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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
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| Two full trading days after the 1Q earnings
release (typically in mid-April) |
May 31
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| Two full trading days after the 2Q earnings
release (typically in mid-July) |
August 31
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| 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
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