EX-10.5



 





EXHIBIT 10.5




R. G. BARRY CORPORATION

DEFERRAL PLAN




GORDON L. ZACKS NOTICE OF ELIGIBILITY




	 	 	 	 	 	 	 
	To:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	From:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Re:	 	Deferring Taxes on Restricted Stock Units Granted in 20________






You are eligible to participate in the R. G. Barry Corporation Deferral Plan (“Deferral Plan”).
You may elect to participate in the Deferral Plan by completing and returning the attached
Enrollment Form to                                          at R. G. Barry Corporation; 13405 Yarmouth Road N.W.; Pickerington, Ohio 43147
on or before                                         , 20___.



Before deciding whether you want to participate in the Deferral Plan, you should read this Notice
of Eligibility and the attached copy of the Deferral Plan. If you have any questions, please
contact                                          at                                         .



1.00 The Deferral Plan allows you to defer income taxation of Restricted Stock Units granted to you
in 20___under the R. G. Barry Corporation 2005 Long-Term Incentive Plan.



The Deferral Plan has been specially designed to allow you to defer taxes on any Restricted Stock
Units (“RSUs”) granted to you in 20___(“20___ RSUs”).



Although your 20___ RSUs will not be officially awarded until                      , 20___, we expect that you will be
awarded:




	 	•	 	                     RSUs;
	 
	 	•	 	The 20___ RSUs will fully “vest” on the first anniversary of the award date.





Note: RSUs will be more fully described in a separate prospectus and an award agreement that will
be distributed to you when your 20___ RSUs are granted.



Normally, your RSUs are taxed when the vesting conditions described in the award agreement are met.
However, you may defer income taxation of all or part of your 20___ RSUs by following the
instructions included in this notice. If you do this, you will not have to pay income taxes until
you actually receive a distribution from the Deferral Plan, although Social Security and local wage
taxes will be due when the 20___ RSUs vest.



 









 





This notice describes:




	 	•	 	How and when you may elect to defer income taxation of all or part of your 20___
RSUs (see Section 2.00);
	 
	 	•	 	How and when you will receive the value of any deferred 20___ RSUs (see Section
3.00);
	 
	 	•	 	The income and other tax effect of deferring all or part of your 20___ RSUs (see
Section 4.00); and
	 
	 	•	 	What you should do next (see Section 5.00).





Note: Before reading the rest of this notice (and before making any election), you should
understand that many of the rules described below are part of a new section of the Internal Revenue
Code (“Code”), called Code §409A. The rules under Code §409A will affect any deferral election you
make. However, the Internal Revenue Service has not yet fully explained the effect of Code §409A.
This description is based on the Company’s current understanding of Code §409A and its likely
effect on any deferral election you make. However, it may be necessary to change the Deferral Plan
to accommodate final regulations. And, these changes may affect how and when you may receive the
value of any deferred 20___ RSUs.



2.00 You must act soon if you want to defer all or part of your 20___ RSUs.




Code §409A requires that any deferral of income taxes (such as an election to defer all or part of
your 20___ RSUs) must be made at least 12 months before the affected income is earned. Because you
previously participated in an R. G. Barry deferred compensation arrangement, you must make this
election no later than                                         , 20___.



Also, you should understand that:




	 	•	 	Once made, you may not revoke a deferral election;
	 
	 	•	 	You may make an election with respect to all or part of your 20___ RSUs;
	 
	 	•	 	This election will affect only your 20___ RSUs – if you want to make a similar
election for later awards, you must make a separate election.





You may elect to defer all or part of your 20___ RSUs by completing the attached Enrollment Form
(but only after reading the rest of this notice and the attached copy of the Deferral Plan). If
you decide to make this election, be sure to follow the instructions included on the Enrollment
Form; if you do not, your election will be ineffective and will not be implemented.



