EX-10.5






Exhibit 10.5




R.G. BARRY CORPORATION

AMENDED AND RESTATED DEFERRAL PLAN




Effective as of October 28, 2008




1.00 Purpose




Effective January 1, 2006, the Company adopted the R. G. Barry Corporation Deferral Plan to provide
supplemental deferred compensation to Participants based on the value of equity awards issued under
the Equity Plan and deferred into this Plan. The Company hereby amends and restates the Plan in
its entirety effective as of October 28, 2008. The Plan is intended to be an unfunded,
nonqualified program of deferred compensation within the meaning of Title I of ERISA.



2.00 Definitions




Whenever used in this Plan, the following words, terms and phrases will have the meanings given to
them in this section, unless another meaning is expressly provided elsewhere in this document or
clearly is required by the context. Also, the form of any word, term or phrase will include all of
its other forms.



2.01 Account: The Account established under Section 4.01 for each Participant.



2.02 Beneficiary: The person a Member designates to receive (or to exercise) any Plan benefit (or
right) that is undistributed (or unexercised) when the Member dies. A Beneficiary may be
designated only by following the procedures described in Section 11.06.



2.03 Board: The Company’s board of directors.



2.04 Change in Control: The occurrence of any of the following events:




[1] The acquisition by any person (as defined under Code §409A), or more than one person
acting as a group (as defined under Code §409A), of stock of the Company that, together with
the stock of the Company held by such person or group, constitutes more than 50 percent of
the total fair market value or total voting power of all of the stock of the Company;




[2] The acquisition by any person, or more than one person acting as a group, within any
12-month period, of stock of the Company possessing 30 percent or more of the total voting
power of all of the stock of the Company;




[3] A majority of the members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the members of the
Board prior to the date of the appointment or election; or




[4] The acquisition by any person, or more than one person acting as a group, within any
12-month period, of assets from the Company that have a total gross fair market value equal
to or more than 40 percent of the total gross fair market value of all of the assets of the
Company immediately prior to such acquisition or acquisitions.



This definition of Change in Control shall be interpreted in a manner that is consistent with the
definition of “change in control event” under Code §409A and the Treasury Regulations promulgated
thereunder.



2.05 Code: The Internal Revenue Code of 1986, as amended from time to time.



1









 





2.06 Committee: The administrative committee described in Section 7.00.



2.07 Company: R. G. Barry Corporation, an Ohio corporation.



2.08 Director: A person who [1] is an elected member of the Board or of the board of directors of
a Related Entity (or has been appointed to the Board or to the board of directors of a Related
Entity to fill an unexpired term and will continue to serve at the expiration of that term only if
elected by shareholders) and [2] is not an Employee.



2.09 Disability: A Participant or an Inactive Participant is:




	 	 	 	[1] Unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months; or
	 
	 	 	 	[2] By reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous period of
not less than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Participant’s employer; or
	 
	 	 	 	[3] Determined to be totally disabled by the Social Security Administration or the
Railroad Retirement Board.





2.10 Eligible Person: Each Employee and Director who meets the eligibility criteria listed in Section 3.00.



2.11 Employee: Each person employed by an Employer.



2.12 Employer: The Company and any Related Entity that adopts this Plan as provided in Section 11.13.



2.13 Equity Plan: The R. G. Barry Corporation 2005 Long-Term Incentive Plan, as amended from time
to time, and any successors to it.



2.14 ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time.



2.15 Inactive Participant: A person who [1] is actively employed by an Employer but no longer
meets the eligibility conditions described in Section 3.00, [2] is transferred to the direct
employment of a Related Entity that is not an Employer or [3] has Terminated but has not received a
complete distribution of his or her Plan Benefit.



2.16 Investment Fund: The funds established by the Committee under Section 4.02 to measure the
investment gains and losses attributable to each Member’s Accounts.



2.17 Key Employee: A “specified employee” as defined under Treasury Regulation §1.409A-1(i) and as
determined under the Company’s policy for determining specified employees.



2.18 Member: Collectively, [1] a Participant, [2] an Inactive Participant and [3] as appropriate,
the Beneficiary of a deceased Member.



2.19 Participant: An Eligible Person who has met and continues to meet the conditions described in
Section 3.00.



2.20 Participation Agreement: The agreement that each Eligible Person must complete and return to
the Company upon becoming a Participant.



