##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the fiscal year ended June 30, 2010
 Commission File Number 0-18927
 TANDY BRANDS ACCESSORIES, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    75-2349915
(I.R.S. Employer
Identification Number)
 3631 West Davis Suite A, Dallas, Texas 75211
 214-549-5200
 Common Stock, Par Value $1.00 Per Share
 None
 o Yes þ No
 o Yes þ No
 þ o
 o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART IItem 1 Business
    
    
    3Item 1A Risk Factors
    
    
    9Item 1B Unresolved Staff Comments
    
    
    12Item 2 Properties
    
    
    12Item 3 Legal Proceedings
    
    
    12Item 4 (Removed and Reserved)
    
    
    12PART IIItem 5 Market For Registrants Common Equity, Related Stockholder Matters
And Issuer Purchases Of Equity Securities
    
    
    13Item 6 Selected Financial Data
    
    
    14Item 7 Managements Discussion And Analysis Of Financial Condition And Results Of Operations
    
    
    15Item 7A Quantitative And Qualitative Disclosures About Market Risk
    
    
    19Item 8 Financial Statements And Supplementary Data
    
    
    20Item 9 Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
    
    
    37Item 9A Controls And Procedures
    
    
    37Item 9B Other Information
    
    
    38PART IIIItem 10 Directors, Executive Officers And Corporate Governance
    
    
    39Item 11 Executive Compensation
    
    
    39Item 12 Security Ownership Of Certain Beneficial Owners And Management
And Related Stockholder Matters
    
    
    39Item 13 Certain Relationships And Related Transactions, And Director Independence
    
    
    39Item 14 Principal Accounting Fees And Services
    
    
    39PART IVItem 15 Exhibits And Financial Statement Schedules
    
    
    40SIGNATURES
    
    
    41Exhibit 10.32Exhibit 10.33Exhibit 10.34Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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References in this Annual Report on Form 10-K to we, our, us, or the Company refer to
Tandy Brands Accessories, Inc. and its subsidiaries, unless the context requires otherwise.
 FORWARD-LOOKING STATEMENTS
 This Form 10-K contains forward-looking statements regarding future events and our future results
that are subject to the safe harbors created under the Securities Act of 1933 and the Securities
Exchange Act of 1934. Words such as expects, anticipates, intends, plans, believes,
seeks, estimates, continues, may, variations of such words, and similar expressions are
intended to identify forward-looking statements. In addition, any statements that refer to
projections of our future financial performance, our anticipated growth and trends in our business,
and other characterizations of future events or circumstances are forward-looking statements. We
have based these forward looking statements on our current expectations about future events,
estimates and projections about the industry in which we operate. These statements are not
guarantees of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Our actual results may differ materially from those suggested by these
forward-looking statements for various reasons, including those identified under Risk Factors on
page 9. Given these risks and uncertainties, you are cautioned not to place undue reliance on
forward-looking statements. The forward-looking statements included in this report are made only
as of the date hereof. Except as required under federal securities laws and the rules and
regulations of the United States Securities and Exchange Commission, we do not undertake, and
specifically decline, any obligation to update any of these statements or to publicly announce the
results of any revisions to any forward-looking statements after the distribution of this report,
whether as a result of new information, future events, changes in assumptions, or otherwise.
 
 PART I
 
 ITEM 1 
    
    BUSINESS
 General
 ® ® ® ® ® ® ® ® ® ® ® ® ®
 Significant Business Developments
  
    
    July 2009  Acquisition of certain strategic assets from Chambers Belt Company
(Chambers). The acquisition contributed $34.6 million of net sales in fiscal 2010,
provided talented employees and designs, and diversified our supplier base.
 
    
    December 2009  Relocation of our headquarters from Arlington, Texas to our
existing Dallas, Texas distribution center.
 
    
    February 2010  Announcement of a plan to consolidate our operations in Yoakum,
Texas into our Dallas, Texas distribution facility. We completed the consolidation in July
2010 and expect the consolidation to improve our customer service capabilities, increase
operational efficiencies, and reduce annualized operating expenses.
   3




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Product Lines
  Belts
    
    
    66.5
    %Gifts
    
    
    15.4Small leather goods
    
    
    11.6Other products
    
    
    6.5
  Belts
  Gifts
  Small Leather Goods
  Other Products
  Our Brands
  Type
    
    Net SalesPrivate brands
    
    $
    84.5
    
    
    
    59.6
    %Licensed brands
    
    
    34.2
    
    
    
    24.1Proprietary brands
    
    
    23.2
    
    
    
    16.3$
    141.9
 Private Brand Products
  Licensed Brands
 ® ® ®
  4




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##### Table of Contents



® ® ® ®  ® ® ®
 ® ® ®
 Proprietary Brands
 ® ® ® ® ® ® ® ®
 Product Distribution
  Department stores
    
    Office supply storesSpecialty chains
    
    E-commerce websitesMass merchants
    
    National chain storesUnited States military retail exchange operations
    
    Outlet storesGolf pro shops
    
    Sporting goods storesSupermarkets
    
    Individual specialty storesUniform stores
    
    Catalog retailersTV shopping networks
    
    Shoe storesDrug stores
    
    Wholesale clubs
  Brand
    
    Distribution Channel
    
    Productstotes®
    
    Mass merchants
    
    GiftsNational chain storesDepartment storesSpecialty storesWrangler®
    
    Mass merchants
    
    BeltsWestern markets
    
    Small leather goodsSporting goods storesDockers®
    
    National chain stores
    
    BeltsLevi Strauss Signature®
    
    Mass merchants
    
    Belts
  5




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Brand
    
    Distribution Channel
    
    ProductsDr. Martens®
    
    Specialty stores
    
    BeltsWalletsBagsAmity®
    
    Mass merchants
    
    Small leather goodsNational chain storesRolfs®
    
    National chain stores
    
    BeltsDepartment stores
    
    Small leather goodsSpecialty storesCanterbury®
    
    Specialty stores
    
    BeltsGolf pro shops
    
    Small leather goodsPrince Gardner®
    
    National chain stores
    
    Small leather goodsSpecialty storesPrincess Gardner®
    
    National chain stores
    
    Small leather goodsSpecialty storesChambers Belt Company®
    
    Specialty stores
    
    BeltsAbsolutely Fresh®
    
    Specialty stores
    
    BeltsSurplus®
    
    National chain stores
    
    BeltsSmall leather goods
 ®
 Customers and Customer Relations
  Department Stores
    
    National Chains
    
    Mass MerchantsKohls
    
    JCPenney (U.S. and Mexico)
    
    Walmart (U.S. and Canada)Bon-Ton/Carsons
    
    AAFES
    
    KmartMacys
    
    Academy Sports & Outdoors
    
    Fred MeyerDillards
    
    Tractor Supply
    
    Zellers (Canada)The Bay (Canada)
    
