exv10w2






EXHIBIT 10.2

TANDY BRANDS ACCESSORIES, INC.

1995 STOCK DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS




Amendment No. 2




     THIS AMENDMENT NO. 2 to the Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for
Non-Employee Directors (the “Plan”) is dated December 31, 2008, to amend the Plan in the following
respects:



     WHEREAS, the Plan was established by Tandy Brands Accessories, Inc., a Delaware corporation
(the “Company”), and was subsequently amended;



     WHEREAS, in accordance with Section 8.1 of the Plan, the Plan shall be administered by the
Company’s Board of Directors (the “Board”) and the Board shall have the discretion to amend the
Plan; and



     WHEREAS, the Board has determined to amend the Plan by making such changes as necessary to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).



     NOW THEREFORE, effective December 31, 2008, the Plan is hereby amended in the following
respects:



     1. Deferral Elections. Section 3.1(a) of the Plan shall be deleted in its entirety
and replaced with the following:



          “(a) Deferral Elections. Commencing on the effective date of the Plan, payment of the
Retainer Fees and/or Meeting Fees may be deferred by election of the Non-Employee Director. Each
such Deferral Election of the Retainer Fees and/or Meeting Fees shall be made pursuant to a form
and at such time as the Company shall require, provided that each such form shall be executed no
later than the last day of December immediately preceding the calendar year for which the
Non-Employee Director elects to defer receipt of the Retainer Fees and/or Meeting Fees.
Notwithstanding the foregoing, on the date a Non-Employee Director first becomes a member of the
Board, he may make such Deferral Election of Retainer Fees and/or Meeting Fees, in such form as the
Company shall require, within thirty (30) days of such date. In such event, his election to
participate in the Plan shall become effective immediately. At the time a Non-Employee Director
makes a Deferral Election pursuant to this Section 3.1(a), the Non-Employee Director shall elect
the manner and date upon which his benefit under the Plan (an “Initial Election”) shall be
distributed. A Non-Employee Director shall have the option to change his or her Initial Election
to postpone or modify the manner of payment of his benefit from that initially elected to be
effective; provided that such election (the “Subsequent Election”) is received by the Company at
least twelve months before the original distribution date in effect prior to the Subsequent
Election, and the modified distribution date shall occur no earlier than five years from the
original distribution date. Under no circumstances shall a modification of the original
distribution date result in an acceleration of payments in violation of Section 409A of



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the Code. The distribution elections described in this paragraph must be made on a form
supplied by the Company for that purpose.”




     2. Change of Control. Section 10.3(b) of the Plan shall be deleted in its entirety
and replaced with the following:



          “(b) “Change of Control” shall mean the occurrence of any of the following events:




               (i) any one person, or more than one person acting as a group, acquires ownership of stock of
the Company that, together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of the Company;



               (ii) any one person, or more than one person acting as a group, acquires (or has acquired
during any twelve month period) ownership of stock of the Company possessing 30% or more of the
total voting power of the stock of the Company;



               (iii) a majority of the members of the Board is replaced during any twelve month period by
directors whose appointment is not endorsed by a majority of the members of the Board before the
date of the appointment or election; or



               (iv) any one person, or more than one person acting as a group, acquires (or has acquired
during any twelve month period) assets from the Company that have a total gross fair market value
equal to or more than 40% of the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions.



          The determination of whether a Change of Control has occurred shall be made by the Board in
accordance with the provisions of Section 409A of the Code and the Treasury Regulations promulgated
thereunder.”




     3. Effect on Plan. Except as otherwise set forth in this Amendment No. 2, the Plan
shall remain in full force and effect.



     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment
No. 2 to the Plan effective as of the date first indicated above.



	 	 	 	 	 
	 	TANDY BRANDS ACCESSORIES, INC.

a Delaware corporation

 	 
	 	By:  	/s/ Craig Mackey
 	 
	 	 	Name:  	Craig Mackey 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




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