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                                                                   EXHIBIT 10.33


                               SEVERANCE AGREEMENT

         This SEVERANCE AGREEMENT ("Agreement"), effective as of _________,
____, by and between Tandy Brands Accessories, Inc., a Delaware corporation (the
"Company"), and _____________________ (the "Executive"), evidences that;

         WHEREAS, the Executive is a senior executive of the Company and has
made and/or is expected to make or continue to make significant contributions to
the profitability, growth and financial strength of the Company;

         WHEREAS, the Company desires to assure itself of both present and
future continuity of management in the event of a Change in Control (as defined
hereafter) and desires to establish certain minimum compensation rights with
respect to its key senior executives, including the Executive, applicable in the
event of a Change in Control;

         WHEREAS, the Company wishes to ensure that its senior executives are
not practically disabled from discharging their duties upon a Change in Control;

         WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits which the Executive could reasonably expect to receive
from the Company absent a Change in Control and, accordingly, although effective
and binding as of the date hereof, this Agreement shall become operative only
upon the occurrence of a Change in Control; and

         WHEREAS, the Executive is willing to render services to the Company on
the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, the Company and the Executive agree as follows:

         1. Operation of Agreement:

            (a)         Sections 1 and 8 through 20 of this Agreement shall be
                        effective and binding as of the Effective Date, but,
                        anything in this Agreement to the contrary
                        notwithstanding, Sections 2, 3, 4, 5, 6 and 7 of this
                        Agreement shall not be effective and binding unless and
                        until there shall have occurred a Change in Control. For
                        purposes of this Agreement, a "Change in Control" will
                        be deemed to have occurred if at any time during the
                        Term (as hereinafter defined) any of the following
                        events shall occur:

                        (i)         The Company is merged, consolidated or
                                    reorganized into or with another corporation
                                    or other legal entity, and as a result of
                                    such merger, consolidation or reorganization
                                    less than a majority of the combined voting
                                    power of the then outstanding securities of
                                    the Company or such corporation or other
                                    legal entity immediately after such
                                    transaction are held in the aggregate by the
                                    holders of Voting Stock (as hereinafter
                                    defined) of the Company immediately prior to
                                    such transaction and/or such voting power is
                                    not held by substantially all of such
                                    holders in substantially the same
                                    proportions relative to each other;


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                        (ii)        The Company sells (directly or indirectly)
                                    all or substantially all of its assets
                                    (including, without limitation, by means of
                                    the sale of the capital stock or assets of
                                    one or more direct or indirect subsidiaries
                                    of the Company) to any other corporation or
                                    other legal entity, of which less than a
                                    majority of the combined voting power of the
                                    then outstanding voting securities (entitled
                                    to vote generally in the election of
                                    directors or persons performing similar
                                    functions on behalf of such other
                                    corporation or legal entity) of such other
                                    corporation or legal entity are held in the
                                    aggregate by the holders of Voting Stock (as
                                    hereinafter defined) of the Company
                                    immediately prior to such sale and/or such
                                    voting power is not held by substantially
                                    all of such holders in substantially the
                                    same proportions relative to each other;

                        (iii)       Any person (as the term "person" is used in
                                    Section 13(d)(3) or Section 14(d)(2) of the
                                    Securities Exchange Act of 1934, as amended
                                    (the "Exchange Act") becomes (subsequent to
                                    the Effective Date) the beneficial owner (as
                                    the term "beneficial owner" is defined under
                                    Rule 13d-3 or any successor rule or
                                    regulation promulgated under the Exchange
                                    Act) of securities representing thirty
                                    percent (30%) or more of the combined voting
                                    power of the then-outstanding securities
                                    entitled to vote generally in the election
                                    of directors of the Company ("Voting
                                    Stock");

                        (iv)        The Company files a report or proxy
                                    statement with the Securities and Exchange
                                    Commission pursuant to the Exchange Act
                                    disclosing in response to Form 8-K, Schedule
                                    14A or Schedule 14C (or any successor
                                    schedule, form or report or item therein)
                                    that a change in control of the Company has
                                    occurred;

                        (v)         If during any one (1) year period,
                                    individuals who at the beginning of any such
                                    period constitute the directors of the
                                    Company cease for any reason to constitute
                                    at least a majority thereof, unless the
                                    election, or the nomination for election by
                                    the Company's stockholders, of each director
                                    of the Company first elected during such
                                    period was approved by a vote of at least
                                    two-thirds (2/3) of (i) the directors of the
                                    Company then still in office who were
                                    directors of the Company at the beginning of
                                    any such period or (ii) directors of the
                                    Company whose nomination and/or election was
                                    approved by the directors referenced in
                                    clause (i) immediately preceding; or

                        (vi)        The stockholders of the Company approve a
                                    plan contemplating the liquidation or
                                    dissolution of the Company.