2.21 Plan: The R. G. Barry Corporation Amended and Restated Deferral Plan, as described in this
document and any amendments to it.



2.22 Plan Benefit: The balance of a Member’s Accounts as of any Valuation Date.



2









 





2.23 Plan Year: Each fiscal year of the Company during which the Plan is in effect.



2.24 Related Entity: Any business entity with whom the Company would be considered a single
employer under Code §414 (b) or (c).



2.25 Termination: A “separation from service,” within the meaning of Treasury Regulation
§1.409A-1(h), with the Company and all Related Entities.



2.26 Valuation Date: With respect to any Investment Fund (or component of an Investment Fund) [1]
that is traded on a public stock exchange, each day the exchange is open and [2] that is not
publicly traded, the last day of each Plan Year and [3] whether or not publicly traded, any other
date or dates fixed by the Committee for the valuation and adjustment of Accounts.



3.00 Eligibility and Participation




3.01 Eligibility. Eligible Persons will consist of each [1] Director and [2] Employee to whom his
or her Employer, in its sole discretion, extends the opportunity to participate in the Plan and
who, in the Committee’s judgment [a] is highly compensated or a member of a select group of
management employees (both within the meaning of Title I of ERISA); and [b] complies with Section
3.03.



3.02 Duration of Participation. An Eligible Person who has met the conditions described in Section
3.01 will continue to be a Participant until the earlier of the date he or she [1] no longer meets
the conditions described in Section 3.01, [2] no longer is an Employee or a Director, whether or
not he or she Terminates, or [3] in the case of Employees, is excluded (for any reason or for no
reason) from the Plan by his or her Employer or by the Committee. Notwithstanding the foregoing,
if an Eligible Person’s status as a Participant is terminated, any deferral election then in effect
shall terminate as of the earlier of [a] the Eligible Person’s date of Termination or [b] the end
of the Plan Year during which the Eligible Person’s status as a Participant is terminated.



3.03 Participation Agreement.





[1] The Committee will prepare a Participation Agreement for each Eligible Person, although
none of the Company, any Related Entity or the Committee (or any member of the Committee)
will be liable for the effect of any failure to complete and send a Participation Agreement
to an otherwise Eligible Person. The Participation Agreement will specify the date the
Eligible Person may participate in the Plan and any other term or provision specifically
affecting the Participant’s Plan Benefit or participation in the Plan.




[2] Each Eligible Person who has received a Participation Agreement described in Section
3.03[1] must complete and return the completed Participation Agreement to the Committee as
described in Section 3.03[3] below as a condition to participating in the Plan. Once
completed and returned, a Member’s Participation Agreement will remain in effect and may
subsequently be revoked or amended only as provided in such Participation Agreement and in
compliance with Code §409A.




[3] With respect to each calendar year, a Participant may elect to have all or a portion of
any type of equity award granted during such calendar year and which is specified in the
applicable Participation Agreement deferred pursuant to the terms of the Plan by filing a
Participation Agreement with the Committee no later than December 31 of the preceding
calendar year. Notwithstanding the foregoing, during a calendar year in which a Participant
first becomes eligible to participate in the Plan, the Participant may file such a
Participation Agreement with the Committee no later than 30 days after the date on which he
or she first becomes eligible to participate in the Plan. Such Participation Agreement
shall be effective only with respect to awards granted for services performed after the date
of such election. For purposes of this Section 3.03[3], a Participant is first eligible to
participate in the Plan only if the Participant is not eligible to participate in any other
arrangement that, along with this Plan, would be treated as a single nonqualified deferred
compensation plan under Treasury Regulation §1.409A-1(c)(2).



3









 






[4] An election made pursuant to a Participation Agreement shall be irrevocable after the
last day on which such election may be made, as described in Section 3.03[3].



4.00 Credits to Accounts




4.01 Participants’ Accounts. Subject to the rules described in this section and elsewhere in the
Plan, the Committee will establish one or more Accounts for each Participant to which it will
credit [1] deferred awards granted under the Equity Plan to be credited as of the date the awards
vest under the terms of the Equity Plan and the award agreement to which the deferred award relates
and [2] the amount calculated under Section 4.02. Notwithstanding the foregoing, no nonqualified
stock options or stock appreciation rights (or any amounts relating to the exercise of such awards)
may be deferred under the Plan.



