Home News Center Investor Relations Corporate Citizenship Contacts Careers franchise RadioShack.com

 

Insider Trading Policy

I. Introduction

     The purpose of this insider trading policy is to promote compliance with all applicable federal and state securities laws by RadioShack Corporation and its board members, officers and employees. This policy replaces any previous policy of RadioShack concerning insider trading.

II. Applicability

     This policy is applicable to all board members, officers, employees, agents and advisors of RadioShack Corporation and its subsidiaries (collectively, "RadioShack"). This policy applies to all our employees, whether located in or outside the United States. Questions regarding this policy should be directed to RadioShack's General Counsel.

III. Policy

     If any member of the board of directors, officer or employee of RadioShack, or any agent or advisor of RadioShack, has material nonpublic information relating to RadioShack, it is RadioShack's policy that neither that person nor any Related Person (as defined in Section IV.D. below) may buy or sell securities of RadioShack or engage in any other action to take advantage of, or pass on to others, that information. This policy also applies to material nonpublic information relating to any other company with publicly traded securities, including our customers or suppliers, obtained in the course of your employment by, or association with, RadioShack.

     To avoid even the appearance of impropriety, additional restrictions on trading RadioShack securities, as described in Section VI below, apply to members of the board of directors and officers.

IV. Definitions/Explanations

A. Who is an "Insider"?

     Any person who possesses material nonpublic information is considered an insider as to that information. Insiders include RadioShack board members, officers, employees, independent contractors and those persons in a special relationship with RadioShack (e.g., its auditors, consultants or attorneys). The definition of insider is specific to each transaction. In other words, an individual is an insider with respect to each item of material nonpublic information of which he or she is aware.

B. What is "Material" Information?

     The materiality of information depends upon the circumstances. Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision whether to buy, sell or hold a security or if the information is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company's business or to any type of security, whether debt or equity.

     Some examples of material information include:

  • unpublished financial results,
  • news of a pending or proposed company transaction,
  • significant changes in corporate objectives,
  • news of a significant sale or purchase of assets,
  • resignation of the independent auditor,
  • changes in dividend policies, and
  • financial liquidity problems.

     The above list is only illustrative; many other types of information may be considered "material," depending on the circumstances. The materiality of particular information is subject to reassessment on a constant basis.

C. What is "Nonpublic" Information?

     Information is "nonpublic" if it is not available to the general public. For information to be considered public, it must be widely disseminated in a manner making it generally available to investors through media like Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press, or United Press International. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination, unless and until publicly confirmed or denied by RadioShack.

D. Who is a "Related Person"?

     For purposes of this policy, a Related Person includes:

  • your spouse, minor children and anyone else living in your household,
  • partnerships in which you are a general partner;
  • trusts of which you are a trustee; and
  • estates of which you are an executor or executrix.

V. Restrictions

A. Non-disclosure of Material Nonpublic Information

     Material nonpublic information must not be disclosed to anyone, except the persons within RadioShack or third party agents of RadioShack (such as the independent auditors, investment banking advisors or outside legal counsel) whose positions require them to know it, until this information has been publicly released by RadioShack.

B. Prohibited Trading in RadioShack Securities

     You may not place a purchase or sell order or recommend that another person place a purchase or sell order in RadioShack securities (including initial elections, changes in elections or reallocation of RadioShack stock in your RadioShack 401(k) plan account) when you have knowledge of material information concerning RadioShack that has not been disclosed to the public. By purchasing or selling RadioShack securities, you are attesting that you do not have knowledge of material nonpublic information concerning RadioShack.

     This rule does not apply to the purchase of stock under the RadioShack Stock Purchase Plan, the RadioShack Supplemental Stock Plan, the RadioShack Shares Plan, or RadioShack's Executive Deferred Compensation/Stock Plans. However, stock that is acquired through these plans is subject to this policy and may not be sold while you are in possession of material nonpublic information.

C. Prohibition of Trading for Two Days Following Earnings Releases and Other Material Announcements

     All employees must allow at least two full trading days following publication of earnings releases and other material announcements before trading in RadioShack securities. This two-day period permits a reasonable amount of time to elapse for the market to react to the information contained in the announcement.

