##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 27, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-08769
 R.G. BARRY CORPORATION
  OHIO
    
    31-4362899(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification Number)13405 Yarmouth Road NW, Pickerington, Ohio
    
    43147(Address of principal executive offices)
    
    (Zip Code)
  (Registrants telephone number, including area code)
  (Former name, former address and former fiscal year, if changed since last report)
 þ 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




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##### 



PagePART I  FINANCIAL INFORMATIONITEM 1  Financial Statements
    
    
    4ITEM 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
    
    
    18ITEM 4  Controls and Procedures
    
    
    19ITEM 4T  Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONITEM 1  Legal Proceedings
    
    
    20ITEM 1A  Risk Factors
    
    
    20ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20ITEM 3  Defaults Upon Senior Securities
    
    
    20ITEM 4  Submission of Matters to a Vote of Security Holders
    
    
    20ITEM 5  Other Information
    
    
    20ITEM 6  Exhibits
    
    
    20SIGNATURES
    
    
    21INDEX TO EXHIBITS
    
    
    22EX-10.4EX-10.5EX-10.6EX-10.7EX-10.8EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
  Definitions
  Fiscal 2009
    
    52 weeks ending June 27, 2009Fiscal 2008
    
    52 weeks ended June 28, 20082006 transition period
    
    26 weeks ending July 1, 2006First half of fiscal 2009
    
    26 weeks ended December 27, 2008First half of fiscal 2008
    
    26 weeks ended December 29, 2007Second quarter of fiscal 2009
    
    13 weeks ended December 27, 2008Second quarter of fiscal 2008
    
    13 weeks ended December 29, 2007
 3




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December 27, 2008
    
    
    June 28, 2008ASSETSCash and cash equivalents
    
    $
    5,232
    
    
    $
    14,210Short-term investments
    
    
    22,661
    
    
    
    11,870Accounts receivable (less allowances of $9,451 and $1,885, respectively)
    
    
    17,056
    
    
    
    12,653Inventory
    
    
    14,931
    
    
    
    10,842Deferred tax assets  current
    
    
    566
    
    
    
    4,344Prepaid expenses
    
    
    1,085
    
    
    
    1,557Total current assets
    
    
    61,531
    
    
    
    55,476Property, plant and equipment, at cost
    
    
    10,914
    
    
    
    10,059Less accumulated depreciation and amortization
    
    
    7,125
    
    
    
    6,910Net property, plant and equipment
    
    
    3,789
    
    
    
    3,149Deferred tax assets  noncurrent
    
    
    5,984
    
    
    
    6,111Other assets
    
    
    3,081
    
    
    
    3,207Total assets
    
    $
    74,385
    
    
    $
    67,943LIABILITIES AND SHAREHOLDERS EQUITYShort-term notes payable
    
    $
    2,200
    
    
    $
    2,200Current installments of long-term debt
    
    
    90
    
    
    
    84Accounts payable
    
    
    4,662
    
    
    
    4,164Accrued expenses
    
    
    2,176
    
    
    
    3,303Total current liabilities
    
    
    9,128
    
    
    
    9,751Long-term debt, excluding current installments
    
    
    140
    
    
    
    187Accrued retirement costs and other
    
    
    11,556
    
    
    
    11,976Total liabilities
    
    
    20,824
    
    
    
    21,914Shareholders equity:Preferred shares, $1 par value per share: Authorized 3,775 Class A
shares, 225 Series I Junior Participating Class A Shares, and 1,000
Class B Shares, none issued
    
    
    
    
    
    
    Common shares, $1 par value per share: Authorized 22,500 shares;
issued and outstanding 10,585 and 10,548 shares, respectively
(excluding treasury shares of 1,014 and 1,005, respectively)
    
    
    10,585
    
    
    
    10,548Additional capital in excess of par value
    
    
    16,144
    
    
    
    15,763Accumulated other comprehensive loss
    
    
    (5,307
    )
    
    
    (5,352
    )Retained earnings
    
    
    32,139
    
    
    
    25,070Total shareholders equity
    
    
    53,561
    
    
    
    46,029Total liabilities and shareholders equity
    
    $
    74,385
    
    
    $
    67,943
  4




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Second Quarter
    
    
    First HalfFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Net sales
    
    $
    48,853
    
    
    $
    38,555
    
    
    $
    74,482
    
    
    $
    70,685Cost of sales
    
    
    29,569
    
    
    
    22,813
    
    
    
    45,038
    
    
    
    40,884Gross profit
    
    
    19,284
    
    
    
    15,742
    
    
    
    29,444
    
    
    