4.02 Investment Fund. The Committee will establish and maintain an Investment Fund (which will be
used to value each Member’s Accounts) based solely on the value and earnings of the Company’s
stock. The Committee will account for each Member’s investment in the Investment Fund as if that
investment had actually been made, although none of the Company, any Related Entity or the
Committee (or any member of the Committee) is obliged to make the investment. The fair market
value of the Investment Fund will be calculated as of each Valuation Date. Any increase or
decrease in the value of the Investment Fund, less associated administrative and other Plan
expenses described in Section 7.05, will be allocated to each Member’s Accounts.



4.03 Vesting. A Member will always be 100 percent vested in the amount credited to his or her Accounts.



5.00 Distribution of Plan Benefits




5.01 Normal Time, Schedule and Form of Payment. Except as otherwise provided in this Section 5.00:




[1] Subject to Section 5.01[2], a Member’s Plan Benefit will be distributed in a single
payment within 70 days following the occurrence of the earliest of any of the following
distribution events: [a] a Change in Control, [b] the Participant’s or Inactive
Participant’s Termination or [c] the Participant’s or Inactive Participant’s Disability.




[2] Notwithstanding the foregoing, if a Plan Benefit becomes distributable in connection
with a Participant’s or an Inactive Participant’s Termination (as described in Section
5.01[1]) and the Participant or Inactive Participant is a Key Employee at the time of such
Termination, the Plan Benefit will be distributed on the first business day of the seventh
month following such Termination or, if earlier, the Key Employee’s death.




[3] In all cases, Plan Benefits will be distributed in cash and/or stock, as specified in
the award agreement through which the deferred award was granted.



5.02 Optional Time, Schedule and Form of Payment.




[1] A Participant may elect in his or her Participation Agreement to receive a distribution
of the Account to which that Participation Agreement relates (in cash and/or stock, as
specified in the award agreement through which the deferred award was granted) in five
annual installments rather than in a single payment as described in Section 5.01[1]. If
such election is made, the value of each annual installment will be equal to the Member’s
Account balance as of the date of distribution, divided by the number of remaining
installments due. Subject to Section 5.02[2], the first annual installment will be
distributed within 70 days following the occurrence of the earliest of any of the following
distribution events: [a] a Change in Control, [b] the Participant’s or Inactive
Participant’s Termination or [c] the Participant’s or Inactive Participant’s Disability.
The remaining installments will be distributed annually on the anniversary date of the
distribution event, beginning on the first anniversary of such distribution event.




[2] Notwithstanding the foregoing, if an Account becomes distributable in connection with a
Participant’s or an Inactive Participant’s Termination (as described in Section 5.02[1]) and
the Participant or Inactive



4









 







Participant is a Key Employee at the time of such Termination, no distribution of any
portion of the Account will be made until the first business day of the seventh month
following such Termination or, if earlier, the Key Employee’s death (any such date in this
sentence, the “Distribution Date”). Any distributions which, absent their deferral under
this Section 5.02[2], would have been payable to the Key Employee during the postponement
period will be paid in a lump sum to the Key Employee on the Distribution Date.




[3] A Participant’s election under this section will become effective if the Participant
completes and returns the applicable Participation Agreement to the Committee as described
in Section 3.03.



5.03 Effect of Code §§280G and 4999. If the sum of the payments described in this section and
those provided under all other plans, programs or agreements between the Member and the Company and
all Related Entities would result in a loss of deduction under Code §280G or an excise tax under
Code §4999, the Company will reduce the value of the amounts distributed to the Member under this
Plan to the greater of [1] $00.00 or [2] the amount necessary to ensure that his or her total
“parachute payment” as defined in Code §280G(b)(2)(A) under this Plan and all other plans, programs
or agreements between the Member and the Company and all Related Entities will be $1.00 less than
the amount that would result in a loss of deduction under Code §280G and an excise tax under Code
§4999. Any reduction pursuant to this Section 5.03 shall be made in accordance with Code §409A.



5.04 Full Discharge. Once a Member’s Accounts have been fully distributed, none of the Company,
any Related Entity, the Board, the Committee or the Plan will have any further liability to the
Member.