    Moores (Canada)
    
    Ross Stores
     6




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Product Development and Merchandising
  Competition
   Growth Strategy
  Product Sourcing and Production
  Seasonality of Business
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterNet salesFiscal 2010
    
    
    26.2
    %
    
    
    34.1
    %
    
    
    19.5
    %
    
    
    20.2
    %Fiscal 2009
    
    
    26.8
    %
    
    
    33.3
    %
    
    
    19.4
    %
    
    
    20.5
    %Pretax income (loss)Fiscal 2010
    
    
    38.8
    %
    
    
    79.9
    %
    
    
    (99.1
    )%
    
    
    (119.6
    )%Fiscal 2009
    
    
    (6.7
    )%
    
    
    6.8
    %
    
    
    (81.6
    )%
    
    
    (18.5
    )%
  7




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Governmental Regulations
   Employees
  Intellectual Property
  Working Capital
  Additional Information
   8




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ITEM 1A 
    
    RISK FACTORS
  Risks Relating To Our Business
 A significant portion of our sales is attributable to a few major customers and we cannot control
the amount of products they purchase from us.
  We do not maintain long-term contracts with our customers and are unable to control their
purchasing decisions.
  Direct sales to customers by suppliers could negatively impact our sales.
  We extend unsecured credit to our customers and are subject to potential financial difficulties
they may face.
  The loss of certain of our license agreements could result in the loss of significant sales.
 ® ®
 ® ®
  9




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Distribution problems could delay product shipments.
  The loss of, or problems with, third-party manufacturers could adversely impact our operations.
  Our business is dependent on our ability to maintain proper inventory levels.
  Price increases by our suppliers could negatively affect our operating results.
  Risks Relating To Our Industry
 Our business is highly subject to consumer preferences and fashion trends.
  Our industry is highly competitive and subject to pricing pressures that could adversely affect our
financial position.
   10




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Our industry is highly subject to economic cycles and retail industry conditions.
   
    
    reduced consumer spending and demand for our products;
 
    
    increased consolidation in the retail industry;
 
    
    increased price competition for our products;
 
    
    increased risk of unsaleable inventories; and
 
    
    increased risk in the collectibility of accounts receivable from our customers.
  Consolidation in the retail industry may negatively impact our operations.
  
    
    store closures;
    
    increased customer leverage over suppliers, resulting in lower product prices or lower margins;
    
    tighter inventory management on the part of the customer, resulting in lower inventory
levels and decreased orders; and
    
    a greater exposure to customer credit risk.
 Risks Relating To International Operations
 We source most of our products from foreign countries.
  Fluctuations in foreign currencies could adversely impact our financial condition.
   11




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##### Table of Contents



Risks Relating To Our Company
 Our business depends on a limited number of key personnel. The loss of any one of these
individuals could disrupt our business.
  We are dependent on the creative talent of our designers and the effectiveness of our sales
personnel.
  
 ITEM 1B 
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2 
    
    PROPERTIES
  Form ofFacility Location
    
    Use
    
    OwnershipYoakum, Texas  4 facilities (1)
    
    Office and warehouses
    
    OwnWest Bend, Wisconsin
    
    Warehouse held for sale and leased to third parties
    
    OwnScarborough, Ontario, Canada
    
    Manufacturing and distribution center
    
    LeaseDallas, Texas
    
    Corporate office and distribution centers
    
    LeaseDenver, Colorado
    
    Showroom
    
    LeaseLos Angeles, California
    
    Office
    
    LeaseNew York, New York
    
    Office and showroom
    
    LeaseKowloon, Hong Kong
    
    Office
    
    Lease
 (1)
    
    Three of the Yoakum, Texas facilities are vacant and were classified as held
for sale as of August 2010.  
 ITEM 3 
    
    LEGAL PROCEEDINGS
  
 ITEM 4 
    
    (Removed and Reserved)
  12




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PART II
 
 ITEM 5 
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Principal Market For Our Common Stock
  Fiscal 2010
    
    
    Fiscal 2009Quarter Ended
    
    High
    
    
    Low
    
    
    High
    
    
    LowSeptember 30
    
    $
    4.27
    
    
    $
    1.85
    
    
    $
    6.34
    
    
    $
    2.38December 31
    
    $
    4.61
    
    
    $
    2.90
    
    
    $
    5.00
    
    
    $
    1.25March 31
    
    $
    4.05
    
    
    $
    2.80
    
    
    $
    2.50
    
    
    $
    1.35June 30
    
    $
    4.94
    
    
    $
    3.49
    
    
    $
    3.18
    
    
    $
    1.49
 Stockholders of Record
  Dividends
  Declaration Date
    
    Record Date
    
    Payable Date
    
    Per ShareAugust 19, 2008
    
    September 30, 2008
    
    October 17, 2008
    
    $
    0.04
  Stock Available Under Equity Compensation Plans
  
    
    1997 Employee Stock Option Plan;
 
    
    Nonqualified Formula Stock Option Plan for Non-Employee Directors;
 
    
    2002 Omnibus Plan;
 
    
    1995 Stock Deferral Plan for Non-Employee Directors; and
 
    
    Nonqualified stock option agreements with certain non-employee directors.
  13




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(A)
    
    
    (B)
    
    
    (C)Number of Securities
    
    
    
    
    
    Number Of Securities RemainingTo Be Issued upon
    
    
    Weighted-Average
    
    
    Available For Future IssuanceExercise Of
    
    
    Exercise Price Of
    
    
    Under Equity CompensationOutstanding Options,
    
    
    Outstanding Options,
    
    
    Plans (Excluding SecuritiesPlan Category
    
    Warrants And Rights
    
    
    Warrants And Rights
    
    
    Reflected In Column (A))Equity Compensation
Plans Approved by
Stockholders
    
    
    915,100
    (1)
    
    $
    10.06
    (2)
    
    
    97,033
    (3)Equity Compensation
Plans Not Approved
by Stockholders
    
    
    15,000
    (4)
    
    $
    6.09
    
    
    
    Total
    
    
    930,100
    
    
    $
    9.91
    (2)
    
    
    97,033
 
 (1)
    
    Includes options to purchase common stock under the following plans: 
    
    1997 Employee Stock Option Plan  127,500 shares;
    
    Nonqualified Formula Stock
Option Plan for Non-Employee Directors  23,850 shares; and
    
    2002 Omnibus Plan  209,763 shares.
 Also includes up to 553,987 shares under the 2002 Omnibus Plan issuable on vesting of
outstanding performance units following the end of the July 1, 2008 to June 30, 2011 and July
1, 2009 to June 30, 2012 performance cycles if we achieve the maximum performance goal.
 (2)
    
    Calculation of weighted-average exercise price does not include performance unit
shares under the 2002 Omnibus Plan because they have no exercise price.(3)
    