    29,801Selling, general and administrative expenses
    
    
    9,668
    
    
    
    9,340
    
    
    
    18,256
    
    
    
    17,605Operating profit
    
    
    9,616
    
    
    
    6,402
    
    
    
    11,188
    
    
    
    12,196Other income
    
    
    15
    
    
    
    35
    
    
    
    15
    
    
    
    50Interest income, net
    
    
    72
    
    
    
    79
    
    
    
    217
    
    
    
    178Earnings, before income taxes
    
    
    9,703
    
    
    
    6,516
    
    
    
    11,420
    
    
    
    12,424Income taxes
    
    
    3,653
    
    
    
    2,434
    
    
    
    4,265
    
    
    
    4,576Net earnings
    
    $
    6,050
    
    
    $
    4,082
    
    
    $
    7,155
    
    
    $
    7,848Net earnings per common shareBasic
    
    $
    0.57
    
    
    $
    0.39
    
    
    $
    0.67
    
    
    $
    0.75Diluted
    
    $
    0.56
    
    
    $
    0.38
    
    
    $
    0.67
    
    
    $
    0.74Average number of common shares outstandingBasic
    
    
    10,609
    
    
    
    10,426
    
    
    
    10,602
    
    
    
    10,411Diluted
    
    
    10,712
    
    
    
    10,640
    
    
    
    10,717
    
    
    
    10,664
  5




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First Half
    
    
    First HalfFiscal 2009
    
    
    Fiscal 2008Operating activities:Net earnings
    
    $
    7,155
    
    
    $
    7,848Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization
    
    
    341
    
    
    
    264Deferred income tax expense
    
    
    3,929
    
    
    
    4,477Stock-based compensation expense
    
    
    431
    
    
    
    325Changes in:Accounts receivable
    
    
    (4,403
    )
    
    
    (3,445
    )Inventory
    
    
    (4,089
    )
    
    
    211Prepaid expenses and other
    
    
    597
    
    
    
    (15
    )Accounts payable
    
    
    495
    
    
    
    (768
    )Accrued expenses
    
    
    (1,195
    )
    
    
    (1,396
    )Accrued retirement costs and other, net
    
    
    (485
    )
    
    
    (723
    )Net cash provided by operating activities
    
    
    2,776
    
    
    
    6,778Investing activities:Purchases of short-term investments
    
    
    (10,791
    )
    
    
    (1,090
    )Purchases of property, plant and equipment, net
    
    
    (978
    )
    
    
    (1,024
    )Proceeds from sale of subsidiary, net
    
    
    
    
    
    
    66Net cash used in investing activities
    
    
    (11,769
    )
    
    
    (2,048
    )Financing activities:Repayment of short-term and long-term debt
    
    
    (41
    )
    
    
    (39
    )Proceeds from common shares issued, net
    
    
    56
    
    
    
    207Net cash provided by financing activities
    
    
    15
    
    
    
    168Net (decrease) increase in cash and cash equivalents
    
    
    (8,978
    )
    
    
    4,898Cash and cash equivalents at the beginning of the period
    
    
    14,210
    
    
    
    18,207Cash and cash equivalents at the end of the period
    
    $
    5,232
    
    
    $
    23,105
  6




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##### Table of Contents



R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2009 and the Second Quarter and First Half of Fiscal 2008
(dollar amounts in thousands, except per share data)
       Fair Value
Measurements
    7




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2009 and the Second Quarter and First Half of Fiscal 2008
(dollar amounts in thousands, except per share data)
      Number of
    
    
    Number of
    
    
    Weighted-common shares
    
    
    common shares
    
    
    Averagesubject to ISOs
    
    
    subject to NQs
    
    
    exercise priceOutstanding at June 28, 2008
    
    
    212,600
    
    
    
    238,200
    
    
    $
    5.23Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (15,700
    )
    
    
    
    
    
    
    3.89Expired/Cancelled
    
    
    
    
    
    
    
    
    
    
    Outstanding at December 27, 2008
    
    
    196,900
    
    
    
    238,200
    
    
    $
    5.20Options exercisable at December 27, 2008
    
    
    193,900
    
    
    
    204,900
  Number ofcommon shares
    
    
    Grant Dateunderlying RSUs
    
    
    Fair ValueNonvested at June 28, 2008
    
    
    190,900
    
    
    $
    7.94Granted
    
    
    139,800
    
    
    $
    6.48Vested
    
    
    (29,200
    )
    
    $
    8.23Forfeited/Cancelled
    
    
    (4,700
    )
    
    $
    8.49Nonvested at December 27, 2008
    
    
    296,800
    
    
    $
    7.36
     8




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2009 and the Second Quarter and First Half of Fiscal 2008
(dollar amounts in thousands, except per share data)
 Second Quarter
    