 









 





3.00 You will not receive the value of any deferred 20___ RSUs until you leave the Board.




3.01 How the deferral works.




Any 20___ RSUs that you defer into the Deferral Plan will be subject to the terms of the Deferral
Plan (a copy of which is attached). As noted above, these terms may change when the IRS issues
final regulations under Code §409A. However, based on its current understanding of Code §409A and
on the terms of the Deferral Plan, the Company believes this is how the Deferral Plan will work:




	 	•	 	The value of any deferred 20___ RSUs will be credited to an account maintained in
your name under the Deferral Plan;
	 
	 	•	 	This account will be credited with the number of shares of Company stock you would
have received had you not deferred the 20___ RSUs you elect to defer;
	 
	 	•	 	This account also will be adjusted to reflect the changing value of shares of
Company stock until it is fully distributed to you;
	 
	 	•	 	When you leave the Board for any reason, your account will be distributed to you (or
your beneficiary if you die). This distribution will be made in shares of Company
stock having a fair market value equal to your Deferral Plan account balance; and
	 
	 	•	 	Normally, your Deferral Plan benefit will be distributed in a single distribution,
although you may elect to have the distribution made in a series of installments (see
below for a description of how you may make this election and the effect of making that
election).





Note: There is no guarantee that the value of your account will increase.




3.02 How the value of your deferred 20___ RSUs will be distributed




As noted above, the Deferral Plan provides that the value of your Deferral Plan benefit will be
distributed in a single payment no later than March 15 of the calendar year that begins after you
leave the Board. However, the Deferral Plan allows you to elect to have the value of your Deferral
Plan benefit distributed in five annual installments if you make that election at the same time you
elect to defer your 20___ RSUs (this may be done on the same form that you used to defer your 20___
RSUs).



Before you make any election affecting distribution of your Deferral Plan benefit, you should
understand four rules:




	 	•	 	If you elect to receive a distribution in five annual installments, the amount you
receive will be your Deferral Plan account balance divided by the remaining number of
installments (e.g., the first distribution will be one-fifth of your account balance,
the second distribution will be one-fourth of your account balance and so forth);
	 
	 	•	 	You may not change this election once it has been made;
	 
	 	•	 	You may not elect an installment period other than five years (i.e., the only
alternatives are a single distribution and five annual installments); and
	 
	 	•	 	Until your Deferral Plan account is fully distributed, the value of your Deferral
Plan account will fluctuate to reflect the value of Company stock (i.e., if the value
of 




 









 






	 	 	 	Company stock increases, your Deferral Plan account will increase and if the value
of Company stock decreases, your Deferral Plan account will decrease).





4.00 Income taxes will not be due on the value of your deferred 20___ RSUs until you leave the
Board, although other taxes may be due earlier.



Normally, your 20___ RSUs will be subject to federal, state and local income, self-employment and
wage taxes when those RSUs vest. However, if you make the deferral election described in Section
2.00 of this notice, the value of your 20___ RSUs will not be subject to federal or state income
taxes until it is distributed to you. But, federal and local self-employment and wage taxes still
are due on the value of your 20___ RSUs when they vest under the terms of the award agreement.



Generally, federal and local self-employment and wage taxes are limited to Social Security and
Medicare taxes and city and school district wage taxes. These taxes, which you must pay when the
20___ RSUs vest whether or not you defer them into the Deferral Plan, are your responsibility.



5.00 What you should do next.




After you read this notice and the attached copy of the Plan, you should:




	 	•	 	Contact                     at                      if you have any questions about this deferral opportunity;
	 
	 	•	 	Complete the appropriate portions of the attached Enrollment Form. This is done by:






	 	Ø	 	Completing Sections 2.00, 3.00 and 4.00 of the attached Enrollment Form if you
do want to defer all or any part of your 20___ RSUs; and
	 
	 	Ø	 	Completing Sections 2.00 and 4.00 of the attached Enrollment Form if you do
not want to defer any portion of your 20___ RSUs.





ANY FEDERAL TAX ADVICE CONTAINED IN THE FOREGOING IS NOT INTENDED OR WRITTEN BY THE PREPARER OF
SUCH ADVICE TO BE USED, AND IT CANNOT BE USED BY THE RECIPIENT, FOR THE PURPOSE OF AVOIDING
PENALTIES THAT MAY BE IMPOSED ON THE RECIPIENT. THIS DISCLOSURE IS INTENDED TO SATISFY U.S.
TREASURY DEPARTMENT REGULATIONS.



 









 





R. G. BARRY CORPORATION

DEFERRAL PLAN




ENROLLMENT FORM RELATING TO RESTRICTED STOCK UNITS ISSUED




                                        , 20___




1.00 Important instructions for completing this Enrollment Form.




Before you complete this Enrollment Form, you should read the Notice of Eligibility that
accompanies this form and the copy of the R. G. Barry Corporation Deferral Plan (“Deferral Plan”)
attached to that Notice of Eligibility.