    Includes 28,375 shares of common stock issuable under the 1995 Stock Deferral Plan
for Non-Employee Directors and 68,658 shares of common stock issuable under the 2002 Omnibus
Plan. Upon adoption of the 2002 Omnibus Plan, the number of shares authorized and reserved
for issuance under our previously existing stock option plans were transferred to the 2002
Omnibus Plan and are presently authorized and reserved for issuance under that plan. All
shares of common stock authorized and reserved for issuance on the exercise of outstanding
stock options under our previous stock option plans and the 2002 Omnibus Plan will, on the
cancellation or expiration of any such stock options, automatically be authorized and reserved
for issuance under the 2002 Omnibus Plan.(4)
    
    Includes stock options to purchase an aggregate of 15,000 shares of common stock
under nonqualified stock option agreements for non-employee directors dated October 16, 2001
with Dr. James F. Gaertner (4,250), Gene Stallings (4,250), Roger R. Hemminghaus (2,500), and
Colombe M. Nicholas (4,000). These options became fully vested six months after the grant
date and expire on October 16, 2011. Stock Repurchases
  
 ITEM 6 
    
    SELECTED FINANCIAL DATA
   14




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ITEM 7 
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  OVERVIEW
       2010
    
    
    2009Net sales:Accessories
    
    $
    119,987
    
    
    $
    106,153Gifts
    
    
    21,900
    
    
    
    22,864$
    141,887
    
    
    $
    129,017Gross margin:Accessories
    
    $
    43,942
    
    
    $
    33,384Gifts
    
    
    8,520
    
    
    
    6,287$
    52,462
    
    
    $
    39,671Gross margin percent of sales:Accessories
    
    
    36.6
    %
    
    
    31.4
    %Gifts
    
    
    38.9
    
    
    
    27.5Total
    
    
    37.0
    
    
    
    30.7Operating expenses:Accessories
    
    $
    12,546
    
    
    $
    14,288Gifts
    
    
    4,231
    
    
    
    6,218$
    16,777
    
    
    $
    20,506
  15




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##### Table of Contents



2010
    
    
    2009Selling, general and administrative expenses (unallocated)
    
    $
    33,743
    
    
    $
    31,873Restructuring charges
    
    
    2,197
    
    
    
    774Acquisition related costs
    
    
    877
    
    
    
    Depreciation and amortization
    
    
    2,886
    
    
    
    1,912Interest Expense
    
    
    971
    
    
    
    636
   2010
    
    
    2009Belts
    
    $
    94,337
    
    
    
    66.5
    %
    
    $
    74,407
    
    
    
    57.7
    %Gifts
    
    
    21,900
    
    
    
    15.4
    
    
    
    22,864
    
    
    
    17.7Small Leather Goods
    
    
    16,494
    
    
    
    11.6
    
    
    
    22,220
    
    
    
    17.2Other
    
    
    9,156
    
    
    
    6.5
    
    
    
    9,526
    
    
    
    7.4$
    141,887
    
    
    
    
    
    
    $
    129,017
  
    
    maintaining gross margins and controlling SG&A expenses for fiscal 2010 as
organic net sales (excluding sales attributable to the Chambers acquisition) declined from
fiscal 2009;
 
    
    acquiring certain assets of Chambers and integrating the business into our
operations; and
 
    
    consolidating our facilities, including relocating our headquarters from
Arlington, Texas to our existing Dallas distribution center and relocating distribution
facilities from Yoakum, Texas to Dallas, Texas.
 2010 COMPARED TO 2009
 Net Sales and Gross Margins
    Operating Expenses
   16




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Interest And Taxes
  Worker, Homeownership, and
Business Assistance Act of 2009
   LIQUIDITY AND CAPITAL RESOURCES
     17




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OFF-BALANCE SHEET ARRANGEMENTS
  CRITICAL ACCOUNTING POLICIES
   Revenues and Accounts Receivable Allowances
  Sensitivity Analysis
 Sales
    
    
    Allowances
    
    
    
    
    
    
    EarningsChange
    
    
    Reserves
    
    
    Expense
    
    
    Per ShareChange in customer allowances and returns
    
    
    +/-        0.5
    %
    
    $
    709 / $(709
    )
    
    $
    709 / $(709
    )
    
    $
    (0.07) / $0.07Change in allowance for doubtful accounts
    
    
    +/- 0.125
    
    
    
    177 / (177
    )
    
    
    177 / (177
    )
    
    
    (0.02) / 0.02
 Inventories
   18




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Sensitivity Analysis
 Percentage
    
    
    
    
    
    
    
    
    
    
    EarningsOf Inventory
    
    
    Inventory
    
    
    Expense
    
    
    Per ShareChange in inventory write-down
    
    
    -1
    %
    
    $
    (314
    )
    
    $
    314
    
    
    $
    (0.03
    )
 Uncertain Tax Positions
  Share-Based Compensation
  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
  
 ITEM 7A 
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   19




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ITEM 8 
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
       
  20




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Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Balance Sheets
(in thousands)
 June 302010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    830
    
    
    $
    2,454Restricted cash
    
    
    1,333
    
    
    
    1,216Accounts receivable
    
    
    18,630
    
    
    
    19,566Inventories
    
    
    31,371
    
    
    
    23,022Other current assets
    
    
    8,114
    
    
    
    8,282Total current assets
    
    
    60,278
    
    
    
    54,540Property and equipment, net
    
    
    8,658
    
    
    
    3,776Other assets:Intangibles
    
    
    5,717
    
    
    
    2,742Other assets
    
    
    879
    
    
    
    908Total other assets
    
    
    6,596
    
    
    
    3,650$
    75,532
    
    
    $
    61,966Liabilities And Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    13,497
    
    
    $
    9,369Accrued compensation
    
    
    3,202
    
    
    
    5,932Accrued expenses
    
    
    1,795
    
    
    
    2,124Note payable
    
    
    9,425
    
    
    
    Total current liabilities
    
    
    27,919
    
    
    
    17,425Other liabilities
    
    
    3,793
    
    
    
    2,825Commitments and contingencies (see Note 7)Stockholders equity:Preferred stock, $1.00 par value, 1,000 shares
authorized, none issued
    
    
    
    
    
    
    Common stock, $1.00 par value, 10,000 shares
authorized,
6,933 shares and 7,037 shares issued and
outstanding
    
    
    6,933
    
    
    
    7,037Additional paid-in capital
    
    
    34,172
    
    
    
    34,867Retained earnings (deficit)
    
    
    1,158
    
    
    
    (56
    )Other comprehensive income
    
    
    1,557
    
    
    
    984Shares held by Benefit Restoration Plan Trust
    
    
    
    
    
    
    (1,116
    )Total stockholders equity
    
    
    43,820
    
    
    
    41,716$
    75,532
    
    
    $
    61,966
   21




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Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Statements Of Operations
(in thousands except per share amounts)
 Year Ended June 302010
    