6.00 Taxes




6.01 Withholding for Taxes Due on Plan Benefits. Regardless of any other provision of this Plan,
any payment due under the Plan to or on account of an Employee (or former Employee) will be reduced
by the amount of any federal, state and local income, wage, employment and other taxes the Employer
is required to withhold under any applicable law or regulation from any Plan Benefit. However,
Directors will be solely liable for the payment of any taxes due on their Plan Benefits.



6.02 Withholding for Taxes Due Before Plan Benefits Begin. An Employee’s (or former Employee’s)
portion of any employment, wage and other taxes imposed under any applicable law or regulation on
any Plan Benefit before that Plan Benefit is distributed will be withheld from the Employee’s (or
former Employee’s) other compensation or, if no other compensation is then payable to him or her,
the Employee (or former Employee) shall remit to the Company an amount sufficient to satisfy such
liability. However, Directors will be solely liable for the payment of any taxes due before Plan
Benefits begin.



7.00 Administration




7.01 Committee. The Board will designate the members of the Committee that administers this Plan.
Any action by the Committee under the Plan may be taken by resolution of the Committee, by an
officer of the Company or by any other person or persons duly authorized by resolution of the
Committee.



7.02 Committee Duties. The Committee will be responsible for the general administration and
management of the Plan and will administer the Plan on a nondiscriminatory basis in accordance with
its terms. The Committee will have all powers and duties necessary to fulfill its
responsibilities, including the following:




[1] To determine all questions relating to the eligibility of an Employee or Director to
become a Participant;




[2] To determine, compute and certify the amount and kind of benefits payable to Members;




[3] To authorize payment of Plan Benefits;



5









 






[4] To maintain all records necessary for the administration of the Plan, other than those
maintained by each Related Entity;




[5] To provide for disclosure of all information and filings or provision of all reports and
statements to Members or governmental bodies that are required by the Code, ERISA or any
other applicable law;




[6] To adopt or modify rules for the regulation or application of the Plan;




[7] To administer the claims procedure set forth in Section 7.03;




[8] To delegate any power or duty to any firm or person in accordance with Section 7.04;




[9] Unless otherwise provided in Section 7.03, to decide all other questions or disputes
arising from the operation of the Plan;




[10] To exercise all other powers or duties granted to the Committee by other Plan
provisions; and




[11] At least annually, apprise the Board and each Employer of the Plan’s operation,
including the value of Plan Benefits.



7.03 Benefit Claims.





[1] Normally, a Member need not present a formal claim in order to receive his or her Plan
Benefit. However, a Member or Beneficiary (“Claimant”), or the Company acting on behalf of
a Claimant, must notify the Committee if the Claimant believes that he or she is entitled to
a larger Plan Benefit than that proposed to be distributed. This request must be in writing
directed to the Committee and must set forth the basis of the claim and authorize the
Committee to conduct any examinations that may be necessary for the Committee, in its
discretion, to assess the validity of the claim and to take steps necessary to facilitate
the payment of Plan Benefits to which the Claimant may be entitled.




[2] A decision by the Committee will be made promptly but not later than 90 days after the
Committee’s receipt of the claim for Plan Benefits (or if the claim is a claim on account of
Disability, within 45 days of the receipt of such claim), unless special circumstances
warrant an extension of the time for processing the claim. Any extension for deciding a
claim will not be for more than an additional 90 day period, or if the claim is on account
of Disability, for not more than two additional 30 day periods.




[3] Whenever the Committee denies a claim for benefits, a written notice prepared in a
manner calculated to be understood by the Claimant must be provided setting forth:




[a] The specific reasons for the denial;




[b] The specific reference to the pertinent Plan provisions, rules, procedures or
protocols upon which the denial is based;




[c] A description of any additional material or information the Claimant may submit
to perfect the claim and an explanation of why that material or information is
necessary;




[d] An explanation of the Plan’s claim review procedure and the time limits
applicable to such procedure and a statement of the Claimant’s right to bring a
civil action under ERISA §502(a) following an adverse determination upon review; and




[e] In the case of an adverse determination of a claim on account of Disability, the
information to the Claimant shall include, to the extent necessary, the information
set forth in Department of Labor Regulation §2560.503-1(g)(1)(v).



