R.G. BARRY CORPORATION
 AMENDED AND RESTATED
2005 LONG-TERM INCENTIVE PLAN
(As amended on October 29, 2009)
 1.00 PURPOSE AND EFFECTIVE DATE
 1.01 PURPOSE.
 1.02 EFFECTIVE DATE.
 2.00 DEFINITIONS
  ACT.
 AWARD.
 AWARD AGREEMENT.
 BENEFICIARY.
 BOARD.
 BUSINESS COMBINATION.
 BUSINESS CRITERIA.
 CASH AWARD.




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CAUSE.
 [1]
 [2]
 [3]
 [4]
 CODE.
 COMMITTEE.
 [1]
 [2] [A] [I] [II] [B]
 COMPANY.
 DIRECTOR.
 DISABILITY.
 [1] [A] [B]
 [2]
 DIVIDEND EQUIVALENT RIGHT.
 EFFECTIVE DATE.
 EMPLOYEE.
 EXERCISE PRICE.
  I-2




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FAIR MARKET VALUE.
 [1]
 [2]
 [3]
 FREESTANDING SAR.
 GRANT DATE. [1] [2]
 INCENTIVE STOCK OPTION.
 NONQUALIFIED STOCK OPTION.
 OPTION. [1] [2]
 PARTICIPANT.
 PERFORMANCE-BASED AWARD.
 PERFORMANCE PERIOD.
 PLAN.
 PLAN YEAR.
 PRIOR PLANS.
 RESTRICTED STOCK.
 RESTRICTED STOCK UNIT.
 RESTRICTION PERIOD.
 RETIREMENT OR RETIRE.
 [1]
 [2]
  I-3




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STOCK.
 STOCK APPRECIATION RIGHT (OR SAR).
 STOCK UNIT.
 SUBSIDIARY.
 TANDEM SAR.
 TERMINATION OF SERVICE (OR REFERENCES TO A PARTICIPANTS SERVICE BEING TERMINATED).
 [1]
 [2] [a] [b] [c]
 3.00 ADMINISTRATION
 3.01 COMMITTEE DUTIES.
 [1]
 [2]
 3.02 DELEGATION OF DUTIES.
  I-4




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3.03 PARTICIPATION.
 [1]
 [a]
 [b]
 [c]
 [d]
 [e]
 [f]
 [g]
 [h]
 [2]
 [a]
 [b]
 [c]
 [3]
 [a]
 [b]
 [c]
 [d]
 [e]
 [f]
 [g]
 [4]
 3.04 CONDITIONS OF PARTICIPATION.
 [1]
 [2]
  I-5




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4.00 STOCK SUBJECT TO PLAN
 4.01 NUMBER OF SHARES.
 [1]
 [a]
 [b]
 [c]
  [2]
 4.02 UNFULFILLED AWARDS.
 4.03 ADJUSTMENT IN CAPITALIZATION.
 4.04 LIMITATIONS ON NUMBER OF SHARES ISSUABLE TO A PARTICIPANT.
 5.00 OPTIONS
 5.01 GRANT OF OPTIONS.
 [1] [a] [b]
 [2]
 5.02 OPTION PRICE.
  I-6




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5.03 EXERCISE OF OPTIONS.
 [1]
 [2]
 [3]
 5.04 INCENTIVE STOCK OPTIONS.
 [1]
 [2]
 [3]
 [4]
 5.05 PAYMENT FOR OPTIONS.
 5.06 RESTRICTIONS ON TRANSFERABILITY.
 5.07 RESTRICTIONS ON RELOAD/REPRICING.
 [1]
 [2]
 6.00 RESTRICTED STOCK AND RESTRICTED STOCK UNITS
 6.01 RESTRICTED STOCK.
  I-7




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[1]
 [a]
 [b]
 [2]
 [a]
 [b]
 [3]
 [a]
 [b]
 6.02 RESTRICTED STOCK UNITS.
 [1]
 [2]
 [a]
 [b] [I] [II] [III]
 [3]
 [4]
  I-8