    
    2009Net sales
    
    $
    141,887
    
    
    $
    129,017Cost of goods sold
    
    
    89,425
    
    
    
    82,417Inventory write-down
    
    
    
    
    
    
    6,92989,425
    
    
    
    89,346Gross margin
    
    
    52,462
    
    
    
    39,671Selling, general and administrative expenses
    
    
    50,520
    
    
    
    52,379Depreciation and amortization
    
    
    2,886
    
    
    
    1,912Acquisition related costs
    
    
    877
    
    
    
    Restructuring charges
    
    
    2,197
    
    
    
    774Total operating expenses
    
    
    56,480
    
    
    
    55,065Operating loss
    
    
    (4,018
    )
    
    
    (15,394
    )Interest expense
    
    
    (971
    )
    
    
    (636
    )Other income
    
    
    474
    
    
    
    350Acquisition bargain purchase gain
    
    
    1,379
    
    
    
    Loss before income taxes
    
    
    (3,136
    )
    
    
    (15,680
    )Benefit from income taxes
    
    
    (4,350
    )
    
    
    (569
    )Net income (loss)
    
    $
    1,214
    
    
    $
    (15,111
    )Income (loss) per common share
    
    $
    0.18
    
    
    $
    (2.18
    )Income (loss) per common share assuming dilution
    
    $
    0.17
    
    
    $
    (2.18
    )Cash dividends declared per common share
    
    $
    
    
    
    $
    0.04Common shares outstanding
    
    
    6,931
    
    
    
    6,937Common shares outstanding assuming dilution
    
    
    7,086
    
    
    
    6,937
   22




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Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Statements Of Cash Flows
(in thousands)
 Year Ended June 302010
    
    
    2009Cash flows provided by operating activities:Net income (loss)
    
    $
    1,214
    
    
    $
    (15,111
    )Adjustments to reconcile net loss to
net cash provided by operating activities:Inventory write-down
    
    
    
    
    
    
    6,929Deferred income taxes
    
    
    136
    
    
    
    (418
    )Acquisition bargain purchase gain
    
    
    (1,379
    )
    
    
    Contingent consideration revaluation
    
    
    588
    
    
    
    Depreciation and amortization
    
    
    2,968
    
    
    
    1,944Doubtful accounts receivable provision
    
    
    (205
    )
    
    
    1,113Stock compensation expense
    
    
    605
    
    
    
    195Amortization of debt costs
    
    
    259
    
    
    
    233Other
    
    
    (212
    )
    
    
    (453
    )Change in assets and liabilities:Accounts receivable
    
    
    1,206
    
    
    
    688Inventories
    
    
    (4,551
    )
    
    
    5,443Other assets
    
    
    (1,915
    )
    
    
    2,392Accounts payable
    
    
    4,081
    
    
    
    (668
    )Accrued expenses
    
    
    (2,793
    )
    
    
    1,233Net cash provided by operating activities
    
    
    2
    
    
    
    3,520Cash flows used for investing activities:Acquisition
    
    
    (3,921
    )
    
    
    Purchases of property and equipment
    
    
    (5,083
    )
    
    
    (538
    )Sales of property and equipment
    
    
    804
    
    
    
    428Liquidation (funding) supplemental executive retirement plan
    
    
    1,812
    
    
    
    (1,060
    )Net cash used for investing activities
    
    
    (6,388
    )
    
    
    (1,170
    )Cash flows provided (used) by financing activities:Stock purchase program withdrawals
    
    
    
    
    
    
    (145
    )Dividends paid
    
    
    
    
    
    
    (564
    )Change in cash overdrafts
    
    
    27
    
    
    
    (230
    )Change in restricted cash
    
    
    
    
    
    
    (359
    )Acquisition earn-out payments
    
    
    (4,747
    )
    
    
    Net note borrowings (payments)
    
    
    9,425
    
    
    
    (363
    )Net cash provided (used) by financing activities
    
    
    4,705
    
    
    
    (1,661
    )Effect of exchange-rate changes on cash and cash equivalents
    
    
    57
    
    
    
    (108
    )Net (decrease) increase in cash and cash equivalents
    
    
    (1,624
    )
    
    
    581Cash and cash equivalents beginning of year
    
    
    2,454
    
    
    
    1,873Cash and cash equivalents end of year
    
    $
    830
    
    
    $
    2,454Supplemental cash flow information:Interest paid
    
    $
    497
    
    
    $
    460Income taxes refunded, net
    
    $
    (4,175
    )
    
    $
    (698
    )Noncash investing and financing activities:Acquisition and acquisition earn-out
    
    $
    5,036
    
    
    $
    
   23




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##### Table of Contents



Tandy Brands Accessories, Inc. And Subsidiaries
Consolidated Statements Of Stockholders Equity
(in thousands except per share amounts)
 Shares HeldAdditional
    
    
    Retained
    
    
    Other
    
    
    By Benefit
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    (Deficit)
    
    
    Comprehensive
    
    
    Restoration
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    Plan Trust
    
    
    EquityBalance June 30, 2008
    
    
    7,049
    
    
    $
    7,049
    
    
    $
    34,840
    
    
    $
    15,337
    
    
    $
    1,666
    
    
    $
    (1,014
    )
    
    $
    57,878Comprehensive (loss):Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,111
    )
    
    
    
    
    
    
    
    
    
    
    (15,111
    )Currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (682
    )
    
    
    
    
    
    
    (682
    )(15,793
    )Cash dividends declared  $0.04 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (282
    )
    
    
    
    
    
    
    
    
    
    
    (282
    )Stock Purchase Program withdrawals
    
    
    (25
    )
    
    
    (25
    )
    
    
    (120
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145
    )Share-based compensation
    
    
    13
    
    
    
    13
    
    
    
    147
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160Benefit Restoration Plan Trust shares purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102
    )
    
    
    (102
    )Balance June 30, 2009
    
    
    7,037
    
    
    $
    7,037
    
    
    $
    34,867
    
    
    $
    (56
    )
    
    $
    984
    
    
    $
    (1,116
    )
    
    $
    41,716Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,214
    
    
    
    
    
    
    
    
    
    
    
    1,214Currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    573
    
    
    
    
    
    
    
    5731,787Share-based compensation
    
    
    21
    
    
    
    21
    
    
    
    304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325Benefit Restoration Plan Trust shares cancelled
    
    
    (125
    )
    
    
    (125
    )
    
    
    (999
    )
    
    
    
    
    
    
    
    
    
    
    1,116
    
    
    
    (8
    )Balance June 30, 2010
    
    
    6,933
    
    
    $
    6,933
    
    
    $
    34,172
    
    
    $
    1,158
    
    
    $
    1,557
    
    
    $
    
    
    