6









 






If special circumstances require the extension of the 45 day or 90 day period described
above, the Claimant will be notified before the end of the initial period of the
circumstances requiring the extension and the date by which the Committee expects to reach a
decision. Any extension for deciding a claim will not be for more than an additional 90 day
period, or if the claim is on account of Disability, for not more than two additional 30 day
periods.




[4] Review Procedure. A Claimant whose claim has been wholly or partially denied:




[a] May request that the claim be reviewed by the Board by filing a written appeal
within 60 days after receiving written notice that all or part of the initial claim
was denied (180 days in the case of a denial of a claim on account of Disability);




[b] May review pertinent Plan documents and other material upon which the Committee
relied when denying the initial claim; and




[c] May submit a written description of the reasons for which the Claimant disagrees
with the Committee’s initial adverse decision.




An appeal of an initial denial of benefits and all supporting material must be made in
writing within the time periods described above and directed to the Board. The Board is
solely responsible for reviewing all benefit claims and appeals and taking all appropriate
steps to implement its decision.




The Board’s decision on review will be sent to the Claimant in writing and will include
specific reasons for the decision, written in a manner calculated to be understood by the
Claimant, and specific references to the pertinent Plan provisions, rules, procedures or
protocols upon which the Board relied to deny the appeal. The Board will consider all
information submitted by the Claimant, regardless of whether the information was part of the
original claim. The decision will also include a statement of the Claimant’s right to bring
an action under ERISA §502(a).




The Board’s decision on review will be made not later than 60 days (45 days in the case of a
claim on account of Disability) after its receipt of the request for review, unless special
circumstances require an extension of time for processing, in which case a decision will be
rendered as soon as possible, but not later than 120 days (90 days in the case of a claim on
account of Disability) after receipt of the request for review. This notice to the Claimant
will indicate the special circumstances requiring the extension and the date by which the
Board expects to render a decision and will be provided to the Claimant prior to the
expiration of the initial 45 day or 60 day period.




In the case of a claim on account of Disability: [i] the review of the denied claim shall
be conducted by a review official who is neither the individual who made the benefit
determination nor a subordinate of such person; and [ii] no deference shall be given to the
initial benefit determination. For issues involving medical judgment, the review official
must consult with an independent health care professional who may not be the health care
professional who decided the initial claim.




To the extent permitted by law, the decision of the claims official (if no review is
properly requested) or the decision of the review official on review, as the case may be,
will be final and binding on all parties. No legal action for benefits under the Plan will
be brought unless and until the Claimant has exhausted such Claimant’s remedies under this
Section 7.03.



7.04 Delegation of Administrative Responsibility.





[1] The Committee may delegate all or any portion of its administrative responsibilities
with respect to the Plan, subject to the terms of this section.




[2] A delegation under this section may be made only through a written instrument signed by
the Committee that specifies the responsibilities delegated to that delegate. Any
delegation of responsibilities will be effective upon the date specified in the delegation,
subject to written acceptance by the delegate. At



7









 







least annually, any delegate must report to the Committee any information necessary to fully
inform the Committee of the status and operation of the Plan and of the delegate’s discharge
of the responsibilities delegated.



7.05 Compensation, Expenses and Indemnity.





[1] The Committee and any delegate under Section 7.04 who is an Employee will serve without
compensation for services to the Plan. The Company and the other Employers will furnish the
Committee and any delegate under Section 7.04 with all clerical or other assistance
necessary to perform his or her duties. The Committee is authorized to employ any legal
counsel and advisors as it may deem advisable to assist in the performance of its duties
hereunder.




[2] The Company will pay all expenses of administering the Plan, although these may be
allocated among Employers.




[3] To the extent permitted by applicable law, the Company and each other Employer will
indemnify and save harmless the Board, the Committee and any delegate appointed under
Section 7.04 who is an Employee against any and all expenses and liabilities (including
legal fees incurred to defend against those liabilities) arising out of their discharge in
good faith of the responsibilities under or incident to the Plan. Expenses and liabilities
arising out of willful misconduct will not be covered under this indemnity. This indemnity
does not preclude any further indemnities available under insurance purchased by the Company
or any Related Entity or provided by the Company or a Related Entity under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, as are permitted
under applicable law.



