, direction, command,
demand, or order of any court, administrative, regulative or
other agency, or of any group, or organization, or any
individual on behalf of same, which in any way or manner, or
to any extent whatsoever, impairs or prevents the free
exercise of the uncontrolled discretion of the Board of
Directors of Tandy in connection with terminating this
Agreement and the Trust hereby created, then and in any such
event, such Agreement and Trust shall thereupon, ipso facto,
be terminated.
ARTICLE IX
MISCELLANEOUS
9.1 Notices and Forms.
_________________ All notices, applications,
designations, forms and other communications required or
provided for hereunder shall, unless otherwise directed by
the Committee, be in writing and shall be executed at the
time, in the manner and form prescribed by the Committee, and
if directed to Tandy or the Committee shall be mailed by
first class mail to the Tandy Fund Office and shall be deemed
given when received, and if directed to the Trustee, shall be
mailed by first class mail and delivered to the Trustee and
shall be deemed to have been given when received by the
Trustee. All notices, applications, designations, forms and
other communications to the Trustee required or provided
for hereunder shall, unless otherwise directed by the
Committee, be in writing and shall be executed at the time, in
the manner and form prescribed by the Committee and shall be
deemed given when received by the Trustee.
9.2 Plan Not an Employment Contract.
_______________________________ The adoption and
maintenance of the Plan shall not be deemed to constitute a
contract between the Company and any employee or Participant
or to be a consideration for or an inducement to or condition
of employment of any person. Nothing herein contained shall
be construed to give any employee or Participant the right to
be retained in the employment of the Company or to interfere
with the right of the Company to terminate the employment of
an employee or Participant at any time.
9.3 Non-Assignability.
_________________ It is a condition of this Plan,
and the rights of each Participant shall be subject thereto,
that, except as may be required by Section 414(p) of the Code
and Section 206(d) of ERISA with respect to qualified
domestic relations orders, no right or
<PAGE>
interest of any Participant in and to the Trust Fund shall be
voluntarily assigned, pledged or hypothecated in whole or in
part, and neither the Company, the Committee, nor the Trustee
need give any effect to any purported assignment filed with
them or of which they have notice.
9.4 Qualified Domestic Relations Order.
__________________________________ In the event a
"domestic relations order" (court order), as defined in
Section 414(p)(1)(B) of the Code, is received by the Plan
assigning all or a portion of a Participant's account to an
alternate payee and the Committee determines the Court Order
complies with Section 414(p) of the Code, the Account of the
Participant will be divided among the Participant and the
Alternate Payee(s) in accordance with the provisions of the
Court Order. The Alternate Payee(s) Account(s) will be
distributed in accordance with the provisions of Article VI
of the Plan. For purpose of distribution, the Alternate
Payee(s) designated by the Court Order (if not employed by
the Company) will be considered terminated from employment
effective the date the Court Order is determined by the
Committee to be a qualified domestic relations order pursuant
to said Section 414(p) of the Code.
9.5 Immunity from Liability.
_______________________ No director, officer, or
employee of the Company shall be personally liable for any
act or omission to act in connection with the operation or
administration of the Plan, except for his personal willful
misconduct or gross negligence.
Tandy intends, as a matter of accommodation, to assist both
the Trustee and the Participants in the delivery of forms,
statements, applications, records, notices, remittances, and
other documents required or provided for under this
Agreement, and in so doing will endeavor in good faith to
exercise ordinary diligence, but in no event shall the
Company be liable for any failure on its part or the part of
its officers, directors or employees for any failure so to
act.
9.6 Multiple Copies.
_______________ This Agreement may be executed in
any number of counterparts, each of which shall be deemed the
original.
9.7 Gender and Number.
_________________ Wherever any words are used herein
in the masculine gender, they shall be construed as though
they were also used in the feminine gender, in all cases
where they would so apply, and wherever any words are used
herein in the singular form, they shall be construed as
though they were also used in the plural form, in all cases
where they would so apply.