    $
    43,820
   24




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Overview
 The Company
  Basis Of Presentation
   Foreign Currency Translation
  Note 2  Summary Of Significant Accounting Policies
 Fair Values
   FairValue
    
    
    June 30
    
    
    June 30Level
    
    
    2010
    
    
    2009Supplemental executive retirement obligation trust
included in other current assets
    
    
    1
    
    
    $
    
    
    
    $
    1,705Supplemental executive retirement obligation
included in accrued expenses
    
    
    1
    
    
    
    
    
    
    
    1,705Acquisition earn-out
    
    
    3
    
    
    
    364
    
    
    
    
  25




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##### Table of Contents



July 9, 2009
    
    $
    4,373Contingent consideration revaluation
    
    
    588Payments
    
    
    (4,747
    )Expense
    
    
    150June 30, 2010
    
    $
    364
 Cash And Cash Equivalents
  Restricted Cash
  Accounts Receivable and Allowances
   Inventories
  2010
    
    
    2009Raw materials
    
    $
    2,319
    
    
    $
    1,489Work-in-process
    
    
    351
    
    
    
    68Finished goods
    
    
    28,701
    
    
    
    21,465$
    31,371
    
    
    $
    23,022
  Property And Equipment
  June 302010
    
    
    2009
    
    
    Depreciation RatesBuildings
    
    $
    3,660
    
    
    $
    3,667
    
    
    3%Leasehold improvements
    
    
    3,259
    
    
    
    3,096
    
    
    Lesser of lease term or asset lifeMachinery and equipment
    
    
    28,147
    
    
    
    23,668
    
    
    10% to 50%35,066
    
    
    
    30,431Accumulated depreciation
    
    
    (26,408
    )
    
    
    (26,655
    )$
    8,658
    
    
    $
    3,776
   26




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##### Table of Contents



Intangibles And Impairment Of Long-Lived Assets
   Derivative Instruments
  Sales
  Costs And Expenses
  Advertising Costs
  Share-Based Compensation
  Income Taxes
   27




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##### Table of Contents



Recent Accounting Pronouncements
 Accounting Standards Codification Business
Combinations Business Combinations, Determination of the Useful Life of Intangible Assets
 Note 3  Significant Events
 Fiscal 2010 Restructuring Charges
  Fiscal 2010 Income Tax Refund
 Worker, Homeownership, and Business Assistance Act of 2009
 Fiscal 2009 Inventory Write-Down and Restructuring Charges
  Note 4  Acquisition
    28




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##### Table of Contents



Inventories
    
    $
    3,527Equipment
    
    
    1,550Customer list
    
    
    3,016Trade names
    
    
    1,150Earn-out prepayment
    
    
    430Total assets
    
    
    9,673Earn-out consideration discounted at 8.625%
    
    
    (4,373
    )Net assets
    
    $
    5,300
      29




---



##### Table of Contents



Note 5  Credit Arrangements
     Note 6  Disclosures About Segments Of Our Business And Related Information
    2010
    
    
    2009Net sales:Accessories
    
    $
    119,987
    
    
    $
    106,153Gifts
    
    
    21,900
    
    
    
    22,864$
    141,887
    
    
    $
    129,017Segment income:Accessories (1)
    
    $
    31,395
    
    
    $
    19,096Gifts (2)
    
    
    4,290
    
    
    
    6935,685
    
    
    
    19,165Selling, general and administrative expenses
    
    
    (33,743
    )
    
    
    (31,873
    )Restructuring charges
    
    
    (2,197
    )
    
    
    (774
    )Depreciation and amortization
    
    
    (2,886
    )
    
    
    (1,912
    )Acquisition transaction costs
    
    
    (877
    )
    
    
    Operating income (loss)
    
    $
    (4,018
    )
    
    $
    (15,394
    )
 (1)
    
    Accessories segment income for fiscal 2009 includes inventory write-downs of $5.6
million.(2)
    
    Gifts segment income for fiscal 2009 includes inventory write-downs of $1.3
million.  30




---



##### Table of Contents



2010
    
    
    2009Net sales:United States
    
    $
    132,087
    
    
    $
    118,568Canada
    
    
    9,800
    
    
    
    10,449$
    141,887
    
    
    $
    129,017Income (loss) before income taxes:United States
    
    $
    (2,438
    )
    
    $
    (16,294
    )Canada
    
    
    (698
    )
    
    
    614$
    (3,136
    )
    
    $
    (15,680
    )Property and equipment:United States
    
    $
    7,710
    
    
    $
    3,680Canada
    
    
    114
    
    
    
    96Mexico
    
    
    834
    
    
    
    $
    8,658
    
    
    $
    3,776Total assets:United States
    
    $
    67,192
    
    
    $
    56,180Canada
    
    
    5,928
    
    
    
    5,786Mexico
    
    
    2,412
    
    
    
    $
    75,532
    
    
    $
    61,966
  Note 7  Leases And Royalties
    Fiscal Year
    
    Rent
    
    
    Royalty2011
    
    $
    1,858
    
    
    $
    9532012
    
    
    1,643
    
    
    
    7732013
    
    
    1,407
    
    
    
    1422014
    
    
    798
    
    
    
    Thereafter
    
    
    4,880
    
    
    
    $
    10,586
    
    
    $
    1,868
  31




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##### Table of Contents



Note 8  Income Taxes
  2010
    
    
    2009Net operating loss carryover
    
    $
    12,484
    
    
    $
    12,199Inventory valuation
    
    
    3,164
    
    
    
    5,279Uncertain tax positions
    
    
    1,002
    
    
    
    918Compensation plans
    
    
    701
    
    
    
    1,401Depreciation
    
    
    448
    
    
    
    885Accounts receivable valuation
    
    
    166
    
    
    
    624Other net
    
    
    419
    
    
    
    18618,384
    
    
    
    21,492Valuation allowance
    
    
    (18,097
    )
    
    
    (21,087
    )Net
    
    $
    287
    
    
    $
    405
  2010
    
    
    2009Current:Federal (benefit)
    
    $
    (4,422
    )
    
    $
    State
    
    
    15
    
    
    
    89Foreign
    
    
    (245
    )
    
    
    155(4,652
    )
    
    
    244Deferred:Federal
    
    
    3,133
    
    
    
    (5,479
    )State
    
    
    (125
    )
    
    
    (575
    )Foreign
    
    
    53
    
    
    
    (415
    )Uncertain tax positions
    
    
    231
    
    
    
    (252
    )Valuation allowance
    
    
    (2,990
    )
    
    
    5,908302
    
    
    
    (813
    )$
    (4,350
    )
    
    $
    (569
    )
  2010
    
    
    2009Statutory rate
    
    
    (34.0
    )%
    
    
    (34.0
    )%Deferred tax valuation allowance
    
    
    (95.4
    )
    
    
    39.2State and foreign taxes net of federal tax benefit
    
    
    (20.9
    )
    