                        Notwithstanding the foregoing provisions of Subsection
                        1(a)(iii) or 1(a)(iv) hereof, a "Change in Control"
                        shall not be deemed to have



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                        occurred for purposes of this Agreement solely because
                        (i) the Company, (ii) a corporation or other legal
                        entity in which the Company directly or indirectly
                        beneficially owns 100% of the voting securities of such
                        entity, or (iii) any employee stock ownership plan or
                        any other employee benefit plan of the Company or any
                        wholly-owned subsidiary of the Company, either files or
                        becomes obligated to file a report or a proxy statement
                        under or in response to Schedule 13D, Schedule 14D-1,
                        Form 8-K, Schedule 14A or Schedule 14C (or any successor
                        schedule, form or report or item therein) under the
                        Exchange Act, disclosing beneficial ownership by it of
                        shares of Voting Stock, whether in excess of thirty
                        percent (30%) or otherwise, or because the Company
                        reports that a change in control of the Company has
                        occurred by reason of such beneficial ownership.

            (b)         Upon occurrence of a Change in Control at any time
                        during the Term, Sections 2, 3, 4, 5, 6 and 7 of this
                        Agreement shall become immediately binding and
                        effective.

            (c)         The period during which this Agreement shall be in
                        effect (the "Term") shall commence as of the date hereof
                        and shall expire as of the later of (i) the close of
                        business on June 30, ____ or (ii) the expiration of the
                        Period of Employment (as hereinafter defined); provided,
                        however, that (A) subject to Section 9 hereof, if, prior
                        to a Change in Control, the Executive ceases for any
                        reason to be an employee of the Company, thereupon the
                        Term shall be deemed to have expired and this Agreement
                        shall immediately terminate and be of no further effect
                        and (B) commencing on June 30, ____ and the last day of
                        each of the Company's fiscal years commencing
                        thereafter, the Term of this Agreement shall
                        automatically be extended for an additional year unless,
                        not later than ninety (90) calendar days prior to such
                        June 30, the Company or the Executive shall have given
                        notice that the Company or the Executive, as the case
                        may be, does not wish to have the Term of this Agreement
                        extended.

2.       Employment; Period of Employment:

            (a)         Subject to the terms and conditions of this Agreement,
                        upon the occurrence of a Change in Control, the Company
                        shall continue the Executive in its employ and the
                        Executive shall remain in the employ of the Company for
                        the period set forth in Subsection 2(b) hereof (the
                        "Period of Employment"), in the position and with
                        substantially the same duties and responsibilities that
                        the Executive had immediately prior to the Change in
                        Control, or to which the Company and the Executive may
                        hereafter mutually agree in writing. Throughout the
                        Period of Employment, the Executive shall devote
                        substantially all of the Executive's time during normal
                        business hours (subject to vacations, sick leave and
                        other absences in accordance with the policies of the
                        Company as in effect for senior executives immediately
                        prior to the Change in Control) to the business and
                        affairs of the Company, but nothing in this



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                        Agreement shall preclude the Executive from devoting
                        reasonable periods of time during normal business hours
                        to (i) serving as a director, trustee or member of or
                        participant in any organization or business so long as
                        such activity would not constitute Competitive Activity
                        (as hereinafter defined) if conducted by the Executive
                        after the Executive's Termination Date (as hereinafter
                        defined), (ii) engaging in charitable and community
                        activities, or (iii) managing the Executive's personal
                        investments.

            (b)         The Period of Employment shall commence on the date on
                        which a Change in Control occurs and, subject only to
                        the provisions of Section 4 hereof, shall continue until
                        the earlier of (i) the expiration of the third
                        anniversary of the occurrence of the Change in Control
                        or (ii) the Executive's death; provided, however, that
                        commencing on each anniversary of the Change in Control,
                        the Period of Employment shall automatically be extended
                        for an additional year unless, not later than 90
                        calendar days prior to such anniversary date, the
                        Company or the Executive shall have given notice that
                        the Company or the Executive, as the case may be, does
                        not wish to have the Term extended.

3.       Compensation During Period of Employment:

            (a)         During the Period of Employment, the Executive shall
                        receive (i) annual base salary at a rate not less than
                        the Executive's annual fixed or base compensation or
                        such higher rate as may be determined from time to time
                        by the Board of Directors of the Company (the "Board")
                        or the compensation committee or similar committee
                        thereof (the "Committee") (which base salary at such
                        rate is herein referred to as "Base Pay") and (ii) an
                        annual amount equal to not less than the highest
                        aggregate annual bonus, incentive or other payments of
                        cash compensation paid to the Executive in addition to
                        the amounts referred to in clause (i) above made or to
                        be made in or with respect to any calendar year during
                        the three calendar years immediately preceding the year
                        in which the Change in Control occurred pursuant to any
                        bonus, incentive, profit-sharing, performance,
                        discretionary pay or similar policy, plan, program or
                        arrangement of the Company ("Incentive Pay") which
                        contemplates cash payments other than Employee Benefits
                        (as hereinafter defined); provided, however, that
                        nothing herein shall preclude a change in the mix
                        between Base Pay and Incentive Pay so long as the
                        aggregate cash compensation received by the Executive in
                        any one calendar year is not reduced in connection
                        therewith or as a result thereof and, provided further,
                        however, that in no event shall any increase in the
                        Executive's aggregate cash compensation or any portion
                        thereof in any way diminish any other obligation of the
                        Company under this Agreement. The Executive's Base Pay
                        shall be payable monthly. The Executive's Incentive Pay
                        shall be paid annually as soon as reasonably practicable
                        following determination of the amount payable but in no
                        event later than the date which is ninety (90)



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                        days following the last day of the fiscal year during
                        which such Incentive Pay is deemed earned.