9.8 Construction of Agreement.
_________________________ This Agreement shall be
construed according to the laws of the State of Texas.
9.9 Exempt Loans.
____________
(a) Trust May Incur Loan.
____________________ The Committee may direct
the Trustee to incur a loan on behalf of the Trust Fund in
a manner and under conditions which will cause the loan to bean
Exempt Loan. The proceeds of each Exempt Loan shall be used,
within a reasonable time after the loan is obtained, to
purchase Company Stock or to repay the Exempt Loan or any
prior Exempt Loan. Any Exempt Loan shall provide for a
reasonable rate of interest, an ascertainable period of
maturity and shall be without recourse against the Trust
Fund. Any Exempt Loan shall be secured solely by shares of
<PAGE>
Company Stock acquired with the proceeds of the Exempt Loan
and shares of Company Stock used as collateral for a prior
Exempt Loan. Company Stock acquired with the proceeds of an
Exempt Loan (whether or not pledged as collateral) shall be
placed in a Suspense Account and released from the Suspense
Account in the manner specified in Subsection (b) as the
Exempt Loan is repaid. Company Stock released from the
Suspense Account shall be allocated to Participants' ESOP
Accounts in the manner described in Sections 4.5(a)(1) and
5.6(c). No person entitled to payment under an Exempt Loan
shall have recourse against any assets of the Trust Fund
other than the Company Stock used as collateral for the
Exempt Loan, Employer Contributions of cash that are
available to meet the obligations of the Exempt Loan, and
earnings attributable to the Company Stock used as
collateral. Employer Contributions made with respect to any
Plan Year during which an Exempt Loan remains unpaid, and
earnings on such contributions, shall be deemed available to
meet obligations under the Exempt Loan, unless otherwise
provided by the Committee at the time the Employer
Contributions are made.
(b) Release of Company Stock.
________________________ Any pledge of Company Stock
under this Section shall provide for the release of shares
pledged as collateral for an Exempt Loan upon the payment of
any portion of the principal and/or interest on the Exempt
Loan. Each Plan Year, the number of shares of Company Stock
released shall equal the number of encumbered shares held
immediately before release for such Plan Year, multiplied by
a fraction, the numerator of which is the amount of
principal paid on the Exempt Loan for the Plan Year, and the
denominator of which is the sum of the numerator and the
principal to be paid on the Exempt Loan for all future Plan
Years, determined in accordance with Treasury Regulations
Section 54.4975-7. At the option of Tandy, interest paid andto
be paid on the Exempt Loan may be included in the numerator and
denominator of the fraction. In the event shares of more than
one class of Company Stock are pledged as collateral for an
Exempt Loan, the fraction described in this Subsection shall be
applied uniformly to each such class of Company Stock, and
shares and fractional shares of each such class of Company
Stock shall be allocated in the same proportion to the ESOP
Account of each Participant receiving an allocation.
(c) Payments on Exempt Loan.
_______________________ Payment of principal and
interest on any Exempt Loan shall be made by the Trustee at
the direction of the Committee solely from: (i) Employer
Contributions available to meet obligations under the Exempt
Loan, (ii) earnings from the investment of such
contributions, (iii) earnings attributable to Company Stock
pledged as collateral for the Exempt Loan, (iv) dividends
attributable to Company Stock held in the Participants' ESOP
Account, and (v) the proceeds of a loan used to repay the
Exempt Loan. Employer Contributions and earnings available to
repay an Exempt Loan must be accounted for separately by the
Committee until the Exempt Loan is repaid.
<PAGE>
ARTICLE X
ADOPTION OF THE PLAN BY
AFFILIATED AND ASSOCIATED COMPANIES
10.1 Method of Adoption.
__________________ Any Affiliated Business by
resolution of its board of directors, may adopt the Plan
hereby created, provided that in so doing it adopts and
accepts all of the provisions of this Agreement as it exists
at the time of such adoption. Both the written consent of
Tandy and the resolution of the Affiliated Business adopting
the Plan shall be delivered to the Trustee and the effective
date of adoption shall be that specified in such written
consent and resolution. From and after the effective date
when such Affiliated Business shall have become a party to
this Agreement, it shall be known as an "Employer."