    
    (5.1
    )Uncertain tax positions
    
    
    7.4
    
    
    
    (1.7
    )Other net
    
    
    4.2
    
    
    
    (2.0
    )(138.7
    )%
    
    
    (3.6
    )%
   32




---



##### Table of Contents



2010
    
    
    2009Unrecognized tax benefits:Beginning of year
    
    $
    1,521
    
    
    $
    1,870Increases (decreases) in prior years tax positions
    
    
    5
    
    
    
    119Statutes of limitations lapses
    
    
    
    
    
    
    (468
    )End of year
    
    
    1,526
    
    
    
    1,521Accrued interest and penalties
    
    
    1,396
    
    
    
    1,171Uncertain tax positions liability
    
    $
    2,922
    
    
    $
    2,692Unrecognized tax benefits affecting tax rate if recognized
    
    $
    1,007
    
    
    $
    1,003Interest and penalty expense
    
    $
    226
    
    
    $
    97
 Note 9   Intangibles
  2010
    
    
    2009Gross carrying amount
    
    $
    10,558
    
    
    $
    6,655Accumulated amortization
    
    
    (4,841
    )
    
    
    (3,913
    )$
    5,717
    
    
    $
    2,742
 2010
    
    
    Weighted-Average LifeNet Balance
    
    
    Expense
    
    
    Total
    
    
    RemainingFiniteTrade names
    
    $
    2,304
    
    
    $
    438
    
    
    
    20.0
    
    
    
    7.9Chambers customer list
    
    
    2,263
    
    
    
    753
    
    
    
    8.0
    
    
    
    7.0$
    4,567
    
    
    $
    1,191
    
    
    
    16.2
    
    
    
    7.4IndefiniteChambers trade name
    
    
    1,150
    
    
    
    Total
    
    $
    5,717
    
    
    $
    1,191
 
 Note 10  Share-Based Compensation
 Omnibus Plan
    33




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##### Table of Contents



Awards Granted
 Restricted Stock
 Weighted-AverageNumber
    
    
    Grant-DateOf Shares
    
    
    Fair ValueNonvested June 30, 2009
    
    
    39,841
    
    
    $
    8.16Granted
    
    
    21,000
    
    
    
    2.42Vested
    
    
    (16,421
    )
    
    
    8.85Nonvested June 30, 2010
    
    
    44,420
    
    
    
    5.19
  Stock Options
  Weighted-AverageRemaining
    
    
    AggregateNumber
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOf Shares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding June 30, 2009
    
    
    457,325
    
    
    $
    10.60Granted
    
    
    
    
    
    
    Forfeited and cancelled
    
    
    (81,212
    )
    
    
    13.79Outstanding June 30, 2010
    
    
    376,113
    
    
    
    9.91Vested and expected to vest
    
    
    376,113
    
    
    
    9.91
    
    
    2.5 Years
    
    
    Exercisable
    
    
    356,113
    
    
    
    10.16
    
    
    2.1 Years
    
    
    
 Performance Units
  34




---



##### Table of Contents



SharesWeighted-AveragePerformance
    
    
    
    
    
    
    Grant-DateUnits(1)
    
    
    Number(1)
    
    
    Fair ValueOutstanding June 30, 2009
    
    
    1,126,666
    
    
    
    293,387
    
    
    $
    1.92Granted
    
    
    1,380,000
    
    
    
    285,419
    
    
    
    2.42Forfeited
    
    
    (120,000
    )
    
    
    (24,819
    )
    
    
    2.42Outstanding June 30, 2010
    
    
    2,386,666
    
    
    
    553,987
    
    
    
    2.15Vested and expected to vest
    
    
    2,386,666
    
    
    
    553,987
    
    
    
    2.15
 
 (1)
    
    Assuming maximum payout. Expense
 Note 11  Employee Benefit Plans And Consulting Agreement
  401(k) Plan
 Stock Purchase Program
 Benefit Restoration Plan
  35




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##### Table of Contents



Acknowledgment and Release Agreement
 Consulting Agreement
 Note 12  Director Stock Deferral Plan
  Note 13  Preferred Stock
  Note 14  Earnings (loss) Per Share
  2010
    
    
    2009Numerator for basic and diluted earnings per share:Net income (loss)
    
    $
    1,214
    
    
    $
    (15,111
    )Denominator:Weighted-average shares outstanding
    
    
    6,931
    
    
    
    6,936Contingently issuable shares
    
    
    
    
    
    
    1Denominator for basic earnings per share
    
    
    6,931
    
    
    
    6,937Effect of dilutive share-based compensation
    
    
    155
    
    
    
    Denominator for diluted earnings per share
    
    
    7,086
    
    
    
    6,937Income (loss) per common share
    
    $
    0.18
    
    
    $
    (2.18
    )Income (loss) per common share assuming dilution
    
    $
    0.17
    
    
    $
    (2.18
    )
  36




---



##### Table of Contents



2010
    
    
    2009Stock options (exercise prices per
share: 2010  $5.31 to $15.60; 2009 
$5.31 to $16.81)
    
    
    376
    
    
    
    457Benefit Restoration Trust shares
    
    
    
    
    
    
    122Performance units
    
    
    
    
    
    
    46Nonvested restricted stock not
contingently issuable
    
    
    
    
    
    
    3
 
 ITEM 9 
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A 
    
    CONTROLS AND PROCEDURES
 Disclosure Controls And Procedures
  Managements Report On Internal Control Over Financial Reporting
    37




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##### Table of Contents



Changes In Internal Control Over Financial Reporting
  
 ITEM 9B 
    
    OTHER INFORMATION
   38




---



##### Table of Contents



PART III
  Caption In TheTandy Brands Accessories, Inc.Item
    
    2010 Proxy StatementITEM 10  DIRECTORS,
EXECUTIVE OFFICERS
AND CORPORATE
GOVERNANCE
    
    Items of Business to be Acted on at the Meeting 
Proposal One: Election of Directors
 Biographical and Other Information Regarding Our
Nominees for Re-Election to Our Board of DirectorsExecutive OfficersItems of Business to be Acted on at the Meeting 
Proposal One: Election of Directors  Corporate
Governance InformationSection 16(a) Beneficial Ownership Reporting
ComplianceITEM 11  EXECUTIVE
COMPENSATION
    
    Executive CompensationItems of Business to be Acted on at the Meeting 
Proposal One: Election of Directors  Director
CompensationItems of Business to be Acted on at the Meeting 
Proposal One: Election of Directors  Corporate
Governance Information  Compensation CommitteeITEM 12  SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
AND MANAGEMENT AND
RELATED STOCKHOLDER
MATTERS
    
    Security Ownership of Certain Beneficial OwnersITEM 13  CERTAIN
RELATIONSHIPS AND
RELATED
TRANSACTIONS, AND
DIRECTOR
INDEPENDENCE
    