     Therefore, if RadioShack makes an announcement before the commencement of trading on a Monday, an employee may trade in RadioShack securities starting on Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and Tuesday). If the announcement is made on Monday after trading begins, employees may not trade in RadioShack securities until Thursday. If the announcement is made on Friday after trading begins, employees made not trade in RadioShack securities until Wednesday of the following week.

D. "Tipping" Information to Others

     Insiders are liable for communicating or tipping material nonpublic information to Related Persons and any other third party (a "tippee"). Further, insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material nonpublic information tipped to them and individuals who trade on material nonpublic information which has been misappropriated.

     Tippees inherit an insider's duties and are liable for trading on material nonpublic information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee's liability for insider trading is no different from that of an insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings.

E. Avoid Speculation

     Investment in RadioShack and sharing in the growth of RadioShack, however, does not mean short-range speculation based on fluctuations in the market. Such activities may put the personal gain of the board member, officer or employee in conflict with the best interests of RadioShack and its shareholders. Consequently, board members and officers, and their Related Persons, may not trade in options, warrants, puts and calls or similar instruments on RadioShack securities or sell RadioShack securities "short." In addition, board members and officers, and their Related Persons, may not hold RadioShack securities in margin accounts. Investing in RadioShack securities provides an opportunity to share in the future growth of RadioShack.

     Anyone may, of course, exercise stock options granted to them by RadioShack and, subject to the restrictions discussed in this policy and other applicable RadioShack policies, sell shares acquired through exercise of these options.

F. Trading in Other Securities

     No RadioShack board member, officer or employee may place a purchase or sell order, or recommend that another person place a purchase or sell order, in the securities of another corporation if the person learns of material nonpublic information about the other corporation in the course of his/her employment with RadioShack.

VI. Additional Restrictions and Requirements for Board Members, Officers and Certain Other Employees

A. Trading Window

     In addition to being subject to all of the other limitations in this policy, members of the board of directors, officers, senior directors, and region directors of RadioShack may buy or sell RadioShack securities only during the period beginning two full trading days after the release of RadioShack quarterly earnings and ending one calendar month prior to the end of the next fiscal quarter, as described in the table below:

Trading Window Opens
Trading Window Closes
Two full trading days after the annual earnings release (typically in mid-February)
February 28/29
Two full trading days after the 1Q earnings release (typically in mid-April)
May 31
Two full trading days after the 2Q earnings release (typically in mid-July)
August 31
Two full trading days after the 3Q earnings release (typically in mid-October)
November 30

     The General Counsel may also require persons in addition to those listed above to comply with the trading window for specified time periods.

B. Pre-Clearance

     Notwithstanding the fact that a trading window is open,

  • all members of RadioShack's board of directors and RadioShack's General Counsel (and their Related Persons) must obtain prior clearance from the Presiding Director of the board of directors, and
  • all RadioShack officers (and their Related Persons) must obtain prior clearance from RadioShack's General Counsel

before placing any order for or making any purchase or sale of RadioShack securities, including any exercise of stock options. Prior clearance is required for all purchases or sales, including modifying investment options in RadioShack's 401(k) plan.

     Clearance of a transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance of the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

C. Rule 10b5-1 Plans

     Members of the board of directors, officers, and senior directors of RadioShack will not be prohibited from trading in RadioShack securities during periods when the trading window described above is closed, if the transactions are effected pursuant to a previously established contract, plan or instruction that satisfies the requirements of SEC Rule 10b5-1, as long as the contract, plan or instruction complies with all policies and procedures established by RadioShack and has been acknowledged in advance by the General Counsel.

     The Company and the Company's officers, employees or other representatives will in no event be deemed, by their approval of an individual's plan, to have represented that the plan complies with Rule 10b5-1 or to have assumed any liability or responsibility to the individual or any other party if the plan does not comply with the Rule 10b5-1.



Posted: 8/10/04

 

 



Copyright
© RadioShack Corporation 2007-08.
All rights reserved. Privacy Policy.
Please note that all information on this Site is governed by the following Terms and Conditions.