7.06 Effect of Committee Action.





[1] All actions taken and all determinations made by the Committee in good faith will be
final and binding upon all Members, the Company, each other Employer, each Related Entity
and any other person interested in the Plan. To the extent the Committee has been granted
discretionary authority under the Plan, its prior exercise of this authority will not
subsequently obligate the Committee to exercise its authority in a like fashion.




[2] The Plan will be interpreted by the Committee in accordance with its terms and their
intended meaning. The construction and interpretation of Plan provisions are vested with
the Committee, in its absolute discretion, including the determination of Plan Benefits,
eligibility and interpretation of Plan provisions. All decisions, determinations and
interpretations will be final, conclusive and binding upon all parties having an interest in
the Plan.



8.00 Amendments




8.01 Company’s Right to Amend Plan. The Company reserves the right to make, from time to time, any
amendment or amendments to the Plan. By adopting this Plan, each Employer delegates to the Company
the authority described in this section. Without the affected Member’s written consent, no
amendment to the Plan will be effective to the extent that it retroactively decreases a Member’s
Plan Benefit.



8.02 Action by Company. Any action by the Company under this Section 8.00 may be taken by
resolution of the Board, by an officer of the Company or by any other person or persons duly
authorized by resolution of the Board.



9.00 Termination/Withdrawal




9.01 Right to Terminate. The Company may terminate the Plan at any time with respect to some or
all Members and no further Plan Benefits will accrue after the effective date of that termination.
By adopting this Plan, each Related Entity delegates to the Company the authority described in this
section.



8









 





9.02 Distribution of Plan Benefits After Plan Termination. A termination of the Plan will not
accelerate the distribution of any Plan Benefits, unless such distribution is permitted under and
in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix). Instead,
Plan Benefits will be distributed on the date the Plan Benefits would have been distributed had the
Plan not been terminated.



9.03 Withdrawal. By action of its board of directors or other governing entity, any Employer may
withdraw from the Plan. However, this withdrawal [1] will not be effective until the first day of
the Plan Year beginning after the date of that action and [2] will not result in the accelerated
liquidation or payment of Plan Benefits earned by the withdrawing Employer’s Employees or
Directors. Instead, these amounts will be distributed according to the terms of this Plan without
regard to the Employer’s withdrawal.



10.00 Funding




The Plan is an unfunded, unsecured promise, within the meaning of Title I of ERISA, by each
Employer to pay only those Plan Benefits that are accrued by Members while Employees or Directors
of each Employer under the terms of the Plan. Neither the Company nor any Related Entity is
required to segregate any assets into a fund established exclusively to pay Plan Benefits unless
the Company, in its sole discretion, establishes a trust for this purpose. Neither the Company nor
the other Employers will be liable for the payment of Plan Benefits that are actually distributed
from a trust established for that purpose. Also, Members have only the rights of a general
unsecured creditor and do not have any interest in or right to any specific asset of the Company,
any other Employer or any Related Entity. Nothing in this Plan constitutes a guarantee by the
Company, any other Employer or any Related Entity or any other entity or person that its assets
will be sufficient to pay Plan Benefits.



11.00 Miscellaneous




11.01 Mistakes and Misstatements. In the event of a mistake or a misstatement by a Member as to
any item of information that is furnished pursuant to the terms of the Plan that has an effect on
the amount distributed or to be distributed to that Member, or a mistake by the Plan as to the
amount distributed or to be distributed to a Member, the Committee will take any action which in
its judgment will result in the payment to which the Member is properly entitled under the Plan.



11.02 No Contract. The adoption and maintenance of this Plan [1] is not a contract of employment
between an Employer and any Employee or Member or other person and is not to be interpreted as
consideration for, or an inducement or condition of, any employment and [2] is no guarantee that
any Director will be nominated for or elected to the Board or the board of directors of any Related
Entity. Nothing in this Plan gives to any person the right to be retained in the Company’s or any
Employer’s service or to interfere with the Company’s or any Related Entity’s right (which right is
expressly reserved) to discharge, with or without cause, any Employee or Member or other person at
any time without any liability for any claim either against the Plan (except to the extent
otherwise described in the Plan) or against the Company, any other Employer, any Related Entity or
the Committee (or any member of the Committee).



11.03 Service of Process. The Company’s Secretary is designated as agent for the service of legal
process on the Plan.



11.04 Merger or Consolidation. Subject to other terms of the Plan, in the case of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan, each Member will be
entitled to receive immediately after the merger, consolidation or transfer a Plan Benefit that is
equal to, or greater than, the Plan Benefit he or she would have been entitled to receive
immediately before the merger, consolidation or transfer.