    Items of Business to be Acted on at the Meeting 
Proposal One: Election of Directors  Corporate
Governance InformationITEM 14  PRINCIPAL
ACCOUNTING FEES AND
SERVICES
    
    Items of Business to be Acted on at the Meeting 
Proposal Two: Ratification of Independent Auditor
 Background
  39




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##### Table of Contents



PART IV
 
 ITEM 15 
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Financial Statements
  
    
    Consolidated Balance Sheets as of June 30, 2010 and 2009
 
    
    Consolidated Statements of Operations for the years ended June 30, 2010 and 2009
 
    
    Consolidated Statements of Cash Flows for the years ended June 30, 2010 and 2009
 
    
    Consolidated Statements of Stockholders Equity for the years ended June 30, 2010 and
2009
 Financial Statement Schedules
  Exhibits
   40




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##### Table of Contents



SIGNATURES
  TANDY BRANDS ACCESSORIES, INC.
(Registrant)/s/ N. Roderick McGeachy, IIIN. Roderick McGeachy, IIIPresident and Chief Executive Officer   Name
    
    Position
    
    Date/s/ N. Roderick McGeachy, III

N. Roderick McGeachy, III
    
    Director, Chairman of the Board, 
President
and
Chief Executive Officer
(principal executive officer)
    
    August 26, 2010/s/ W. Grady Rosier

W. Grady Rosier
    
    Lead Independent Director
    
    August 26, 2010/s/ Dr. James F. Gaertner

Dr. James F. Gaertner
    
    Director
    
    August 26, 2010/s/ Roger R. Hemminghaus

Roger R. Hemminghaus
    
    Director
    
    August 26, 2010/s/ George C. Lake

George C. Lake
    
    Director
    
    August 26, 2010/s/ Colombe M. Nicholas

Colombe M. Nicholas
    
    Director
    
    August 26, 2010/s/ Gene Stallings

Gene Stallings
    
    Director
    
    August 26, 2010/s/ William D. Summitt

William D. Summitt
    
    Director
    
    August 26, 2010/s/ M.C. Mackey

M.C. Mackey
    
    Chief Financial Officer 
(principal
financial officer and 
principal accounting officer)
    
    August 26, 2010
  41




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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
 
 EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit(3)
    
    Articles of Incorporation and Bylaws3.1
    
    
    Certificate of Incorporation of
Tandy Brands Accessories, Inc.
    
    S-1
    
    11/02/90
    
    33-37588
    
    
    3.13.2
    
    
    Certificate of Amendment of the
Certificate of Incorporation of
Tandy Brands Accessories, Inc.
    
    8-K
    
    11/02/07
    
    0-18927
    
    
    3.13.3
    
    
    Amended and Restated Bylaws of
Tandy Brands Accessories, Inc.,
effective July 2007
    
    8-K
    
    7/13/07
    
    0-18927
    
    
    3.013.4
    
    
    Amendment No. 1 to Amended and
Restated Bylaws of Tandy Brands
Accessories, Inc.
    
    8-K
    
    11/02/07
    
    0-18927
    
    
    3.2(4)
    
    Instruments Defining the Rights of
Security Holders, Including Indentures4.1
    
    
    Form of Common Stock
Certificate of Tandy Brands
Accessories, Inc.
    
    S-1
    
    12/17/90
    
    33-37588
    
    
    4.24.2
    
    
    Certificate of Elimination of
Series A Junior Participating
Cumulative Preferred Stock of Tandy
Brands Accessories, Inc.
    
    8-K
    
    10/24/07
    
    01-18927
    
    
    3.14.3
    
    
    Credit Agreement by and between
Tandy Brands Accessories, Inc. and
Comerica Bank dated as of February
12, 2008
    
    10-Q
    
    2/12/10
    
    0-18927
    
    
    4.34.4
    
    
    Amendment No. 1 to Credit
Agreement dated as of February 12,
2008 by and between Tandy Brands
Accessories, Inc. and Comerica Bank
effective as of March 31, 2009
    
    10-Q
    
    2/12/10
    
    0-18927
    
    
    4.44.5
    
    
    Amendment No. 2 to Credit
Agreement dated as of February 12,
2008 by and between Tandy Brands
Accessories, Inc. and Comerica Bank
effective as of October 6, 2009
    
    10-Q
    
    2/12/10
    
    0-18927
    
    
    4.54.6
    
    
    Amendment No. 3 to Credit
Agreement dated as of February 12,
2008 by and between Tandy Brands
Accessories, Inc. and Comerica Bank
effective as of May 10, 2009
    
    10-Q
    
    5/13/10
    
    0-18927
    
    
    4.6(10)
    
    Material Contracts10.1
    
    
    Form of Indemnification Agreement
between Tandy Brands Accessories, Inc.
and certain of its Directors
    
    S-1
    
    12/17/90
    
    33-37588
    
    
    10.16
  42




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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.2
    
    
    Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option Plan
for Non-Employee Directors*
    
    S-8
    
    2/10/94
    
    33-75114
    
    
    28.110.3
    
    
    Amendment No. 4 to the Tandy
Brands Accessories, Inc. Nonqualified
Formula Stock Option Plan For
Non-Employee Directors*
    
    10-Q
    
    5/10/02
    
    0-18927
    
    
    10.3910.4
    
    
    Tandy Brands Accessories, Inc.
1995
Stock Deferral Plan for Non-Employee
Directors*
    
    S-8
    
    6/03/96
    
    33-08579
    
    
    99.110.5
    
    
    Tandy Brands Accessories, Inc.
1997
Employee Stock Option Plan*
    
    S-8
    
    12/12/97
    
    333-42211
    
    
    99.110.6
    

    
    Amendment No. 2 to the Tandy
Brands Accessories, Inc. 1997 Employee
Stock Option Plan*
    
    10-Q
    
    5/10/02
    
    0-18927
    
    
    10.3810.7
    
    
    Nonqualified Stock Option
Agreement for Non-Employee Directors,
dated October 16, 2001, by and between
Tandy Brands Accessories, Inc. and Dr.
James F. Gaertner*
    
    S-8
    
    5/15/02
    
    33-88276
    
    
    10.210.8
    
    
    Nonqualified Stock Option
Agreement for Non-Employee Directors,
dated October 16, 2001, by and between
Tandy Brands Accessories, Inc. and
Gene Stallings*
    
    S-8
    
    5/15/02
    
    33-88276
    
    
    10.410.9
    
    
    Nonqualified Stock Option
Agreement for Non-Employee Directors,
dated October 16, 2001, by and between
Tandy Brands Accessories, Inc. and
Roger R. Hemminghaus*
    