            (b)         For the Executive's service pursuant to Subsection 2(a)
                        hereof, during the Period of Employment the Executive
                        shall, if and on the same basis as the Executive
                        participated therein immediately prior to the Change in
                        Control, be a full participant in, and shall be entitled
                        to the perquisites, benefits and service credit for
                        benefits as provided under any and all employee
                        retirement income and welfare benefit policies, plans,
                        programs or arrangements in which senior executives of
                        the Company participate generally, including without
                        limitation any stock option, stock purchase, stock
                        appreciation, savings, pension, supplemental executive
                        retirement or other retirement income or welfare
                        benefit, deferred compensation, incentive compensation,
                        group and/or executive life, accident, health, dental,
                        medical/hospital or other insurance (whether funded by
                        actual insurance or self-insured by the Company),
                        disability, salary continuation, expense reimbursement
                        and other employee benefit policies, plans, programs or
                        arrangements that may exist immediately prior to the
                        Change in Control or any equivalent successor policies,
                        plans, programs or arrangements that may be adopted
                        thereafter by the Company (collectively, "Employee
                        Benefits"); provided, however, that, except as set forth
                        in Section 5(a)(v) hereof, the Executive's rights
                        thereunder shall be governed by the terms thereof and
                        shall not be enlarged hereunder or otherwise affected
                        hereby. Subject to the proviso in the immediately
                        preceding sentence, if and to the extent such
                        perquisites, benefits or service credit for benefits are
                        not payable or provided under any such policy, plan,
                        program or arrangement as a result of the amendment or
                        termination thereof subsequent to a Change in Control,
                        then the Company shall itself pay or provide such
                        Employee Benefits. Nothing in this Agreement shall
                        preclude improvement or enhancement of any such Employee
                        Benefits, provided that no such improvement shall in any
                        way diminish any other obligation of the Company under
                        this Agreement.

            (c)         The Company has determined that the amounts payable
                        pursuant to this Section 3 constitute reasonable
                        compensation. Anything in this Agreement to the contrary
                        notwithstanding, in the event it shall be determined
                        that any payment or distribution by the Company to the
                        Executive (whether paid or payable or distributed or
                        distributable pursuant to the terms of this Agreement or
                        otherwise, but determined without regard to any
                        additional payments required under this Section 3(c)) (a
                        "Payment" and collectively, the "Payments") is subject
                        to the excise tax imposed by Section 4999 of the
                        Internal Revenue Code of 1986, as amended (the "Code"),
                        or any interest or penalties are incurred by the
                        Executive with respect to such excise tax (such excise
                        tax, together with any such interest and penalties, are
                        hereinafter collectively referred to as the "Excise
                        Tax"), then the Company shall pay to the Executive an
                        additional payment (a "Gross-Up Payment") in an amount
                        such that after payment by the Executive of all



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                        taxes (including any interest or penalties imposed with
                        respect to such taxes), including, without limitation,
                        any income taxes (and any interest and penalties imposed
                        with respect thereto) and Excise Tax imposed upon the
                        Gross-Up Payment, the Executive retains an amount of the
                        Gross-Up Payment equal to the Excise Tax imposed upon
                        the Payments.

4.       Termination Following a Change in Control:

         (a)      In the event of the occurrence of a Change in Control, this
                  Agreement may be terminated by the Company during the Period
                  of Employment only upon the occurrence of one or more of the
                  following events:

                  (i)      If the Executive is unable to perform the essential
                           functions of the Executive's job (with or without
                           reasonable accommodation) because the Executive has
                           become permanently disabled within the meaning of,
                           and actually begins to receive disability benefits
                           pursuant to, a long-term disability plan maintained
                           by or on behalf of the Company for senior executives
                           generally or, if applicable, employees of the Company
                           immediately prior to the Change in Control; or

                  (ii)     For "Cause," which for purposes of this Agreement
                           shall mean that, prior to any termination pursuant to
                           Section 4(b) hereof, the Executive shall have
                           committed:

                           (A)      an intentional act of fraud, embezzlement or
                                    theft in connection with the Executive's
                                    duties or in the course of the Executive's
                                    employment with the Company;

                           (B)      intentional wrongful damage to property of
                                    the Company;

                           (C)      intentional wrongful disclosure of
                                    confidential information of the Company; or