	 	•	 	If you do want to defer all or any part of your 20___ RSUs, complete
Sections 2.00, 3.00 and 4.00 of this Enrollment Form and return the completed form to
the address given below before                                         , 20___;
	 
	 	•	 	If you do not want to defer all or any part of your 20___ RSUs, complete
Sections 2.00 and 4.00 of this Enrollment Form and return the completed form to the
address given below before                                         , 20___; and
	 
	 	•	 	If you have any questions about this deferral opportunity, contact                                         at                                         or at the
address given below.





A completed copy of this Enrollment Form must be returned to the following address before                                          , 20___:


                                        

R. G. Barry Corporation

13405 Yarmouth Road N. W.

Pickerington, Ohio 43147




Note: If you elect to defer all or a portion of your 20___ RSUs by completing Sections 2.00, 3.00
and 4.00, you also may name a person (“Beneficiary”) to receive any Deferral Plan benefits that are
not distributed when you die. You may name a Beneficiary using the “Beneficiary Designation Form”
attached to your 20___ RSU award agreement.



2.00 Participation.




Check the first box below if you do want to defer all or part of your 20___ RSUs subject to
the terms of the Deferral Plan or check the second box below if you do not want to defer
any part of your 20___ RSUs.



Note: An election under this section will apply only to your 20___ RSUs but will be irrevocable
when made. A separate election must be made to defer any other grants from the Equity Plan. For
example, if you elect to defer all of your 20___ RSUs on this form you must make a separate
election if you want to defer any awards granted in 20___ (if the Committee decides you are
eligible to do so). Similarly, if you elect not to defer any portion of your 20___ RSUs, you may



 









 





elect
to defer all or part of any awards granted in 20___ (if the Committee decides that you are
eligible to do so).




o Check here if you do want to defer all or part of your 20___ RSUs subject to the
terms of the Deferral Plan. Also, check the 20___ RSUs you want to defer:




o All of the 20___ RSUs (if you want to defer some but not all of your 20___ RSUs,
check one or more of the boxes immediately below adjacent to the 20___ RSUs you want
to defer)




o ___% (insert 25%, 50%, 75% or 100%) of the 20___ RSUs




You also must complete Sections 3.00 and 4.00 of this Enrollment Form and return the
completed form to the address shown above no later than                      , 20___.




o Check here if you do not want to defer any portion of your 20___ RSUs. You also
must complete Section 4.00 of this Enrollment Form and return the completed form to the
address shown above no later than                     , 20___.



3.00 Distributions.




Complete this section only if you want to receive the value of your deferred 20___ RSUs in five
annual installments. If you do not complete this section, your Deferral Plan account will be
distributed in a single payment.



Note: An election under this section will apply only to your 20___ RSUs and will be irrevocable
when made. A separate election must be made for any other grants from the Equity Plan and those
elections may be different. For example, if you do not make an election under this section for
20___, your 20___ RSUs will be distributed in a single payment. But if you want to receive the
value of any future grants in five annual installments, you may make that election on the
Enrollment Form you receive in connection with these future grants.




o Check here if you do want to receive the value of your 20___ RSUs in five annual
installments.



4.00 Acknowledgements.




By signing below, I acknowledge that:




	 	•	 	I have received and read a copy of the R. G. Barry Corporation Deferral Plan and a
Notice of Eligibility relating to my participation in that plan;
	 
	 	•	 	I fully understand the terms of the R. G. Barry Corporation Deferral Plan and the
risks associated with any election I make relating to that plan;
	 
	 	•	 	The R. G. Barry Corporation Deferral Plan is unfunded and not subject to the
Employee Retirement Income Security Act of 1974, as amended and that I have no 




 









 






	 	 	 	right or
claim to receive benefits related to the plan other than those specifically described
in the plan.
	 
	 	•	 	I am solely responsible for ensuring that the plan’s administrative committee’s
records contain my current address and that of my beneficiary; and
	 
	 	•	 	I may designate a beneficiary to receive any amounts due at my death (or change my
beneficiary) by completing a separate beneficiary designation form available to me from
the plan’s administrative committee.





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	          Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          Printed name	 	 






Received by Committee on: