exhibit10-2.htm


    TANDY
LEATHER FACTORY, INC.

    AMENDMENT
TO

    2007
DIRECTOR NON-QUALIFIED STOCK OPTION PLAN

    


    This
Amendment (this “Amendment”), was
adopted by the Board of Directors (the “Board”) of Tandy
Leather Factory, Inc., a Delaware corporation (the “Company”), as of May
3, 2010 (the “Effective Date”) and
amends the 2007 Director Non-qualified Stock Option Plan of the Company dated as
of March 22, 2007 (the “Original
Plan”).

     

    Recitals

     

    A.           The
Company adopted the Original Plan as of March 22, 2007.

     

    B.           On
May 22, 2007, at a duly held meeting of the stockholders of the Company, the
stockholders ratified and affirmed the Original Plan.

     

    C.           Notwithstanding
the Stock Option grant schedule set forth in Article 4 of the Original Plan, the
Board has deemed it to be in its best interest of the Company not to grant the
Stock Options according to such schedule.

     

    D.           As
of the Effective Date, no Options have been granted under the Plan.

     

    E.           Article
10 of the Original Plan provides that the Original Plan may be amended by the
Board without the approval of the stockholders of the Company with certain
exceptions.

     

    F.           The
Original Plan is being amended to set forth a new Stock Option grant schedule as
more particularly set forth below.

     

    Amendment

     

    The
Original Plan is hereby amended as follows:

     

    1.           Definitions.  Unless
otherwise defined herein, terms utilized herein which are defined in the
Original Plan shall have the meanings ascribed to them in the Original
Plan.

     

    2.   Amendment to Article 4 of the Original
Plan.  The first paragraph of Article 4 of the Original Plan is
hereby amended to read in its entirety as follows:

     

    The
Committee shall grant Stock Options as follows: (i) on May 28, 2010, a Stock
Option for 3,000 shares of Common Stock shall be granted to each individual who
is serving as an outside director of the Company or any Subsidiary on that date;
(ii) on March 22 of each calendar year thereafter, a Stock Option for 3,000
shares of Common Stock shall be granted to each individual who is serving as an
outside director of the Company or any Subsidiary on that date; and (iii) if an
individual first becomes an outside director of the Company or any Subsidiary
within six months after March 22 of a year, such individual shall be granted a
Stock Option for 3,000 shares of Common Stock immediately upon becoming an
outside director.  Notwithstanding the foregoing, the Committee may
elect to delay any Stock Option grant date under this Article 4 up to the end of
any applicable calendar year (but not beyond March 22, 2017) if the Committee
deems such delay to be in the best interests of the Company.  The
Committee shall not grant Stock Options under any other
circumstances.

     

    3.           Effective
Date.  This Amendment shall become effective as of the
Effective Date.

     

    4.           No Other
Amendments.  Except as expressly amended hereby, the Original
Plan shall continue in full force and effect in accordance with the terms and
provisions thereof.

     

    5.           Headings.  The
headings of the various sections of this Amendment are for convenience of
reference only and do not constitute a part hereof and shall not be interpreted
or construed to affect the meanings or construction of any provision
hereof.

     

    6.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its
conflict-of-laws principles.

     

     

    IN WITNESS WHEREOF, the
undersigned has executed this Amendment as of the Effective Date.

    


    
      	
               
      

            	
              TANDY
      LEATHER FACTORY, INC.

            


    

    


    


    By:   /s/ Shannon L.
Greene

    Shannon L. Greene,

    Chief
Financial Officer and Treasurer

    


    ATTEST:

    


    /s/ William M.
Warren


    


    William
M. Warren,

    General
Counsel and Secretary