                           (D)      intentional wrongful engagement in any
                                    Competitive Activity;

                  and any such act shall have been materially harmful to the
                  Company. For purposes of this Agreement, no act, or failure to
                  act, on the part of the Executive shall be deemed
                  "intentional" if it was due primarily to an error in judgment
                  or negligence, but shall be deemed "intentional" only if done,
                  or omitted to be done, by the Executive not in good faith and
                  without reasonable belief that the Executive's action or
                  omission was in the best interest of the Company.
                  Notwithstanding the foregoing, the Executive shall not be
                  deemed to have been terminated for "Cause" hereunder unless
                  and until there shall have been delivered to the Executive a
                  copy of a resolution duly adopted by the affirmative vote of
                  not less than three-quarters (3/4) of the Board then in office
                  at a meeting of the Board called



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                  and held for such purpose (after reasonable notice to the
                  Executive and an opportunity for the Executive, together with
                  the Executive's counsel, to be heard before the Board),
                  finding that, in the good faith opinion of the Board, the
                  Executive has committed an act set forth above in this Section
                  4(a)(ii) and specifying the particulars thereof in detail.
                  Nothing herein shall limit the right of the Executive or the
                  Executive's beneficiaries to contest the validity or propriety
                  of any such determination.

         (b)      In the event of the occurrence of a Change in Control, this
                  Agreement may be terminated by the Executive during the Period
                  of Employment with the right to benefits as provided in
                  Section 5 hereof upon the occurrence of one or more of the
                  following events:

                  (i)      Any termination by the Company of the employment of
                           the Executive for any reason other than for Cause or
                           as a result of the death of the Executive or by
                           reason of the Executive's disability and the actual
                           receipt of disability benefits in accordance with
                           Section 4(a)(i) hereof; or

                  (ii)     Termination by the Executive of the Executive's
                           employment with the Company during the Period of
                           Employment upon the occurrence of any of the
                           following events:

                           (A)      Failure to elect or reelect the Executive to
                                    the office(s) of the Company which the
                                    Executive held immediately prior to a Change
                                    in Control, or failure to elect or reelect
                                    the Executive as a director of the Company
                                    or the removal of the Executive as a
                                    director of the Company (or any successor
                                    thereto), if the Executive shall have been a
                                    director of the Company immediately prior to
                                    the Change in Control;

                           (B)      A significant adverse change in the nature
                                    or scope of the authorities, powers,
                                    functions, responsibilities or duties
                                    attached to the position(s) with the Company
                                    which the Executive held immediately prior
                                    to the Change in Control, a reduction in the
                                    aggregate of the Executive's Base Pay and
                                    Incentive Pay received from the Company, or
                                    the termination of the Executive's rights to
                                    any Employee Benefits to which the Executive
                                    was entitled immediately prior to the Change
                                    in Control or a reduction in scope or value
                                    thereof without the prior written consent of
                                    the Executive, any of which is not remedied
                                    within ten (10) calendar days after receipt
                                    by the Company of written notice from the
                                    Executive of such change, reduction or
                                    termination, as the case may be;



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                  (C)      A determination by the Executive made in good faith
                           that, following a Change in Control, as a result of a
                           change in circumstances significantly affecting the
                           Executive's position(s) held with the Company,
                           including without limitation, a change in the scope
                           of the business or other activities for which the
                           Executive was responsible immediately prior to a
                           Change in Control, that the Executive has been
                           rendered substantially unable to carry out, has been
                           substantially hindered in the performance of, or has
                           suffered a substantial reduction in any of the
                           authorities, powers, functions, responsibilities or
                           duties attached to the position(s) held with the
                           Company by the Executive immediately prior to the
                           Change in Control, which situation is not remedied
                           within ten (10) calendar days after written notice to
                           the Company from the Executive of such determination;

                  (D)      The liquidation, dissolution, merger, consolidation
                           or reorganization of the Company or transfer of all
                           or a significant portion of its business and/or
                           assets, unless the successor (by liquidation, merger,
                           consolidation, reorganization or otherwise) to which
                           all or a significant portion of its business and/or
                           assets have been transferred (directly or by
                           operation of law) shall have assumed all duties and
                           obligations of the Company under this Agreement
                           pursuant to Section 11 hereof;

                  (E)      The Company shall require that the principal place of
                           work of the Executive be changed to any location
                           which is in excess of fifty (50) miles from the
                           location thereof immediately prior to the Change in
                           Control or to travel away from the Executive's office
                           in the course of discharging the Executive's
                           responsibilities or duties hereunder significantly
                           more (in terms of either consecutive days or
                           aggregate days in any calendar year) than was
                           required of the Executive prior to the Change in
                           Control without, in either case, the Executive's
                           prior consent; or

                  (F)      Any material breach of this Agreement by the Company
                           or any successor thereto.