    
    Second Quarter
    
    
    First Half
    
    
    First HalfFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Computed expected tax expense
    
    $
    3,299
    
    
    $
    2,215
    
    
    $
    3,883
    
    
    $
    4,224State income tax expense, net of federal income tax
    
    
    314
    
    
    
    199
    
    
    
    369
    
    
    
    379Other, net
    
    
    40
    
    
    
    20
    
    
    
    13
    
    
    
    (27
    )Total expense
    
    $
    3,653
    
    
    $
    2,434
    
    
    $
    4,265
    
    
    $
    4,576
 Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109,
     Second Quarter
    
    
    Second Quarter
    
    
    First Half
    
    
    First HalfFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Numerator:Net earnings
    
    $
    6,050
    
    
    $
    4,082
    
    
    $
    7,155
    
    
    $
    7,848Denominator:Weighted average common shares outstanding
    
    
    10,609
    
    
    
    10,426
    
    
    
    10,602
    
    
    
    10,411Effect of potentially dilutive securities: stock options and RSUs
    
    
    103
    
    
    
    214
    
    
    
    115
    
    
    
    253Weighted average common shares outstanding, assuming dilution
    
    
    10,712
    
    
    
    10,640
    
    
    
    10,717
    
    
    
    10,664Basic net earnings per common share
    
    $
    0.57
    
    
    $
    0.39
    
    
    $
    0.67
    
    
    $
    0.75Diluted net earnings per common share
    
    $
    0.56
    
    
    $
    0.38
    
    
    $
    0.67
    
    
    $
    0.74
    December 27, 2008
    
    
    June 28, 2008Raw materials
    
    $
    289
    
    
    $
    72Finished goods
    
    
    14,641
    
    
    
    10,770Total inventory
    
    $
    14,931
    
    
    $
    10,842
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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2009 and the Second Quarter and First Half of Fiscal 2008
(dollar amounts in thousands, except per share data)
   Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R)
 Before
    
    
    Effect of
    
    
    Afterapplication of
    
    
    applying
    
    
    application ofSFAS No. 158
    
    
    SFAS No. 158
    
    
    SFAS No. 158Assets:Deferred tax assets-noncurrent
    
    $
    5,960
    
    
    $
    24
    
    
    $
    5,984Liabilities and shareholders equity:Accrued retirement cost and other
    
    $
    11,491
    
    
    $
    65
    
    
    $
    11,556Accumulated other comprehensive loss
    
    
    (5,352
    )
    
    
    45
    
    
    
    (5,307
    )Retained earnings
    
    
    32,225
    
    
    
    (86
    )
    
    
    32,139Total liabilities and shareholders equity affected
    
    $
    38,364
    
    
    $
    24
    
    
    $
    38,388
   Second Quarter
    
    
    Second Quarter
    
    
    First Half
    
    
    First HalfFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Service cost
    
    $
    11
    
    
    $
    11
    
    
    $
    22
    
    
    $
    22Interest cost
    
    
    605
    
    
    
    573
    
    
    
    1,210
    
    
    
    1,146Expected return on plan assets
    
    
    (551
    )
    
    
    (539
    )
    
    
    (1,102
    )
    
    
    (1,078
    )Net amortization
    
    
    71
    
    
    
    106
    
    
    
    142
    
    
    
    213Total pension expense
    
    $
    136
    
    
    $
    151
    
    
    $
    272
    
    
    $
    303
   Second Quarter
    
    
    Second Quarter
    
    
    First Half
    
    
    First HalfFiscal 2009
    
    
    Fiscal 2008
    
    
    Fiscal 2009
    
    
    Fiscal 2008Net earnings
    
    $
    6,050
    
    
    $
    4,082
    
    
    $
    7,155
    
    
    $
    7,848Pension related adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (365
    )Total comprehensive income
    
    $
    6,050
    
    
    $
    4,082
    
    
    $
    7,155
    
    
    $
    7,359
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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2009 and the Second Quarter and First Half of Fiscal 2008
(dollar amounts in thousands, except per share data)
       Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R),
 , Fair Value Measurements Application of FASB Statement No. 157 to
FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13, Effective Date
of FASB Statement No. 157 Determining the
Fair Value of a Financial Asset When the Market for That Asset Is Not Active. Accounting for Leases . Fair Value Measurements
 11




