exv10w3






EXHIBIT 10.3

AMENDMENT NO. 8 TO THE

TANDY BRANDS ACCESSORIES, INC.

EMPLOYEES INVESTMENT PLAN




     Pursuant to the authority of the undersigned, and the provisions of Section 15.1 thereof, the
Tandy Brands Accessories, Inc. Employees Investment Plan, as amended and restated July 1, 2000 (the
“Plan”) is hereby amended in the following respects only, effective as of January 1, 2009.



     (1) Article II, Section 2.1 (s) is hereby amended to read as follows:




     (s) Entry Date. The first day of the first payroll period of each
calendar month.



     (2) Article II, Section 2.1, subsection (oo) is hereby amended to read as follows:




     (oo) Salary Reduction Contributions. Contributions made to the Plan by
the Company, at the election or deemed election of a Participant, in lieu of cash
compensation, pursuant to a payroll withholding agreement, as provided in Section 4.1
hereof.



     (3) Article II, Section 2.1, subsection (pp) is hereby amended to read as follows:




     (pp) Salary Reduction Contribution Account. A separate subaccount to
which is credited a Participant’s Salary Reduction Contributions, if any, Catch-Up
Contributions, if any, and any earnings attributable thereto, adjusted to reflect
any withdrawals, distributions or investment losses attributable thereto.



     (4) Article II, Section 2.1, subsection (vv) is hereby added to read as follows:




     (vv) Catch-Up Contributions. Contributions made to the Plan by an
Employer, at the election of an eligible Participant, in lieu of cash compensation,
pursuant to a salary reduction agreement, as provided in Section 4.10, or as
otherwise permitted in accordance with Section 5.3 hereof.



     (5) Article II, Section 2.1, subsection (ww) is hereby added to read as follows:




     (ww) Deemed Election Date. Except as otherwise provided herein, the
Entry Date immediately following the thirty (30)-day period beginning on the later
of: (a) the Employee’s employment commencement date or, (b) the applicable
Notification Date. Notwithstanding the foregoing, in the event that a Participant
is on a Leave of Absence on such Entry Date, such Participant’s Deemed Election
Date shall be delayed to the Entry Date immediately following



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the thirty (30)-day period beginning on the later of: (a) the date on which
such Participant is again actively at work or (b) the applicable Notification Date
following such return to active work. Furthermore, in the event that a
Participant’s employment with the Employer and all Affiliates terminates, any prior
deemed election shall automatically terminate (or, in the event such termination
occurs prior to the Deemed Election Date, whether or not such employment is later
reinstated), such Participant shall have a new Deemed Election Date, which shall be
the Entry Date immediately following the thirty (30)-day period beginning on the
later of: (a) the date on which such Participant is eligible for re-entry into the
Plan, as provided in Section 3.2 hereof or, if employment shall be reinstated, the
date of such reinstatement; or (b) the applicable Notification Date thereafter.



     (6) Article II, Section 2.1, subsection (xx) is hereby added to read as follows:




     (xx) Notification Date. The date on which the Plan
Administrator or, if later, its authorized delegate, notifies the
Participant that, absent a salary reduction election (including an election
to contribute 0% of his Annual Compensation) filed with the Plan
Administrator, he will be deemed to have made an election under Section 4.1
hereof to have one percent (1%) of his Annual Compensation contributed to
the Trust Fund on his behalf. In the event that a Participant shall be
entitled to an additional notification following a termination of
employment, or return from a Leave of Absence, the date of the notification
by the Plan Administrator or its authorized delegate, following such return
to employment or return to active work shall apply.



     (7) Article III, Section 3.1 is hereby amended to read as follows:




     3.1 Eligibility Requirements. Every Employee on the Effective Date, who was a
Participant in the Prior Plan on the day before the Effective Date, shall continue to be a
Participant in the Plan. Every other Employee shall become a Participant in the Plan as of
the first Entry Date concurrent with or next following his completion of thirty (30) days of
service. Notwithstanding the foregoing, (a) Employees included in a unit of Employees
covered by a collective bargaining agreement between employee representatives and an
Employer, if retirement benefits were the subject of good faith bargaining between such
employee representatives and the Employer, shall not be eligible to participate in the Plan
unless such collective bargaining agreement expressly provides for the inclusion of such
Employees under the Plan; (b) Non-resident aliens who receive no earned income from an
Employer which constitutes income from sources within the United States shall not be
eligible to participate in the Plan; (c) Individuals classified as independent contractors
or Leased Employees under the Employer’s customary worker classification procedures shall
not be eligible to participate in the Plan, regardless of whether or not such individual is
actually an employee. An Employee’s allocation of contributions under the Plan shall take
into account his Annual Compensation for only that portion of the Plan Year during which he
is eligible to participate in the Plan.



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     (8) Article IV, Section 4.1 is hereby amended to read as follows:




     4.1 Salary Reduction Contributions. Each Participant may elect to have
contributed on his behalf to the Trust Fund, on a pre-tax basis, any whole percentage of his
Annual Compensation which is not less than one percent (1%) and which does not exceed
twenty-five percent (25%); provided, however, that such amount may not exceed the dollar
limitation contained in Section 402(g) of the Code in effect for such taxable year of the
Participant, except to the extent permitted under Section 414(v) of the Code, if applicable.
Salary Reduction Contributions shall be elected pursuant to a payroll withholding agreement,
in accordance with Section 5.3 hereof. In the event that a payroll withholding agreement is
not received for a Participant, a payroll withholding agreement is deemed to have been made
and such Participant will be treated as if he elected one percent (1%) of his Annual
Compensation to be contributed on his behalf to the Trust Fund as of the Deemed Election
Date. Salary Reduction Contributions are at all times one hundred percent (100%) vested and
nonforfeitable. Salary Reduction Contributions made on behalf of a Participant shall be
added to the Trust Fund as soon as practicable after deduction from a Participant’s
paycheck, and shall be credited to the Salary Reduction Contribution Account of the
Participant in accordance with Section 6.1.



     (9) Article IV, Section 4.4 is hereby amended to read as follows:




     4.4 Dollar Limitation of Section 402(g) of the Code. If a Participant’s Salary
Reduction Contributions hereunder should exceed the applicable dollar amount as set forth in
Section 402(g) of the Code ($16,500 for the Participant’s taxable year beginning 2009),
adjusted for increases in the cost of living, as set forth in Section 402(g)(4) of the Code,
the excess (with earnings thereon) shall be reduced as follows:




     (a) To the extent that such excess Salary Reduction Contributions do not exceed
the applicable dollar amount under Section 414(v) of the Code, reduced by elective
deferrals previously treated as Catch-Up Contributions, for the taxable year in
which the Plan Year ends, whether under this Plan or another applicable employer
plan (as defined in Section 414(v)(6)(A) of the Code), the amount of such excess
Salary Reduction Contributions shall be recharacterized as Catch-Up Contributions,
if such Participant is otherwise eligible to make Catch-Up Contributions pursuant to
Section 4.10 during the taxable year in which the excess deferral arises;




     (b) If the Participant is not eligible to make Catch-Up Contributions, as
provided in Section 4.10, or to the extent that recharacterization of such excess
Salary Reduction Contributions, together with elective deferrals previously treated
as Catch-Up Contributions, whether under this Plan or another applicable employer
plan (as defined in Section 414(v)(6)(A) of the Code), exceeds the applicable dollar
amount under Section 414(v) of the Code, the amount of such excess Salary Reduction
Contributions shall be distributed to the Participant. Any distribution under this
paragraph (b) shall be made to the Participant no later than the April 15th
immediately following the close of the Participant’s taxable year with respect to
which such excess deferrals were made.



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     If the Participant also participates in another elective deferral program (within the
meaning of Section 402(g)(3) of the Code) and if, when aggregating his elective deferrals
under all such programs, an excess deferral arises under the applicable dollar amount set
forth in Section 402(g) of the Code with respect to such Participant, the Participant shall,
no later than March 1st following the close of the Participant’s taxable year, notify the
Plan Administrator as to the portion of such excess deferrals to be allocated to this Plan
and such excess so allocated to this Plan (with earnings thereon) shall be deemed a Catch-Up
Contribution in accordance with paragraph (a) herein, as the case may be, or distributed to
the Participant in accordance with paragraph (b) herein. In the event there is a loss
allocable to an excess deferral, any distribution to a Participant as required by paragraph
(b) of this Section shall be no greater than the lesser of: (i) the value of the
Participant’s Salary Reduction Contribution Account (without regard to Catch-Up
Contributions) or (ii) the Participant’s excess deferrals for the taxable year.




     In determining the amount of income allocable to excess deferrals, any reasonable
alternative method of calculating income allocable to excess deferrals may be utilized,
including the safe harbor method. Income from the end of the Plan Year through a date that
is no more than seven (7) days before the actual date of distribution (“gap period” income)
will also be calculated and distributed with such excess deferrals.



     (10) Article IV, Section 4.10 is hereby added to read as follows:




     4.10 Catch-Up Contributions. Each Participant who has or would have attained
age fifty (50) prior to the close of the Participant’s taxable year, may, as of January 1 of
such year, elect to have Catch-Up Contributions contributed on his behalf to the Trust Fund
on a pre-tax basis, in accordance with, and subject to the limitations of, Section 414(v) of
the Code. Except as otherwise provided under Section 5.3 hereof, Catch-Up Contributions
shall be made pursuant to a salary reduction election. Catch-Up Contributions are at all
times one hundred percent (100%) vested and nonforfeitable. Catch-Up Contributions made on
behalf of a Participant shall be added to the Trust Fund as soon as practicable after
deduction from a Participant’s paycheck and shall be credited to the Salary Reduction
Contribution Account of the Participant.



     (11) Article V, Section 5.1 is hereby amended to read as follows:




     5.1 Individual Accounts. The Committee shall establish an Individual Account
for each Participant showing the monetary value of the individual interest in the Trust Fund
of each Employee, former Employee and Beneficiary. The Individual Account of each
Participant shall be composed of a Company Matching Contribution Account, to which Company
Matching Contributions, if any, and Catch-Up Contributions, if any, shall be credited and a
Salary Reduction Contribution Account, to which Salary Reduction Contributions, if any,
shall be credited, together with Company Matching Contributions, if any, utilized to satisfy
the deferral percentage test or the contribution percentage test, as set forth in Sections
4.5 and 4.6 hereof. Qualified Nonelective Contributions, if any, contributed to satisfy the
deferral percentage test or the contribution percentage test as set forth in Section 4.5 and
4.6 hereof, shall be credited to a Participant’s Qualified Nonelective Contribution Account.
If an individual has made



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either Prior Plan Employee Contributions or Rollover Contributions, or received Prior
Plan Employer Contributions, then his Individual Account shall include a Prior Plan Employee
Contribution Account, a Rollover Contribution Account and a Prior Plan Employer Contribution
Account, as applicable.



     (12) Article V, Section 5.3 is hereby amended to read as follows:




     5.3 Salary Reduction Elections. Each Participant who desires to make Salary
Reduction Contributions (including an election to contribute 0% of his Annual Compensation)
shall indicate such intent by making a salary reduction election to be effective as of the
first day of the first payroll period for which he elects Salary Reduction Contributions;
provided, that each Participant with respect to whom a deemed election has been made
pursuant to Section 4.1 hereof shall be deemed to have filed a salary reduction election to
be effective as of the Deemed Election Date. Each Participant who is eligible to make
Catch-Up Contributions under Section 4.10 hereof and who desires to make such contributions
for the taxable year shall indicate such intent by making a salary reduction election to be
effective as of the first day of the first payroll period for which he elects Catch-Up
Contributions. Such elections must be made prior to the first day of the applicable payroll
period and shall be effective for each payroll period thereafter until modified or amended,
as provided below.




     Salary reduction elections (including deemed elections) shall constitute a payroll
withholding agreement between the Participant and the Employer, and shall constitute
authorization for the reduction in Annual Compensation described above. The terms of such
elections shall evidence the Participant’s intent to have his Employer withhold from his
compensation each payroll period any whole percentage of his Annual Compensation, subject to
the applicable limitations of Article IV. The Employer will make a contribution to the
Trust Fund on behalf of the Participant for each payroll period in an amount equal to the
total amount by which the Participant’s Annual Compensation from the Employer was reduced
during such payroll period pursuant to the salary reduction election




     Notwithstanding any provision of this Section 5.3 to the contrary, salary reduction
elections shall be governed by the following general guidelines:




     (a) A salary reduction election shall be made in the manner determined by the
Plan Administrator. All salary reduction elections (including deemed elections)
shall apply to each payroll period during which such election is in effect. Upon
termination of employment, such election will become void.




     (b) A Participant may revoke his salary reduction election (or a deemed
election) at any time upon advance notice to the Plan Administrator, within the time
period established by the Plan Administrator, and thus discontinue all future
withholding thereafter. Following such a revocation, a Participant may elect to
resume withholding effective as of the first day of the first full payroll period
next following the payroll period in which the revocation occurs, or as of the first
day of any payroll period thereafter next following timely receipt by the



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Plan Administrator of such notice. A resumption of withholding following the
revocation of a salary reduction election may be made only upon advance notice to
the Plan Administrator, within the time period established by the Plan
Administrator, and in the manner prescribed by the Plan Administrator. A
Participant may increase the percentage to be withheld from his Annual Compensation
or decrease the percentage to be withheld from his Annual Compensation upon advance
notice to the Plan Administrator, within the time period established by the Plan
Administrator, and in the manner prescribed by the Plan Administrator, such increase
or decrease to be effective as of the first day of the first full payroll period
next following timely receipt by the Plan Administrator of such notice. Any
revocation of or change in the terms of a salary reduction election shall be made in
the manner prescribed by the Plan Administrator.




     (c) An Employer may unilaterally amend or revoke a salary reduction election
(including a deemed election) at any time, including an amendment to recharacterize
an election of Salary Reduction Contributions as an election of Catch-Up
Contributions, if the Employer determines that such revocation or amendment is
necessary to insure that a Participant’s Annual Additions, as defined in subsection
6.6(b) hereof, for any Plan Year will not exceed the limitations of Article VI or to
ensure that the requirements of Section 401(k) of the Code and Sections 4.1 and 4.10
hereof have been satisfied with respect to the amount that may be withheld and
contributed on behalf of a Participant.



     (13) Article VI, Section 6.1 is hereby amended to read as follows:




     6.1 Salary Reduction, Catch-Up Contributions and Rollover Contributions. Salary
Reduction Contributions shall be credited to the Salary Reduction Contribution Accounts of
Participants and former Participants, as of the Valuation Date coinciding with the date on
which Salary Reduction Contributions and Catch-Up Contributions are received by the Trust
Fund, or as soon thereafter as administratively feasible, in accordance with each
Participant’s or former Participant’s payroll withholding agreement. Rollover Contributions
shall be credited to the Individual Accounts of Participants and Employees as provided in
Section 4.7 hereof.



     (14) Article VII, Section 7.2 is hereby amended to read as follows:




     7.2 Benefit Upon Retirement. Upon Retirement (whether normal or late Retirement
in accordance with Section 7.1), a Participant shall be entitled to the entire amount to the
credit of his Individual Account as of the Valuation Date concurrent with or next preceding
his date of Retirement, together with his portion, if any, of Salary Reduction
Contributions, Catch-Up Contributions and Company Matching Contributions allocated after his
date of Retirement, adjusted for earnings and losses, if any, which accrue to the Valuation
Date immediately preceding the date of distribution, if later. Upon his Retirement under
this Article VII, a Participant shall receive the benefits to which he is entitled at the
time and in the manner provided in Article XIII hereof.



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     (15) Article VIII, Section 8.2 is hereby amended to read as follows:




     8.2 Benefit. Upon the death of a Participant or former Participant, his
designated Beneficiary or Beneficiaries shall be entitled to the entire vested amount to the
credit of his Individual Account as of the Valuation Date concurrent with or next preceding
his date of death, together with his portion, if any, of Salary Reduction Contributions,
Catch-Up Contributions and Company Matching Contributions allocated after his date of death,
adjusted for earnings and losses, if any, which accrue to the Valuation Date immediately
preceding the date of distribution, if later. Payment shall be made at the time and in the
manner provided in Article XIII hereof.



     (16) Article IX, Section 9.1 is hereby amended to read as follows:




     9.1 Benefit. In the event of the Disability of a Participant, he shall be
entitled to the entire vested amount to the credit of his Individual Account as of the
Valuation Date concurrent with or next preceding the date on which his employment terminates
as a result of his Disability, together with his portion, if any, of Salary Reduction
Contributions, Catch-Up Contributions and Company Matching Contributions allocated after the
date of his termination of employment, adjusted for earnings and losses, if any, which
accrue to the Valuation Date immediately preceding the date of distribution, if later.
Payments shall be made at the time and in the manner provided in Article XIII hereof. A
Participant who suffers a Disability who has not terminated employment may request an
in-service withdrawal in accordance with Section 13.10 hereof.



     (17) Article XIII, Section 13.7 is hereby amended to read as follows:




     13.7 Financial Hardship Withdrawals. A Participant may, upon the approval of
the Committee, withdraw any portion of his Individual Account, other than amounts
attributable to income on such Participant’s Salary Reduction Contributions, on account of
financial hardship. A Participant who wishes to request a hardship withdrawal shall file
with the Committee a written request for withdrawal, on a form provided by the Committee.
The Committee shall adopt uniform and nondiscriminatory rules regarding the granting of such
requests and shall evaluate hardship requests made under this Section 13.7. Financial
hardship means an immediate and heavy financial need of the Participant for which funds are
not reasonably available from other resources of the Participant. If approved by the
Committee, any withdrawal for financial hardship may not exceed the amount required to meet
the immediate financial need created by the hardship. Furthermore, the Committee shall not
approve the request of any Participant for a hardship withdrawal, unless the Participant has
theretofore made all withdrawals, other than hardship withdrawals, and has theretofore
obtained all loans permitted under all plans maintained by the Employer. The determination
of whether a Participant suffers sufficient hardship to justify the granting of his written
request and of the amount permitted to be withdrawn under this Section 13.7 shall be made in
the sole and absolute discretion of the Committee after a full review of the Participant’s
written request and evidence presented by the Participant showing financial hardship.



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     A distribution will be treated as necessary to satisfy a financial hardship if the
Committee relies upon the Participant’s written representation, unless the Committee has
actual knowledge to the contrary, that the hardship cannot reasonably be relieved:




     (a) through reimbursement or compensation by insurance or otherwise:




     (b) by liquidation of the Participant’s assets;




     (c) by cessation of Salary Reduction Contributions and Catch-Up Contributions
under the Plan; or




     (d) by other distributions or nontaxable (determined at the time of the loan)
loans from plans maintained by the Employer, or any other employer of such
Participant, or by borrowing from commercial sources on reasonable commercial terms
in an amount sufficient to satisfy the financial hardship.




     Upon a Participant’s receipt of a withdrawal for financial hardship, such
Participant shall be prohibited from making Salary Reduction Contributions and
Catch-Up Contributions for a period of six (6) months, beginning on the date on
which the hardship withdrawal is made. A Participant may elect to resume Salary
Reduction Contributions and Catch-Up Contributions as of the first payroll period
commencing on or after the Entry Date next following the last day of such six (6)
month period by executing a new payroll withholding agreement within the time period
prior to such date established by the Committee.




     Expenses which may warrant approval of a Participant’s request for a hardship
withdrawal include:




     (i) Expenses for (or necessary to obtain) medical care that would be
deductible under Code Section 213(a) (determined without regard to whether
the expenses exceed 7.5% of adjusted gross income) for the Participant, the
Participant’s spouse or dependents (as defined in Code Section 152);




     (ii) Costs directly related to the purchase of a principal residence
for the Participant (excluding mortgage payments);




     (iii) Payment of tuition, related educational fees, and room and board
expenses, for up to the next twelve (12) months of post secondary education
for the Participant or the Participant’s spouse, children or dependents (as
defined in Code Section 152 without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B));




     (iv) Payments necessary to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage of that residence;



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     (v) Payments for burial or funeral expenses for the Participant’s
deceased parent, spouse, children or dependents (as defined in Code Section
152 without regard to Section 152(d)(1)(B));




     (vi) Expenses for the repair of damage to the Participant’s principal
residence that would qualify for the casualty deduction Code Section 165
(determined without regard to whether the loss exceeds 10% of adjusted gross
income); or




     (vii) Such other purposes as permitted by the Commissioner of Internal
Revenue.



     (18) Article XIV, Section 14.5, subsection (a) is hereby amended to read as follows:




     (a) Investment of Contributions: Any Participant, on or before entry
into the Plan, within the time period established by the Plan Administrator, may
designate the manner and the applicable percentage in which the Participant desires
the Trustee to invest his current contributions, pursuant to the provisions set
forth above, which designation shall continue in effect until revoked or modified
by the Participant. If such Participant fails to designate the investment of his
current contributions on or before his entry into the Plan, or if the Participant
wishes to change such designation, the Participant may make such designation,
within the time period established by the Plan Administrator, to become effective
as soon as practicable following such time period as is established by the Plan
Administrator, and such designation shall continue in effect until revoked by the
Participant.




     In the event the nature of any investment shall, in the opinion of the
Company, or its authorized delegate, change, then the Plan Administrator shall
notify those Participants who the Plan Administrator, in its sole and absolute
discretion, determines are affected by the change, who shall then have a reasonable
period of time, as determined by the Plan Administrator, to designate the manner
and the applicable percentages in which amounts so invested and affected by the
change shall be invested.




     Any amounts with respect to which the Trustee fails to receive a proper
investment direction from any Participant shall be invested, as directed by the
Plan Administrator to the Trustee in writing, in a qualified default investment
alternative, as defined in Department of Labor Proposed Regulations §2550.404c-5
and such other guidance as may be promulgated by the Department of Labor, and with
respect to which the other conditions set forth in Department of Labor Proposed
Regulations §2550.404c-5 are met, including, but not limited to, the delivery to
the Participant of any material provided to the Plan that relates to the
Participant’s investment therein. All investment designations under this
subparagraph (a) shall be made in the manner prescribed by the Plan Administrator.



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     The Plan Administrator shall maintain separate subaccounts in the name of each
Participant within his Individual Account to reflect such Participant’s accrued
benefit attributable to his directed investment in each investment fund.



     IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing instrument
comprising Amendment No. 8 to the Tandy Brands Accessories, Inc. Employees Investment Plan, Tandy
Brands Accessories, Inc. has caused these presents to be duly executed in its name and behalf by a
proper officer thereunto duly authorized this 31st day of December, 2008.



	 	 	 	 	 	 	 
	 	 	TANDY BRANDS ACCESSORIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Craig Mackey
 

Craig Mackey
 

CFO
 

	 	   







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