(c)      A termination by the Company pursuant to Section 4(a) hereof or by the
         Executive pursuant to Section 4(b) hereof shall not affect any rights
         which the Executive may have pursuant to any agreement, policy, plan,
         program or arrangement of the Company providing Employee Benefits,
         which rights shall be governed by the terms thereof. If this Agreement
         or the employment of the Executive is terminated under circumstances in
         which



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         the Executive is not entitled to any payments under Sections 3 or 5
         hereof, the Executive shall have no further obligation or liability to
         the Company hereunder with respect to the Executive's prior or any
         future employment by the Company.

5.       Severance Compensation:

         (a)      If, following the occurrence of a Change in Control, the
                  Company shall terminate the Executive's employment during the
                  Period of Employment other than pursuant to Section 4(a)
                  hereof, or if the Executive shall terminate the Executive's
                  employment pursuant to Section 4(b) hereof, the Company shall
                  pay to the Executive the amount specified in Section 5(a)(i)
                  hereof within five (5) business days after the date (the
                  "Termination Date") that the Executive's employment is
                  terminated (the effective date of which shall be the date of
                  termination, or such other date that may be specified by the
                  Executive if the termination is pursuant to Section 4(b)
                  hereof):


                  (i)      In lieu of any further payments to the Executive for
                           periods subsequent to the Termination Date, but
                           without affecting the rights of the Executive
                           referred to in Section 5(b) hereof, a lump sum
                           payment (the "Severance Payment") in an amount equal
                           to the present value (using a discount rate required
                           to be utilized for purposes of computations under
                           Section 280G of the Code or any successor provision
                           thereto, or if no such rate is so required to be
                           used, a rate equal to the then-applicable interest
                           rate prescribed by the Pension Benefit Guaranty
                           Corporation for benefit valuations in connection with
                           non-multiemployer pension plan terminations assuming
                           the immediate commencement of benefit payments (the
                           "Discount Rate")) of 200% the sum of (A) the
                           aggregate Base Pay (at the highest rate in effect
                           during the Term prior to the Termination Date) plus
                           (B) the aggregate Incentive Pay (based upon the
                           greatest amount of Incentive Pay paid or payable to
                           the Executive for any year during the Term but prior
                           to the year in which the Termination Date occurs);
                           provided, however, that if the amount otherwise
                           payable hereunder is a "parachute payment" (as
                           determined under Section 280G of the Code or any
                           successor provision thereto), then in no event will
                           the "present value" (as determined under Section 280G
                           of the Code or any successor provision thereto) of
                           the amount otherwise payable hereunder, when added to
                           the "present value" (as determined under Section 280G
                           of the Code or any successor provision thereto) of
                           any other "parachute payments" (as that term is
                           defined in Section 280G of the Code or any successor
                           provision thereto) from the Company, exceed an amount
                           (the "299% Amount") equal to 299% of the Executive's
                           "base amount" (as that term is defined in Section
                           280G of the Code (without regard to Section
                           280G(b)(2)(A)(ii) thereof)



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                           or any successor provision thereto) and if the amount
                           otherwise payable hereunder would exceed the 299%
                           Amount, the Severance Payment shall be reduced to the
                           extent necessary so that the aggregate present value
                           determined in the previous clause does not exceed the
                           299% Amount.

                  (ii)     The determination of whether any amount otherwise
                           payable under Section 5(a)(i) is a "parachute
                           payment" and causes the 299% Amount to be exceeded
                           shall be made, if requested by the Executive or the
                           Company, by the Company's public accounting firm (the
                           "Accounting Firm"). The costs of obtaining such
                           determination shall be borne by the Company. The fact
                           that the Severance Payment shall be reduced as a
                           result of the existence of the limitations contained
                           in this Section 5(a) shall not limit or otherwise
                           affect any rights of the Executive to any Employee
                           Benefit, or other right arising other than pursuant
                           to this Agreement. Without limiting the generality of
                           the foregoing, upon the Executive's termination of
                           employment under the circumstances described in this
                           Section 5, the Company shall (upon request of the
                           Executive) pay over to the Executive all vested
                           benefits to which the Executive is entitled under and
                           in accordance with the terms of the Company's
                           employee savings, stock ownership, supplemental
                           executive retirement and similar plans in the event
                           such payments are not otherwise made in accordance
                           with the terms of such plans.

                  (iii)    Except to the extent that the payments or benefits
                           pursuant to this Section 5(a)(iii) would result in a
                           reduction of the amount of the Severance Payment
                           because they would exceed the 299% Amount, (A) for a
                           period of two (2) years immediately following the
                           Termination Date the Company shall arrange to provide
                           the Executive with Employee Benefits substantially
                           similar to those which the Executive was receiving or
                           entitled to receive immediately prior to the
                           Termination Date (and if and to the extent that such
                           benefits shall not or cannot be paid or provided
                           under any policy, plan, program or arrangement of the
                           Company solely due to the fact that the Executive is
                           no longer an officer or employee of the Company, then
                           the Company shall itself pay to the Executive and/or
                           the Executive's dependents and beneficiaries, such
                           Employee Benefits) and (B) without limiting the
                           generality of the foregoing, the two (2) year period
                           referred to above shall be considered service with
                           the Company for the purpose of service credits under
                           the Company's retirement income, supplemental
                           executive retirement and other benefit plans
                           applicable to the Executive and/or the Executive's
                           dependents and beneficiaries immediately prior to the
                           Termination Date. Without otherwise limiting the
                           purposes or effect of Section 6 hereof, Employee