(a) The right and authority to select the Trustee and
successor trustee and to appoint the Committee shall bevested
in and exercisable solely by Tandy.
(b) Separate Accounts shall be maintained by the
Trustee for Participants from each Employer and such
Accounts shall receive and be funded from contributions of
those Participants and from contributions from the
particular Employer employing such Participants.
(c) Separate records shall be maintained for the
Accounts of Participants of each Employer but such Accounts
shall be administered by the Trustee and the Committee on
the same basis as those of the Participants of Tandy.
(d) An Employer (other than Tandy) shall have the
right at any time to discontinue its participation hereunder
and to terminate, as to itself, this Agreement and the Trust
created hereunder, by delivering to the Trustee written
notice of such termination, accompanied by a certified
resolution of the board of directors of such Employer
authorizing termination, and such termination shall become
effective when notice is received by the Trustee. Upon
discontinuance of contributions or termination of the Trust,
as to itself, by an Employer, the Trustee shall segregate
from the Trust Fund the interests of such Employer,
represented by the value of the Accounts of the Participants
who are employees of such Employer, as such Accounts are
constituted at the time of termination by such Employer, as
determined and directed by the Committee. The Accounts of
such Participants shall become wholly non-forfeitable as of
the date of such segregation by the Trustee. The Committee
shall direct the Trustee to distribute to such Participants
the total value of their respective Accounts in cash and/or
in kind, provided that in the event the Trustee is directed
to make a distribution of all or a portion of each
Participant's accounts in kind, the assets so distributed
shall be valued for the purposes of such distribution at
their fair market value at the time of such distribution.
The Committee's determination shall be conclusive on all
persons.
(e) Whenever an employee transfers from one Employer
to another, he shall be permitted to continue in this Plan.
Upon transfer, his Account shall be transferred to the new
Employer and
<PAGE>
all subsequent employee and Employer Contributions paid in
through the new Employer.
10.2 Transfer of Employees to Other Savings Plans.
____________________________________________ Tandy
maintains for its employees other employees' savings or
investment plans operated under the same general terms and
conditions as this Plan. Whenever a Participant in this Plan
transfers his employment to an Employer under such other
similar qualified plans, Tandy will, when requested by the
Participant, transfer the Participant's Accounts to the
Trustee of the Plan of the Participant's new employer. This
transfer will be accomplished quarterly by the Committee
directing that cash or other assets, equal in value to the
value of the Participant's Accounts in the Trust Fund at the
next succeeding quarterly Valuation Date, be transferred to
the Trustee of the other Plan.
10.3 Transfer of Funds to Acquired Company's Plans.
_____________________________________________ Whenever
a Participant in this Plan transfers his employment to "an
acquired company, firm, partnership or such other legal entity"
that has a plan qualified under the applicable provisions of
the Code, the Trustee will, when requested by the Participant,
transfer the Participant's Accounts to the Trustee of the plan
of the Participant's new employer. This transfer will be
accomplished by the Committee directing the Trustee that cash
or other assets, equal in value to the value of the
Participant's Accounts in the Trust Fund at the next succeeding
Valuation Date, be transferred to the trustee of the other
plan. An acquired company, firm, partnership or such other
legal entity is one that has been heretofore or hereafter
acquired by Tandy or any of its subsidiaries.
10.4 Receipt of Funds from Acquired Company's Plans.
______________________________________________ Tandy
agrees to permit the Trustee of this Plan to accept transfers
of Participants' accounts from plans of companies heretofore
or hereafter acquired by Tandy, or any of its subsidiaries,
provided the plan from which the transfer is made is
qualified under the applicable provisions of the Code. Any
accounts so transferred from an acquired company will be
placed in the Participant's rollover account.
