exv10w2






Exhibit 10.2




AMENDMENT NO. 9 TO THE

TANDY BRANDS ACCESSORIES, INC.

EMPLOYEES INVESTMENT PLAN




     Pursuant to the authority of the undersigned, and the provisions of Section 15.1 thereof, the
Tandy Brands Accessories, Inc. Employees Investment Plan, as amended and restated effective July 1,
2000 (the “Plan”) is hereby amended in the following respects only, effective as of January 1,
2008, except as otherwise provided herein:



     1. Article II, Section 2.1, subsection (c), of the Plan is hereby amended in its entirety to
read as follows:




     “(c) Annual Compensation. The total amounts actually paid or made
available by an Employer to an Employee as remuneration for personal services
rendered during employment each Plan Year, as reported on the Employee’s federal
income tax withholding statement or statements (Form W-2 or its subsequent
equivalent), together with any amounts not includable in the gross income of the
Employee pursuant to Sections 125, 132(f)(4), 457 or 402(g)(3) of the Code, but
Annual Compensation shall not include (i) any Company contributions made under the
Tandy Brands Accessories Stock Purchase Program which are used to purchase stock for
a participating Employee and are included in such Form W-2 as referred to above and
(ii) any amounts realized from the exercise of a non-qualified stock option or from
a disqualifying disposition of a stock option qualified under Section 423 of the
Code, if any.




     The Annual Compensation of each Participant taken into account under the Plan
for any Plan Year shall, for Plan Years beginning on and after January 1, 2008, not
exceed $230,000, as adjusted by the Secretary of the Treasury for increases in the
cost of living at the time and in the manner set forth in Section 401(a)(17)(B) of
the Code. If a Plan Year consists of fewer than twelve (12) months, then the dollar
limitation described in the preceding sentence shall be multiplied by a fraction,
the numerator of which is the number of months in the Plan Year, and the denominator
of which is 12.”



     2. Article VI, Section 6.6, subsection (a), is hereby amended in its entirety, to read as
follows:




     “(a) Limitations. If an Employer maintains, or has ever
maintained, this Plan and one or more other qualified defined contribution
plans, the Annual Additions (as defined in subsection (b) below) allocated
under this Plan to any Participant’s Individual Account shall be limited in
accordance with the allocation provisions of this subsection 6.6(a).



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     The amount of the Annual Additions that may be allocated under this
Plan to the Individual Account of any Participant or former Participant as
of any Allocation Date, together with Annual Additions allocated on behalf
of any such Participant or former Participant under any other defined
contribution plan of the Employer for the Limitation Year (as defined in
subsection (b) below) in which such Allocation Date occurs, shall not exceed
the Maximum Permissible Amount (as defined in subsection (b) below), based
upon Compensation up to such Allocation Date for such Limitation Year.




     If the Annual Additions allocated on behalf of a Participant or former
Participant under this Plan and any other defined contribution plan of the
Employer are to be reduced as of any Allocation Date as a result of
exceeding the limitations described in the next preceding two paragraphs,
such reduction shall be, to the extent required, effected by first reducing
the Annual Additions to be allocated on behalf of such Participant or former
Participant under such other defined contribution plan of the Employer as of
such Allocation Date.




     If as a result of the first three paragraphs of this subsection 6.6(a)
the allocation of Annual Additions under this Plan is to be reduced, such
reduction shall be made as follows, effective January 1, 2009:




     (i) To the extent that the excess Annual Additions of such
Participant do not exceed the applicable dollar amount under Section
414(v) of the Code, reduced by Catch-Up Contributions previously
made and Salary Reduction Contributions previously treated as
Catch-Up Contributions for the taxable year in which the Plan Year
ends, whether under this Plan or another elective deferral program
(as defined under Section 402(g)(3) of the Code), the amount of the
excess Annual Additions of such Participant shall be recharacterized
as Catch-Up Contributions, if such Participant is otherwise eligible
to make Catch-Up Contributions under Section 4.10 during the taxable
year in which the excess Annual Addition arises.




     (ii) To the extent permitted under the Employee Plan Compliance
Resolution System, or other applicable guidance published in the
Internal Revenue Bulletin, as may be amended from time to time, the
amount of such reduction consisting of unmatched Salary Reduction
Contributions first, and earnings attributable thereto, and then
matched Salary Reduction Contributions, and earnings attributable
thereto, shall be paid to the Participant or former Participant as
soon as administratively feasible and, if applicable, any Company
Matching Contributions relating to such excess amount, and earnings
attributable thereto,



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shall be allocated to a suspense account as of such Allocation
Date and be utilized as described in (iii) below.




     (iii) All amounts credited to a suspense account shall be held
until the next succeeding Valuation Date or Dates on which Company
Matching Contributions, if any, may be allocated under the
provisions of the Plan, at which time such excess amount shall be
used to reduce such Company Matching Contributions, if any. In the
event of termination of the Plan, the suspense account shall revert
to the Employer.”



     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument
comprising Amendment No. 9 to the Tandy Brands Accessories, Inc. Employees Investment Plan, Tandy
Brands Accessories, Inc. has caused these presents to be duly executed in its name and on its
behalf this ______ day of ____________, 2009.



	 	 	 	 	 
	 	TANDY BRANDS ACCESSORIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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