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R.G. BARRY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
for the Second Quarter and First Half of Fiscal 2009 and the Second Quarter and First Half of Fiscal 2008
(dollar amounts in thousands, except per share data)
 Business Combinations, Noncontrolling Interests in Consolidated Financial Statements- an amendment of ARB
No.151.
 Employers Disclosures about Postretirement
Benefit Plan Assets. Employers
Disclosures about Pensions and Other Postretirement Benefits
 12




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Introduction
   Results of Operations
      13




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Seasonality
  Looking ahead to the remainder of fiscal 2009 and beyond
  14




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Liquidity and Capital Resources
    Operating Activities
     §
    
    Net accounts receivable increased by $4.4 million in fiscal 2009 and $3.4 million in fiscal
2008. The increases in net accounts receivable during these reporting periods reflect the
timing of shipments of finished goods inventory to our customers, which was consistent with
the seasonality of our business.
 §
    
    Net inventories increased by $4.1 million during the first half of fiscal 2009, due to the
timing of purchases of finished goods inventory from third-party manufacturers and shipments
of products primarily to our mass merchandising customers during this period as compared to
the first half of fiscal 2008. Net inventories decreased by $211 thousand during the first
half of fiscal 2008.
 15




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§
    
    Accounts payable increased by $495 thousand during the first half of fiscal 2009 and
decreased by $768 thousand during the first half of fiscal 2008. These changes were due
primarily to the timing of purchases and payment for finished goods inventory, which were in
line with the seasonality of our business.
 §
    
    Accrued expenses decreased during the first half of fiscal 2009 and the first half of
fiscal 2008 by $1.2 million and $1.4 million, respectively. The decreases in accrued expenses
were due primarily to payment during the respective periods of our incentive bonus, which had
been accrued at each of the preceding fiscal year ends.
 Investing Activities
  Financing activities
  2009 Liquidity
   Bank Facility
  
  16




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Other Long-Term Indebtedness and Current Installments of Long-Term Debt
  Contractual Obligations
  Critical Accounting Policies and Use of Significant Estimates
    a)
    
    We recognize revenue when the following criteria are met:
 
    
    goods are shipped from our warehouses and other third-party distribution
locations, at which point our customers take ownership and assume risk of loss;
    
    collection of the relevant receivable is probable;
    
    persuasive evidence of an arrangement exists; and
    
    the sales price is fixed or determinable.
 In certain circumstances, we sell products to customers under special arrangements, which
provide for return privileges, discounts, promotions and other sales incentives. At the time
we recognize revenue, we reduce our measurement of revenue by an estimate of the potential
future returns and allowable retailer promotions and incentives, and recognize a
corresponding reduction in reported trade accounts receivable. These estimates have
traditionally been, and continue to be, sensitive to and dependent on a variety of factors
including, but not limited to, quantities sold to our customers and the related selling and
marketing support programs; channels of distribution; sell-through rates at retail; the
acceptance of the styling of our products by consumers; the overall economic environment;
consumer confidence leading towards and through the holiday selling season; and other related
factors. During the second quarter and first half of fiscal 2009, we recorded favorable
adjustments of $313 thousand and $299 thousand, respectively, related to our customer
incentive reserves of $1.9 million established at June 28, 2008. These favorable adjustments
were associated with various customers primarily in the department store channel and resulted
from sell-through rates that were better than anticipated in our fiscal 2008 year-end
estimates.We monitor the creditworthiness of our customers and the related collection of monies owed to
us. In circumstances where we become aware of a specific customers inability to meet its
financial obligations, a specific reserve for bad debts is taken as a reduction to accounts
receivable to reduce the net recognized receivable to the amount reasonably expected to be
collected. For all other customers, we recognize estimated reserves for bad debts based on
our historical collection experience, the financial condition of our customers, an evaluation
of current economic conditions and anticipated trends,
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each of which are subjective and require certain assumptions. Actual charges for
uncollectible amounts have not differed materially from our estimates in prior periods.b)
    
    We value inventories using the lower of cost or market, based upon the first-in,
first-out (FIFO) costing method. We evaluate our inventories for any reduction in
realizable value in light of the prior selling season, the overall economic environment
and our expectations for the upcoming selling seasons, and we record the appropriate
write-downs based on this evaluation.During the second quarter and the first half of fiscal 2009, there were no significant
write-downs recorded to inventory.c)
    