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                           Benefits payable to the Executive pursuant to this
                           Section 5(a)(iii) by reason of any "welfare benefit
                           plan" of the Company (as the term "welfare benefit
                           plan" is defined in Section 3(1) of the Employee
                           Retirement Income Security Act of 1974, as amended)
                           shall be reduced to the extent comparable welfare
                           benefits are actually received by the Executive from
                           another employer during such period following the
                           Executive's Termination Date until the expiration of
                           the two (2) year period referred to above.

                  (iv)     Notwithstanding any provision of this Section 5(a) to
                           the contrary, in the event the benefits intended to
                           be provided to the Executive pursuant to Section
                           5(a)(iii) hereof are required to be reduced in whole
                           or in part because the value of such Employee
                           Benefits, when added to the amount of the Severance
                           Payment under Section 5(a)(i), would be "parachute
                           payments" that exceed the 299% Amount, the Executive
                           shall have the option to elect to receive, in lieu of
                           all or a portion of the Severance Payment provided in
                           Section 5(a)(i) hereof, one or more Employee
                           Benefits, provided, that (A) prior to the receipt of
                           any payment under Section 5(a)(i) hereof, the
                           Executive gives the Company notice of such election
                           specifying the Employee Benefit or Employee Benefits
                           so elected to be received, and (B) in no event shall
                           the "aggregate present value of the payments in the
                           nature of compensation" (as that phrase is used in
                           Section 280G of the Code) received by the Executive
                           as a result of the receipt of such Employee Benefits,
                           when added to the remaining portion of the Severance
                           Payment, if any, to be received by the Executive,
                           exceed the 299% amount.

                  (v)      In addition to all other compensation due to the
                           Executive, the following shall occur immediately
                           following the occurrence of a Change in Control:

                           (A)      all Company stock options held by the
                                    Executive prior to a Change in Control shall
                                    be exercisable, regardless of whether or not
                                    the vesting/performance conditions set forth
                                    in the relevant agreements shall have been
                                    satisfied in full;

                           (B)      all restrictions on any restricted
                                    securities granted by the Company to the
                                    Executive prior to a Change in Control shall
                                    be removed and the securities shall be fully
                                    vested and freely transferable, regardless
                                    of whether the vesting/performance
                                    conditions set forth in the relevant
                                    agreements shall have been satisfied in
                                    full;

                           (C)      the Executive shall have an immediate right
                                    to receive all performance shares granted
                                    prior to a Change in Control, and such
                                    performance shares shall be fully vested and


                                       11
<PAGE>

                                    freely transferable without restrictions,
                                    regardless of whether or not specific
                                    performance goals set forth in the relevant
                                    agreements shall have been attained; and

                           (D)      all performance units granted to the
                                    Executive prior to a Change in Control shall
                                    be immediately payable in cash or Common
                                    Stock, at the Executive's sole option,
                                    regardless of whether or not the relevant
                                    performance cycle has been completed, and
                                    regardless of whether any other terms and
                                    conditions of the relevant agreements shall
                                    have been satisfied in full.

         (b)      Upon written notice given by the Executive to the Company
                  prior to the receipt of any payment pursuant to Section 5(a)
                  hereof, the Executive, at the Executive's sole option, without
                  reduction to reflect the present value of such amounts as
                  aforesaid, may elect to have all or any of the Severance
                  Payment payable pursuant to Section 5(a)(i) hereof paid to the
                  Executive on a quarterly or monthly basis during the remainder
                  of the Period of Employment.

         (c)      There shall be no right of set-off or counterclaim in respect
                  of any claim, debt or obligation against any payment to or
                  benefit (including Employee Benefits) of the Executive
                  provided for in this Agreement.

         (d)      Without limiting the rights of the Executive at law or in
                  equity, if the Company fails to make any payment required to
                  be made hereunder on a timely basis, the Company shall pay
                  interest on the amount thereof at an annualized rate of
                  interest equal to the then-applicable Discount Rate or, if
                  lesser, the highest rate allowed by applicable usury laws.

         6. No Mitigation Obligation: The Company hereby acknowledges that it
will be difficult, and may be impossible, for the Executive to find reasonably
comparable employment following the Termination Date and that the noncompetition
covenant contained in Section 7 hereof will further limit the employment
opportunities for the Executive. Accordingly, the parties hereto expressly agree
that the payment of the severance compensation by the Company to the Executive
in accordance with the terms of this Agreement will be liquidated damages, and
that the Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
shall any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise, except as expressly provided in Section
5(a)(iii) hereof.