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7.00 STOCK APPRECIATION RIGHTS
  [1]
 [a]
 [b]
 [2]
 [a]
 [b]
 [c] [i] [ii]
 [d]
 [3]
 [4]
 [a] [i] [ii]
 [b] [i] [1] [2] [ii]
  8.00 OTHER STOCK AWARDS TO PARTICIPANTS
  9.00 STOCK UNITS
 9.01 STOCK UNIT AWARDS.
  I-9




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9.02 SETTLING OF STOCK UNITS.
 9.03 DISPOSITION OF DIVIDEND EQUIVALENT RIGHTS.
 10.00 CASH AWARDS
 [1] [2]
 11.00 PERFORMANCE-BASED AWARDS
 11.01 GENERALLY.
 11.02 BUSINESS CRITERIA.
 [1]
 [a]
 [b]
 [c]
 [d]
 [e]
 [f]
 [g]
 [h]
 [i]
 [j]
 [k]
 [l]
 [m]
  I-10




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[n]
 [o]
 [p]
 [q]
 [r]
 [s]
 [t]
 [2] [a] [b] [c]
 11.03 ESTABLISHMENT OF PERFORMANCE GOALS. [1] [2] [3]
 11.04 CERTIFICATION OF PERFORMANCE.
 11.05 MODIFICATION OF PERFORMANCE-BASED AWARDS.
 12.00 TERMINATION OF SERVICE/LIMITS ON EXERCISABILITY/BUYOUTS
 12.01 EFFECT OF TERMINATION OF SERVICE ON AWARDS OTHER THAN PERFORMANCE-BASED AWARDS.
 [1] DEATH. [a] [b]
 [2] DISABILITY. [a] [b]
 [3] RETIREMENT. [a] [b]
  I-11




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[4] VOLUNTARY TERMINATION OF SERVICE BY PARTICIPANT. [a] [b] [c]
 [5] INVOLUNTARY TERMINATION OF SERVICE WITHOUT CAUSE. [a] [b] [c]
 [6] INVOLUNTARY TERMINATION OF SERVICE WITH CAUSE.
 12.02 EFFECT OF TERMINATION OF SERVICE ON PERFORMANCE-BASED AWARDS.
 [1]
 [2]
  [a]
 [b] [i] [ii]
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12.03 OTHER LIMITS ON EXERCISABILITY.
 [1]
 [2]
 [3]
 12.04 BUY OUT OF AWARDS. [1] [2]
 12.05 SIX-MONTH DISTRIBUTION DELAY.
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13.00 MERGER, CONSOLIDATION OR SIMILAR EVENT
 13.01 DEFINITION OF BUSINESS COMBINATION.
 [1]
 [a]
 [b]
 [c]
 [d]
  [2]
 [a]
 [b] [i] [ii]
 13.02 EFFECT OF BUSINESS COMBINATION ON OPTIONS, SARs, RESTRICTED STOCK AND RESTRICTED STOCK UNITS. [1] [2]
 13.03 EFFECT OF BUSINESS COMBINATION ON STOCK UNITS, CASH AWARDS OR PERFORMANCE-BASED AWARDS. [1] [2] [a] [b]
  I-14




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13.04 APPLICATION OF CODE SECTION 280G. [1] [2]
 14.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.
 [1] [2] [3] [4] [5] [6]
 15.00 MISCELLANEOUS
 15.01 ASSIGNABILITY.
 15.02 BENEFICIARY DESIGNATION.
  I-15




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15.03 NO GUARANTEE OF CONTINUING SERVICES.
 [1]
 [2]
 [3]
 [4]
 15.04 TAX WITHHOLDING.
 [1]
 [2]
  [a]
 [b]
 [c]
 [d]
 15.05 INDEMNIFICATION.
 15.06 NO LIMITATION ON COMPENSATION.
 15.07 REQUIREMENTS OF LAW.
  I-16




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15.08 TERM OF PLAN.
 15.09 GOVERNING LAW.
 15.10 NO IMPACT ON BENEFITS.
 15.11 COMPLIANCE WITH CODE SECTION 409A.
  I-17