11.05 No Alienation. The right of a Member or any other person to receive Plan Benefits may not be
assigned, transferred, pledged or encumbered except as provided in the Member’s designation of a
Beneficiary, by will or by applicable laws of descent and distribution. Any attempt to assign,
transfer, pledge or encumber a Plan Benefit will be null and void and of no legal effect. Any
attempted action contrary to this section, will be null and void and of no effect whatsoever; the
Company, each other Employer, each Related Entity and the Committee (and each member of the
Committee) may disregard that action and will not be in any manner bound by it; and they, and each
of them,



9









 







will suffer no liability by reason of it. If any Member or other person attempts to take any
action contrary to this section, the Company, each other Employer, each Related Entity and the
Committee (and each member of the Committee) will be reimbursed and indemnified on demand by the
Member for any loss, cost or expense incurred as a result of disregarding or of acting in disregard
of that action.



11.06 Beneficiary Designation. Each Member may name a Beneficiary or Beneficiaries (who may be
named contingently or successively) to receive any vested Plan Benefit that is undistributed at the
Member’s death. Unless otherwise provided in the Beneficiary designation, each designation made
will revoke all earlier designations made by the same Member, must be made on a form prescribed by
the Committee and will be effective only when filed in writing with the Committee. If a Member has
not made an effective Beneficiary designation, the deceased Member’s Beneficiary will be his or her
surviving spouse or, if none, the deceased Member’s estate. The identity of a Member’s designated
Beneficiary will be based only on the information included in the latest Beneficiary designation
form completed by the Member and will not be inferred from any other evidence.



11.07 Applicable Law. The Plan will be governed by and construed in accordance with the laws
(other than laws governing conflicts of laws) of the United States and, to the extent applicable,
the laws of Ohio.



11.08 Headings. Headings and subheadings in this document are inserted for convenience of
reference only. They constitute no part of the Plan.



11.09 Invalid Provision. If any provision of this Plan is held to be illegal or invalid for any
reason, the Plan will be construed and enforced as if the offending provision had not been included
in the Plan. However, that determination will not affect the legality or validity of the remaining
parts of this Plan.



11.10 One Plan. This Plan may be executed in any number of counterparts, each of which will be
deemed to be an original.



11.11 Coordination with Other Plans. Members’ rights to any Plan Benefits will be determined
solely by reference to the terms of this Plan document and will be unaffected by any other document
or agreement between Members, the Company or any other Employer.



11.12 Offset. Regardless of any other Plan provision, an Employer may offset any payment due to
any Member under the Plan against any other amounts the Member may owe to that Employer or the
Company, whether or not that obligation originated under the terms of the Plan or elsewise;
provided that such offset does not result in the acceleration of the time or schedule of a payment
under the Plan.



11.13 Extension of Plan to Related Entities. By action of its Board, the Company may extend this
Plan to a Related Entity, but only if the board of directors or governing body of the Related
Entity accepts participation in the Plan, agrees to the terms of the Plan and delegates to the
Company and the Committee the authority to amend, terminate and administer the Plan according to
its terms.



11.14 Code §409A Compliance. It is intended that this Plan comply with Code §409A and the Treasury
Regulations promulgated thereunder, and this Plan will be interpreted, administered and operated
accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular
tax treatment to a Member, and none of the Company, any Related Entities, the Board or the
Committee shall have any liability with respect to any failure to comply with the requirements of
Code §409A.



11.15 Payments Upon Income Inclusion Under Code §409A. The Company may accelerate the time or
schedule of a payment to a Member to pay an amount the Member includes in income as a result of the
Plan failing to meet the requirements of Code §409A and the Treasury Regulations promulgated
thereunder. Such distribution may not exceed the amount required to be included in income as a
result of the failure to comply with the requirements of Code §409A and the Treasury Regulations
promulgated thereunder.



10









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer as of this 31 day of December, 2008.



	 	 	 	 	 	 	 
	 	 	R. G. BARRY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ José G. Ibarra
 

	 	 
	 

	 	Title:
	 	Senior Vice President — Treasurer	 	 
	 

	 	 	 	 	 	 






11