         7. Competitive Activity: During a period ending one (1) year following
the Termination Date, if the Executive shall have received or shall be receiving
benefits under Section 5(a) hereof, the Executive shall not, without the prior
written consent by the Company, directly or indirectly engage in the business of
developing products competitive with the business of the Company within the
United States of America and any other geographical area



                                       12
<PAGE>

served by the Company during the twelve (12) month period immediately preceding
termination of the Executive's employment with the Company nor will the
Executive engage, within such geographical area(s), in the design, development,
distribution, manufacture, assembly or sale of a product or service in
competition with any product or service marketed or planned by the Company
immediately prior to the Termination Date, the plans, designs or specifications
of which have been revealed to the Executive. The Executive acknowledges that
these limited prohibitions are reasonable as to time, geographical area and
scope of activities to be restrained and that the limited prohibitions do not
impose a greater restraint than is necessary to protect the Company's goodwill,
proprietary information and other business interests. "Competitive Activity"
shall not include (i) the mere ownership of a de minimis amount of securities in
any such enterprise and exercise of rights appurtenant thereto or (ii)
participation in management of any such enterprise or business operation thereof
other than in connection with the competitive operation of such enterprise.

         8. Legal Fees and Expenses: It is the intent of the Company that the
Executive not be required to incur the expenses associated with the enforcement
of the Executive's rights under this Agreement by litigation or other legal
action because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Executive hereunder. Accordingly, if it
should appear to the Executive that the Company has failed to comply with any of
its obligations under this Agreement or in the event that the Company or any
other person takes any action to declare this Agreement void or unenforceable,
or institutes any litigation designed to deny, or to recover from, the Executive
the benefits intended to be provided to the Executive hereunder, the Company
irrevocably authorizes the Executive from time to time to retain counsel of the
Executive's choice, at the expense of the Company as hereafter provided, to
represent the Executive in connection with the litigation or defense of any
litigation or other legal action, whether by or against the Company or any
director, officer, stockholder or other person affiliated with the Company, in
any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Company and such counsel, the Company irrevocably
consents to the Executive's entering into an attorney-client relationship with
such counsel (other than Winstead Sechrest & Minick P.C.), and in that
connection the Company and the Executive agree that a confidential relationship
shall exist between the Executive and such counsel. The Company shall pay or
cause to be paid and shall be solely responsible for any and all attorneys' and
related fees and expenses incurred by the Executive as a result of the Company's
failure to perform this Agreement or any provision thereof or as a result of the
Company or any person contesting the validity or enforceability of this
Agreement or any provision thereof as aforesaid.

         9. Employment Rights: Nothing expressed or implied in this Agreement
shall create any right or duty on the part of the Company or the Executive to
have the Executive remain in the employment of the Company prior to any Change
in Control; provided, however, that any termination of employment of the
Executive or removal of the Executive as an officer of the Company following the
commencement of any discussion with a third person that ultimately results in a
Change in Control shall be deemed to be a termination or removal of the
Executive after a Change in Control for purposes of this Agreement.

         10. Withholding of Taxes: The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or government regulation or ruling.



                                       13
<PAGE>

11.      Successors and Binding Agreement:

         (a)      The Company shall require any successor (whether direct or
                  indirect, by purchase, merger, consolidation, reorganization
                  or otherwise) to all or substantially all of the business
                  and/or assets of the Company, to expressly assume and agree to
                  perform this Agreement in the same manner and to the same
                  extent the Company would be required to perform if no such
                  succession had taken place. This Agreement shall be binding
                  upon and inure to the benefit of the Company and any successor
                  to the Company, including without limitation any persons
                  acquiring directly or indirectly all or substantially all of
                  the business and/or assets of the Company whether by purchase,
                  merger, consolidation, reorganization or otherwise (and such
                  successor shall thereafter be deemed the "Company" for the
                  purposes of this Agreement). This Agreement shall not
                  otherwise be assignable, transferable or delegable by the
                  Company.

         (b)      This Agreement shall inure to the benefit of and be
                  enforceable by the Executive's personal or legal
                  representatives, executors, administrators, successors, heirs,
                  distributees and/or legatees.

         (c)      This Agreement is personal in nature and neither of the
                  parties hereto shall, without the consent of the other,
                  assign, transfer or delegate this Agreement or any rights or
                  obligations hereunder except as expressly provided in Section
                  11(a) hereof. Without limiting the generality of the
                  foregoing, the Executive's right to receive payments hereunder
                  shall not be assignable, transferable or delegable, whether by
                  pledge, creation of a security interest or otherwise, other
                  than by a transfer by the Executive's will or by the laws of
                  descent and distribution and, in the event of any attempted
                  assignment or transfer contrary to this Section 11(c), the
                  Company shall have no liability to pay any amount so attempted
                  to be assigned, transferred or delegated.