    S-8
    
    5/15/02
    
    33-88276
    
    
    10.510.10
    
    
    Nonqualified Stock Option
Agreement for Non-Employee Directors,
dated October 16, 2001, by and between
Tandy Brands Accessories, Inc. and
Colombe M. Nicholas*
    
    S-8
    
    5/15/02
    
    33-88276
    
    
    10.610.11
    
    
    Tandy Brands Accessories, Inc.
2002 Omnibus Plan*
    
    10-Q
    
    11/12/02
    
    0-18927
    
    
    10.2410.12
    
    
    Form of Non-Employee Director
Nonqualified Stock Option Agreement
pursuant to the Tandy Brands
Accessories, Inc. 2002 Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    
    10.3910.13
    
    
    Form of Employee Nonqualified
Stock Option Agreement pursuant to the
Tandy Brands Accessories, Inc. 2002
Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    
    10.40
  43




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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.14
    
    
    Form of Non-Employee Director
Restricted Stock Award Agreement
pursuant to the Tandy Brands
Accessories, Inc. 2002 Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    
    10.4110.15
    
    
    Form of Employee Restricted
Stock Award Agreement pursuant to the
Tandy Brands Accessories, Inc. 2002
Omnibus Plan*
    
    10-K
    
    9/23/04
    
    0-18927
    
    
    10.4210.16
    
    
    Amendment No. 2 to the Tandy
Brands Accessories, Inc. 1995 Stock
Deferral Plan for Non-Employee
Directors*
    
    10-K
    
    9/22/06
    
    0-18927
    
    
    10.3510.17
    
    
    Credit Agreement by and between
Tandy Brands Accessories, Inc. and
Comerica Bank dated as of February 12,
2008
    
    10-Q
    
    2/12/10
    
    0-18927
    
    
    10.110.18
    
    
    Amendment No. 1 to Credit
Agreement dated as of February 12,
2008 by and between Tandy Brands
Accessories, Inc. and Comerica Bank
effective as of March 31, 2009
    
    10-Q
    
    2/12/10
    
    0-18927
    
    
    10.210.19
    
    
    Amendment No. 2 to Credit
Agreement dated as of February 12,
2008 by and between Tandy Brands
Accessories, Inc. and Comerica Bank
effective as of October 6, 2009
    
    10-Q
    
    2/12/10
    
    0-18927
    
    
    10.310.20
    
    
    Amendment No. 3 to Credit
Agreement dated as of February 12,
2008 by and between Tandy Brands
Accessories, Inc. and Comerica Bank
effective as of May 10, 2009
    
    10-Q
    
    5/13/10
    
    0-18927
    
    
    10.310.21
    
    
    Amendment No. 1 to the Tandy
Brands Accessories, Inc. 2002 Omnibus
Plan*
    
    10-K
    
    9/21/07
    
    0-18927
    
    
    10.3810.22
    
    
    Nonqualified Stock Option
Agreement pursuant to the Tandy Brands
Accessories, Inc. 2002 Omnibus Plan
with N. Roderick McGeachy, III dated
October 1, 2008*
    
    10-Q
    
    11/10/08
    
    0-18927
    
    
    10.210.23
    
    
    Amendment No. 2 to the Tandy
Brands Accessories, Inc. Stock
Deferral Plan for Non-Employee
Directors dated December 31, 2008*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    
    10.210.24
    
    
    Form of Tandy Brands
Accessories, Inc. Fiscal 2009
Performance Unit Award Agreement*
    
    10-Q
    
    2/4/09
    
    0-18927
    
    
    10.6
  44




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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.25
    
    
    Form of Tandy Brands
Accessories, Inc. Fiscal 2010
Performance Unit Award Agreement*
    
    10-K
    
    8/27/09
    
    0-18927
    
    
    10.4910.26
    
    
    First Amendment to Lease dated
January 22, 2009 by and between
Enterprise Centre Operating
Associates, LP and Tandy Brands
Accessories, Inc. relating to the
corporate office
    
    10-Q
    
    2/4/09
    
    0-18927
    
    
    10.710.27
    
    
    Consulting Agreement by and
between Tandy Brands Accessories, Inc.
and J.S.B. Jenkins effective as of May
8, 2009*
    
    10-Q
    
    5/14/09
    
    0-18927
    
    
    10.810.28
    
    
    Summary of Fiscal 2011
Management Incentive Plan for Tandy
Brands Accessories, Inc.*
    
    8-K
    
    7/6/10
    
    0-18927
    
    
    10.110.29
    
    
    Summary of 2011 Long-Term
Incentive Program for Tandy Brands
Accessories, Inc.*
    
    8-K
    
    7/6/10
    
    0-18927
    
    
    10.210.30
    
    
    Agreement to Provide Severance
Pay by and between Tandy Brands
Accessories, Inc. and N. Roderick
McGeachy, III dated as of April 22,
2010*
    
    10-Q
    
    5/13/10
    
    0-18927
    
    
    10.110.31
    
    
    Change of Control Agreement by
and between Tandy Brands Accessories,
Inc. and N. Roderick McGeachy, III
dated as of April 22, 2010*
    
    10-Q
    
    5/13/10
    
    0-18927
    
    
    10.210.32
    
    
    Industrial Lease Agreement
between Pinnacle Industrial Center
Limited Partnership, as Landlord, and
Tandy Brands Accessories, Inc., as
Tenant, dated September 24, 1999;
First Amendment to Industrial Lease
Agreement dated January 5, 2000;
Second Amendment to Industrial Lease
Agreement with Pinnacle Industrial
Dallas, Inc. dated September 4, 2003;
Third Amendment to Industrial Lease
Agreement dated August 24, 2009 with
The Realty Associates Fund VII, L.P.;
Fourth Amendment to Industrial Lease
Agreement dated October 6, 2009**
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A10.33
    
    
    Form of Tandy Brands
Accessories, Inc. Fiscal 2011
Performance Unit Award Agreement* **
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A
  45




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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
 Incorporated by Reference(if applicable)Exhibit Number and Description
    
    Form
    
    Date
    
    File No.
    
    Exhibit10.34
    
    
    Fiscal 2011 Compensation Summaries* **
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A(21)
    
    Subsidiaries of the Registrant21.1
    
    
    List of Subsidiaries**
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A(23)
    
    Consents of Experts and Counsel23.1
    
    
    Consent of Ernst & Young LLP**
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A(31)
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1
    
    
    Certification Pursuant to Rule
13a-14(a)/15d-14(a) (Chief Executive
Officer)**
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A31.2
    
    
    Certification Pursuant to Rule
13a-14(a)/15d-14(a) (Chief Financial
Officer)**
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A(32)
    
    Section 1350 Certifications32.1
    
    
    Section 1350 Certifications
(Chief Executive Officer and Chief
Financial Officer)**
    
    N/A
    
    N/A
    
    N/A
    
    
    N/A
 
 *
    
    Management contract or compensatory plan**
    
    Filed herewith  46