R.G. BARRY CORPORATION
 AMENDED AND RESTATED
2005 LONG-TERM INCENTIVE PLAN
 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.
 CAUSE.
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[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.
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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.
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RESTRICTION PERIOD.
 RETIREMENT OR RETIRE.
 [1]
 [2]
 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]
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3.00 ADMINISTRATION
 3.01 COMMITTEE DUTIES.
 [1]
 [2]
 3.02 DELEGATION OF DUTIES.
 3.03 PARTICIPATION.
 [1]
 [a]
 [b]
 [c]
 [d]
 [e]
 [f]
 [g]
 [h]
 [2]
 [a]
 [b]
 [c]
 [3]
 [a]
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[b]
 [c]
 [d]
 [e]
 [f]
 [g]
 [4]
 3.04 CONDITIONS OF PARTICIPATION.
 [1]
 [2]
 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.
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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.
 5.03 EXERCISE OF OPTIONS.
 [1]
 [2]
 [3]
 5.04 INCENTIVE STOCK OPTIONS.
 [1]
 [2]
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[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.
 [1]
 [a]
 [b]
 [2]
 [a]
 [b]
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[3]
 [a]
 [b]
 6.02 RESTRICTED STOCK UNITS.
 [1]
 [2]
 [a]
 [b] [I] [II] [III]
 [3]
 [4]
 7.00 STOCK APPRECIATION RIGHTS
  [1]
 [a]
 [b]
 [2]
 [a]
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[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.
 9.02 SETTLING OF STOCK UNITS.
 9.03 DISPOSITION OF DIVIDEND EQUIVALENT RIGHTS.
 10




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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]
 [n]
 [o]
 [p]
 [q]
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[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]
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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]
  12.03 OTHER LIMITS ON EXERCISABILITY.
 [1]
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[2]
 [3]
 12.04 BUY OUT OF AWARDS. [1] [2]
 12.05 SIX-MONTH DISTRIBUTION DELAY.
 13.00 MERGER, CONSOLIDATION OR SIMILAR EVENT
 13.01 DEFINITION OF BUSINESS COMBINATION.
 [1]
 [a]
 [b]
 [c]
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[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]
 13.04 APPLICATION OF CODE SECTION 280G. [1] [2]
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14.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN.
 [1] [2] [3] [4] [5] [6]
 15.00 MISCELLANEOUS
 15.01 ASSIGNABILITY.
 15.02 BENEFICIARY DESIGNATION.
 15.03 NO GUARANTEE OF CONTINUING SERVICES.
 [1]
 [2]
 [3]
 [4]
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15.04 TAX WITHHOLDING.
 [1]
 [2]
  [a]
 [b]
 [c]
 [d]
 15.05 INDEMNIFICATION.
 15.06 NO LIMITATION ON COMPENSATION.
 15.07 REQUIREMENTS OF LAW.
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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.
 18