         (d)      The Company and the Executive recognize that each Party will
                  have no adequate remedy at law for breach by the other of any
                  of the agreements contained herein and, in the event of any
                  such breach, the Company and the Executive hereby agree and
                  consent that the other shall be entitled to a decree of
                  specific performance, mandamus or other appropriate remedy to
                  enforce performance of this Agreement.

         12. Applicable Law: THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW
PRINCIPLES) AND THE LAWS OF THE UNITED STATES OF AMERICA AND WILL, TO THE
MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE IN TARRANT COUNTY,
TEXAS. COURTS WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION OVER ANY AND ALL
DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR
RELATING TO



                                       14
<PAGE>

THIS AGREEMENT. THE PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION
OF SUCH COURTS. VENUE IN ANY SUCH DISPUTE, WHETHER IN FEDERAL OR STATE COURT,
WILL BE LAID IN TARRANT COUNTY, TEXAS. EACH OF THE PARTIES HEREBY WAIVES, AND
AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY CLAIM THAT (i) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE
FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III) ANY LITIGATION COMMENCED
IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

         13. Notices: All notices, demands, requests or other communications
that may be or are required to be given, served or sent by either party to the
other party pursuant to this Agreement will be in writing and will be mailed by
first-class, registered or certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery, telegram or facsimile transmission
addressed as follows:

<Table>
<S>                                             <C>

             (a)  If to the Company:            Tandy Brands Accessories, Inc.
                                                690 East Lamar Boulevard
                                                Suite 200
                                                Arlington, Texas 76011
                                                Facsimile Transmission No.:
                                                                            -------------
                                                Attn:
                                                     ------------------------------------

             with a copy (which will
             not constitute notice) to:         Winstead Sechrest & Minick P.C.
                                                5400 Renaissance Tower
                                                1201 Elm Street
                                                Dallas, Texas  75270
                                                Facsimile Transmission No.: (214) 745-5390
                                                Attn:  Bruce A. Cheatham

             If to the Executive:
                                                -----------------------------------------

                                                -----------------------------------------

                                                -----------------------------------------
                                                Facsimile Transmission No.:
                                                                           --------------
                                                Attn:
                                                     ------------------------------------

             with a copy (which will
             not constitute notice) to:
                                                -----------------------------------------

                                                -----------------------------------------

                                                -----------------------------------------

                                                Facsimile Transmission No.:
                                                                           --------------
                                                Attn:
                                                     ------------------------------------
</Table>


                                       15
<PAGE>

Either party may designate by written notice a new address to which any notice,
demand, request or communication may thereafter be given, served or sent. Each
notice, demand, request or communication that is mailed, delivered or
transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a facsimile transmission) the answer back being
deemed conclusive evidence of such delivery or at such time as delivery is
refused by the addressee upon presentation.

         14. Gender: Words of any gender used in this Agreement will be held and
construed to include any other gender, and words in the singular number will be
held to include the plural, unless the context otherwise requires.

         15. Amendment: This Agreement may not be amended or supplemented except
pursuant to a written instrument signed by the party against whom such amendment
or supplement is to be enforced. Nothing contained in this Agreement will be
deemed to create any agency, joint venture, partnership or similar relationship
between the parties to this Agreement. Nothing contained in this Agreement will
be deemed to authorize either party to this Agreement to bind or obligate the
other party.

         16. Counterparts: This Agreement may be executed in multiple
counterparts, each of which will be deemed to be an original and all of which
will be deemed to be a single agreement. This Agreement will be considered fully
executed when all parties have executed an identical counterpart,
notwithstanding that all signatures may not appear on the same counterpart.

         17. Severability: If any of the provisions of this Agreement are
determined to be invalid or unenforceable, such invalidity or unenforceability
will not invalidate or render unenforceable the remainder of this Agreement, but
rather the entire Agreement will be construed as if not containing the
particular invalid or unenforceable provision or provisions, and the rights and
obligations of the parties will be construed and enforced accordingly. The
parties acknowledge that if any provision of this Agreement is determined to be
invalid or unenforceable, it is their desire and intention that such provision
be reformed and construed in such manner that it will, to the maximum extent
practicable, be deemed to be valid and enforceable.

         18. Third Parties: Except as expressly set forth or referred to in this
Agreement, nothing in this Agreement is intended or will be construed to confer
upon or give to any party other than the parties to this Agreement and their
successors and permitted assigns, if any, any rights or remedies under or by
reason of this Agreement.

         19. Waiver: No failure or delay in exercising any right hereunder will
operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise or the exercise of any other right.

         20. Prior Agreements: This Agreement is voluntarily entered into and
upon the occurrence of a Change in Control will supersede and take the place of
any prior change in control, severance or employment agreements between the
parties hereto. The parties hereto expressly agree and hereby declare that any
and all prior change in control, severance or employment agreements between the
parties are terminated and of no force or effect.


                                       16
<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                                    COMPANY:

                                    TANDY BRANDS ACCESSORIES, INC.

                                    By:
                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------


                                    EXECUTIVE:

                                              ---------------------------------