    We make an assessment of the amount of income taxes that will become currently
payable or recoverable for the just concluded period, and the deferred tax costs or
benefits that will become realizable for income tax purposes in the future, as a
consequence of differences between results of operations as reported in conformity with
U.S. GAAP, and the requirements of the income tax codes existing in the various
jurisdictions where we operate. In evaluating the future benefits of deferred tax assets,
we examine our capacity for refund of federal income taxes due to our net operating loss
carryforward position, and our projections of future profits. In addition, we make
ongoing assessments of income tax exposures that may arise at the federal, state or local
tax levels. As a result of these evaluations, any exposure deemed more likely than not
will be quantified and accrued as tax expense during the period and reported in a reserve
for uncertain tax positions. Any identified exposures will be subjected to continuing
assessment and estimates will be revised accordingly as information becomes available to
us.We had no tax reserve for uncertain tax positions at the end of the second quarter of fiscal
2009, the end of the second quarter of fiscal 2008, or the end of fiscal 2008 at either the
state or federal tax levels.d)
    
    We establish assumptions to measure our pension liabilities and project the long-term
rate of return expected on the invested pension assets in our qualified associates
retirement plan. Changes in assumptions, which may be caused by conditions in the debt
and equity markets, change in asset mix, and plan experience, could have a material effect
on our pension obligations and expenses, and can affect our net income, assets, and
shareholders equity. Changes in assumptions may also result in voluntary or mandatory
requirements to make additional contributions to our qualified associates retirement
plan. These assumptions are reviewed and reset as appropriate at the pension measurement
date commensurate with the end of our fiscal year end, and we monitor these assumptions
over the course of the fiscal year.e)
    
    There are various other accounting policies that also require managements judgment.
For an additional discussion of all of our significant accounting policies, please see
Notes 1 (a) through (u) of the Notes to Consolidated Financial Statements in Item 8.
Financial Statements and Supplementary Data of our 2008 Form 10-K.
  Recently Issued Accounting Standards
  
    18




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a.
    
    information required to be disclosed by the Company in this Quarterly Report on Form 10-Q
and the other reports that the Company files or submits under the Exchange Act would be
accumulated and communicated to the Companys management, including its principal executive
officer and its principal financial officer, as appropriate to allow timely decisions
regarding required disclosure;b.
    
    information required to be disclosed by the Company in this Quarterly Report on Form 10-Q
and the other reports that it files or submits under the Exchange Act would be recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms; andc.
    
    the Companys disclosure controls and procedures were effective as of the end of the
quarterly period covered by this Quarterly Report on Form 10-Q.
   19




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R.G. BARRY CORPORATION
RegistrantDate: February 3, 2009
    By:
    /s/ José G. IbarraJosé G. IbarraSenior Vice President - Finance, Chief Financial
Officer and Secretary (Principal Financial Officer)
(Duly Authorized Officer) 21




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Exhibit No.
    
    Description
    
    Location10.1
    
    2009 R.G. Barry Corporation Management Bonus Plan
    
    Incorporated herein
by reference to
Exhibit 10.1 to
Registrants
Quarterly Report on
Form 10-Q for the quarterly
period ended
September 27, 2008
(File No. 001-8769).10.2
    
    R.G. Barry Corporation Amended and Restated 2005 Supplemental Retirement
Plan (amended and restated on December 18, 2008)
    
    Incorporated herein
by reference to
Exhibit 10.1 to
Registrants
Current Report on
Form 8-K dated
December 23, 2008
and filed December
24, 2008 (File No.
001-8769).10.3
    
    R.G. Barry Corporation 2008 Restoration Plan
(adopted on December 18, 2008)
    
    Incorporated herein
by reference to
Exhibit 10.2 to
Registrants
Current Report on
Form 8-K dated
December 23, 2008
and filed December
24, 2008 (File No.
001-8769).10.4
    
    R.G. Barry Corporation Amended and Restated 2005 Long-Term Incentive Plan
(amended and restated effective as of October 28, 2008)
    
    Filed herewith10.5
    
    R.G. Barry Corporation Amended and Restated Deferral Plan
(effective as of October 28, 2008)
    
    Filed herewith10.6
    
    R.G. Barry Corporation 2005 Long-Term Incentive Plan form of
Performance-Based Restricted Stock Unit Award Agreement for Employees
used to evidence grants of restricted stock units made on September 11,
2008 under the R.G. Barry Corporation 2005 Long-Term Incentive Plan (now
known as the R.G. Barry Corporation Amended and Restated 2005 Long-Term
Incentive Plan)
    
    Filed herewith10.7
    
    Amended and Restated Executive Employment Agreement dated as of
December 31, 2008 between R.G. Barry Corporation and Greg A. Tunney
    
    Filed herewith10.8
    
    Amended and Restated Executive Employment Agreement made to be effective
as of December 30, 2008 between R.G. Barry Corporation and Daniel D.
Viren
    
    Filed herewith31.1
    
    Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certifications (Principal Executive Officer and Principal
Financial Officer)
    
    Filed herewith
 22