10.5 Merger or Consolidation.
_______________________ In the case of a merger or
consolidation with, or transfer of assets or liabilities to,
any other Plan after the date of the enactment of The
Employee Retirement Income Security Act of 1974, each
Participant in the Plan must (if the Plan then terminated)
receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the
merger, consolidation or transfer (if the Plan had been
terminated).
ARTICLE XI
TOP-HEAVY PLAN PROVISIONS
11.1 Top-Heavy Test.
______________ Notwithstanding any other provisions
of this Plan, this Article XI shall apply to all Plan Years
beginning after December 31, 1983 in the event it is
determined, in accordance with this Section and Section
416(g) of the Code, that this Plan is top-heavy (hereafter
referred to as a "Top-Heavy Plan") because the present value
of the aggregate Participant Accounts of Key Employees (as
hereinafter defined) exceeds sixty percent (60%) of the
present value of the
<PAGE>
aggregate of all Participant Accounts. Except as otherwise
provided, the provisions set forth in this Article shall
cease to apply when the Plan is no longer a Top-Heavy Plan.
11.2 Key Employees.
_____________ "Key Employee" shall mean any
Participant or former Participant who, in the Plan Year of
testing for Top-Heaviness, or in any of the four (4)
preceding Plan Years, is or was:
(a) an officer of an Employer having an annual gross
salary and wages for the applicable Plan Year in excess of
50% of the amount in effect under Section 415(b)(1)(A) of the
Code (as in effect for the calendar year in which
Determination Date (defined in Section 11.3 hereof) for such
Plan year falls). No more than 50 Employees will be
considered officers or, if less, the greater of threeEmployees
or ten percent of Employees;
(b) one of the ten Employees having an annual gross
salary and wages for any such Plan Year in excess of the
maximum dollar limitation under Section 415(c)(1)(A) of the
Code as in effect for the calendar year in which the
Determination Date for such Plan Year falls and owning (or
considered as owning within the meaning of Section 318 of the
Code) both more than one-half of one percent (1/2 or 1%)
interest and one of the largest interests in an Employer;
(c) a five-percent owner of an Employer;
(d) a one-percent owner of Employer having an annual
gross salary and wages (as defined in Section 1.415-2(d) of
the Treasury Regulations) from all Employers of more than
$150,000.
Whether an Employee is a five-percent owner or a one-percent
owner shall be determined in accordance with Section 416(i)
of the Code and the regulations thereunder.
For purposes of this section, Beneficiaries of an Employee
acquire the character of the Employee who performed services
for the Employer and inherited benefits retain the character
of the benefits of the Employee who performed services for
the Employer.
11.3 Top-Heaviness Determination.
___________________________ The determination of
whether the Plan qualifies as a Top-Heavy Plan shall be made
as of the last day of the preceding Plan Year (hereinafter
referred to as the "Determination Date"). The Participant
accounts of a Key Employee and of any other Employee, for
purposes of testing for Top-Heaviness, shall be determined as
of the Valuation Date within a twelve-month period ending on
the Determination Date and shall include the amount of any
contributions that would be allocable to Participant Accounts
as of the Determination Date, even if such amounts have not
yet been contributed. In addition, Participant Accounts shall
be increased by the aggregate distributions made to such
Participant under the Plan during the five-year period ending
on the Determination Date. For purposes of testing for
Top-Heaviness, (a) if any individual is a "Non-Key Employee"
with respect to any Plan Year, his Accounts shall not betaken
into account if he was a Key Employee for an earlierPlan Year
and (b) an individual's Accounts shall not be taken into
account if he has not had any service with the Employer
(other than benefits under the Plan) at any time during the
5-year period ending on the Determination Date "Non-
<PAGE>
Key Employee" shall mean any Employee who is not a Key
Employee and includes Employees who are former Key Employees.
11.4 Aggregation of Plans.
____________________ For purposes of determining
whether the Plan is a Top-Heavy Plan for any Plan Year, all
employers required to be aggregated and treated as one
employer under Sections 414(b), (c) and (m) of the Code,
shall be so treated under this Section. In addition, any
pension or profit-sharing plan qualified under the provisions
of Section 401 of the Code, which is then maintained by the
Employer (except those plans applicable exclusively to
employees described in Section 410(b)(3) of the Code) in
which a Key Employee participates or which enables a plan in
which a Key Employee participates to meet the requirements of
Sections 401(a) or 410 of the Code shall be aggregated and
the determination of whether any such plan is a Top-Heavy
Plan shall be made as if all such plans were a single plan
for purposes of this Article.
11.5 Employer Contributions.
______________________ In the event the Plan is
determined to be a Top-Heavy Plan for any Plan Year, Employer
Contributions (including forfeitures, if applicable, but does
not include amounts contributed as a result of an elective
salary reduction agreement) with respect to any Participant
who is a Non-Key Employee (as defined in Section 11.3 above)
shall not be less than the lesser of (a) 3 percent of such
Participant's of Section 415 of the Code) or (b) that
percentage of such Participant's gross salary and wages which
is equivalent to the highest percentage of gross salary and
wages for which Employer Contributions (including amounts
contributed as a result of an elective salary reduction
agreement and forfeitures, if applicable) were allocated to a
Key Employee, subject to such regulations as shall be
prescribed pursuant to Section 416(f) of the Code including
regulations to prevent inappropriate omissions or require
duplication of minimum benefits or contributions. In any yearin
which the Plan is determined to be top-heavy, each non-Key
Employee participating in the Plan will receive the minimum
contribution if the Participant has not separated from
service at the end of the Plan Year, regardless of whether
the non-Key Employee has more or less than 1,000 hours of
service (or the equivalent). A Non-Key Employee Participant's
account balance(s) attributable to the minimum contributions
required pursuant to this Section 11.5 are not subject to
forfeiture even if said Participant withdraws mandatory
Employee contributions. For purposes of this Subparagraph,
with respect to Plan Years beginning after December 31, 1984,
Employer Contributions attributable to a cash or deferred
salary reduction agreement are not included as Employer
Contributions. For purposes of this section with respect to
Plan years beginning after March 31, 1988, (a) any employer
matching contributions under the Plan or any other defined
contribution plan of any Affiliated Business used to satisfy
the nondiscrimination tests of Code Section 401(k) and 401(m)
and (b) any employer contributions attributable to a cash or
deferred salary reduction agreement are included in
determining employer contributions made on behalf of Key
Employees, but are not included as employer contributions to
satisfy the minimum required contribution for non-Key
Employees.
For purposes of determining the highest percentage of gross
salary and wages for which Employer Contributions (including
amounts contributed as a result of an elective salary
reduction agreement and forfeitures, if applicable) were made
to a Key Employee, such percentage shall be determined by
dividing Employer Contributions (including amounts
<PAGE>
contributed as a result of an elective salary reduction
agreement and forfeitures, if applicable) to such Key
Employee by so much of such Key Employee's gross salary and
wages as does not exceed (a) for Plan Years beginning on or
after April 1, 1989 and ending on or before March 31, 1994,
$200,000 (as adjusted by the Secretary of the Treasury) and
(b) for Plan Years beginning on or after April 1, 1994,
"$150,000 (as adjusted by the Secretary of the Treasury).
11.6 Multiple Plan Fractions.
_______________________ In the event the Plan is
determined to be a Top-Heavy Plan for any Plan Year, if the
Employer maintains both a defined contribution plan and a
defined benefit plan qualifying under Section 401(a) or
403(a) of the Code, the defined benefit and defined
contribution fractions, which limit contributions and
benefits payable to a Participant of both plans, shall be
applied by substituting "1.0" for "1.25", provided, however,
that this Section shall not apply if:
(a) the condition set forth in Section 11.5 is met if
"4 percent" is substituted for "3 percent" in such Section;
and
(b) the Plan would not be a Top-Heavy Plan if "ninety
percent (90%)" is substituted for "sixty percent" in Section
11.1.
11.7 Vesting if Plan is Top-Heavy.
____________________________ If the Plan fails the
Top-Heavy Test in any given Plan Year then each Participant
who has completed three Years of Service with the Employer,
or an Affiliated Business, maintaining the Plan then the
Participant is deemed to be fully vested in his accounts for
all Employer Contributions made.
ARTICLE XII
CHANGE IN CONTROL
12.1 Termination or Amendment.
________________________ Notwithstanding any
provision contained in the Plan to the contrary, for a period
of one (1) year following a Change in Control (as hereinafter
defined), the Plan may not be terminated or amended in any
way that would adversely affect the computation or amount of,
or entitlement to, benefits hereunder, including, but not
limited to, (a) any reduction in the right to make deferred
salary contributions by any individual who was an Employee on
the date immediately prior to a Change in Control, (b) a
reduction in the level of Employer Contributions with respect
to such individuals immediately prior to a Change in Control
or (c) any change in the distribution or withdrawal
provisions; provided, however, that the Plan may be amended
to the extent necessary to preserve its qualification under
the Code. Any amendment or termination of the Plan that (i)was
at the request of a third party who has indicated anintention
or taken steps reasonably calculated to effect a Change in
Control or (ii) unless such amendment confers additional
benefits on the Participants or Beneficiaries, otherwise arose
in connection with, or in anticipation of, a Change in Control
shall be null and void, and shall have no effect whatsoever.
Notwithstanding any provision contained in the Plan to the
contrary, following a Change in Control, the Plan may not be
terminated or amended in any way if the effect of such
termination or amendment would be to eliminate or adversely
affect for any Participant or Beneficiary the tax treatment
relating to "net unrealized appreciation" with respect
to Company Stock as provided for in Sections 402(a) and 402(e)
of the Code.
<PAGE>
12.2 Change in Control.
_________________ For purposes of the Plan, a
"Change in Control" shall mean any of the following events:
(a) An acquisition (other than directly from Tandy) of
any voting securities of Tandy (the "Voting Securities") by
any "Person" (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) immediately after which
such Person has "Beneficial Ownership" (within the meaning
of Rule 13d-3 promulgated under the 1934 Act) of fifteen
percent (15%) or more of the combined voting power of
Tandy's then outstanding Voting Securities; provided,
however, in determining whether a Change in Control has
occurred, Voting Securities which are acquired in a
"Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in
Control. A "Non-Control Acquisition" shall mean an
acquisition by (1) an employee benefit plan (or a trust
forming a part thereof) maintained by (i) Tandy or (ii) any
corporation or other Person of which a majority of its
voting power or its voting equity securities or equity
interest is owned, directly or indirectly, by Tandy (a
"Subsidiary"), (2) Tandy or its Subsidiaries, or (3) any
Person in connection with a "Non-Control Transaction" (as
hereinafter defined);
(b) The individuals who, as of August 22, 1990, aremembers
of the Board of Directors of Tandy (the "IncumbentBoard") cease
for any reason to constitute at least two-thirds of the Board;
provided, however, that if the election, or nomination for
election by Tandy's stockholders, of any new director
was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of the Plan, be
considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a
member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened
"Election Contest" (as described in Rule 14a-11 promulgated
under the 1934 Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than
such Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest
or Proxy Contest; or
(c) Approval by stockholders of Tandy of:
(1) A merger, consolidation or reorganization
involving Tandy, unless
(i) the stockholders of Tandy, immediately
before such merger, consolidation or reorganization, own,
directly or indirectly immediately following such merger,
consolidation or reorganization, at least sixty percent (60%)
of the combined voting power of the outstanding securities of
the corporation resulting from such merger or consolidation
or reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of the
Voting Securities immediately before such merger,
consolidation or reorganization,
(ii) the individuals who were members of the
Incumbent Board immediately prior to the execution of the
<PAGE>
agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the members
of the board of directors of the Surviving Corporation,
(iii) no Person (other than Tandy, any
Subsidiary, any employee benefit plan (or any trust forming
apart thereof) maintained by Tandy, the Surviving Corporation,
or any Subsidiary, or any Person who, immediately prior to
such merger, consolidation or reorganization had Beneficial
Ownership of fifteen percent (15%) or more of the then
outstanding Voting Securities) has Beneficial Ownership of
fifteen percent (15%) or more of the combined voting power of
the Surviving Corporation's then outstanding voting
securities, and
(iv) a transaction described in clauses (i)
through (iii) shall herein be referred to as a "Non-Control
Transaction";
(2) A complete liquidation or dissolution of Tandy; or
(3) An agreement for the sale or other disposition of
all or substantially all of the assets of Tandy to any Person
(other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the
permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by Tandy
which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this
sentence) as a result of acquisition of Voting Securities by
Tandy, and after such share acquisition by Tandy, the
Subject Person becomes the Beneficial Owner of any
additional Voting Securities which increases the percentage
of the then outstanding Voting Securities Beneficially Owned
by the Subject Person, then a Change in Control shall occur.
12.3 Article XII Amendment.
_____________________ Notwithstanding any provision
contained in the Plan to the contrary, no provision of this
Article XII may be amended at any time in any manner that
would adversely affect the right to or amount of any benefits
upon a Change in Control.
12.4 Successors and Assigns.
______________________ Notwithstanding any provision
contained in the Plan to the contrary, theprovisions of this
Article XII shall be binding upon theCompany and its successors
and assigns.
12.5 Severability.
____________ Notwithstanding any provision
contained in the Plan to the contrary, the provisions of this
Article XII shall be deemed severable and the validity or
unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
<PAGE>
12.6 Contrary Provisions.
___________________ The provisions of this Article
XII shall govern notwithstanding anything contained in the
Plan to the contrary.
IN WITNESS WHEREOF, the COMPANY and the TRUSTEE have executed
this instrument at Fort Worth, Texas, as of the date first
set forth above.
TANDY CORPORATION
ATTEST:
/s/ Jana Freundlich BY: /s/ RLRamsey
_____________________________ _____________________________
Assistant Secretary Vice President and Controller
PUTNAM FIDUCIARY TRUST COMPANY
ATTEST:
/s/ Monica C. Peters BY: /s/ Margaret Dolan
______________________________ ____________________________
New Business Specialist Vice President and Trust Officer
<PAGE>
Exhibit 5
{Satterlee Stephens Burke & Burke letterhead}
March 18, 1996
Tandy Corporation
1800 One Tandy Center
Fort Worth, Texas 76102
Dear Sirs:
You have requested our opinion in connection with a
Post- Effective Amendment to Registration Statement on Form
S-8/A-1 (File No. 33-51603) to be filed with the Securities
and Exchange Commission pursuant to the Securities Act of
1933, as amended, with respect to (i) shares of common stock,
par value $1.00 per share ("Common Stock") of Tandy
Corporation ("Company") and Preferred Share Purchase Rights
("Rights") appurtenant thereto, to be purchased by employees
pursuant to the Tandy Stock Plan (the "Tandy Stock Plan") and
(ii) shares of Company Common Stock and Rights appurtenant
thereto, to be purchased by employees pursuant to the Tandy
Fund (the "Tandy Fund").
As counsel for the Company, we are familiar with the
Tandy Stock Plan and the Tandy Fund, and with the corporate
proceedings relating thereto. Based thereon, it is our
opinion that the securities registered for the Tandy Stock
Plan and the Tandy Fund, when sold or issued pursuant to the
terms of the Tandy Stock Plan or Tandy Fund, will be legally
issued, fully paid and non-assessable, provided, in the case
of original issue shares (if any), the Company receives as
consideration an amount at least equal to the par value
thereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm under the caption "Legal Matters" in the Prospectus
forming a part thereof.
Very truly yours,
/s/ Satterlee Stephens Burke & Burke
<PAGE>
Exhibit 24 (a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference inthis
Registration Statement on Form S-8/A-1 of our reportdated
February 22, 1995 appearing on page 28 of Tandy Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Worth, Texas March 18, 1996
