EX-10.2





Exhibit 10.2


R. G. BARRY CORPORATION
2008 RESTORATION PLAN


Article I.
Establishment and Purpose


1.1 Establishment and Amendment of the Plan


R. G. Barry Corporation (the “Sponsor”) maintains an unfunded restoration plan known as the “R. G.
Barry Corporation Restoration Plan” (“the Prior Plan”), which was previously established effective
January 1, 1994, and was amended and restated, effective as of January 1, 1997. Effective March
31, 2004 (the “Freeze Date”), the Prior Plan was frozen. Effective as of December 31, 2008 (the
“Effective Plan”), a new plan, the R.G. Barry Corporation 2008 Restoration Plan (the “Plan”), was
created for the benefit of certain participants in the Prior Plan in lieu of any benefits under the
Prior Plan.


1.2 Purpose


The Plan is maintained for the purpose of providing Participants who are eligible to receive
benefit payments under the “R. G. Barry Corporation Associates’ Retirement Plan”, as amended and
restated effective as of January 1, 1996 and as may be amended thereafter (“Retirement Plan”), such
portion of such benefit payments as would have been payable to such Participants under the
Retirement Plan if (a) they had not reduced their Compensation by participating under the R. G.
Barry Corporation Deferred Compensation Plan, effective as of September 1, 1995, and as may be
amended thereafter (“Deferred Compensation Plan”), and/or (b) the maximum annual compensation
limitation under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”)
had not been applied in calculating such benefit payments. Additionally, the Plan is established
and is intended as an unfunded plan to be maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees within the
meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and as such it is intended that the Plan be exempt from the relevant requirements of
Title I of ERISA. The Plan is not intended to satisfy the qualification requirements of Code
Section 401.


Article II.
Definitions and Construction


2.1 Definitions


All terms used in this Plan shall have the same meanings assigned to them under the provisions of
the Retirement Plan (as defined below), unless otherwise qualified by the context hereof.
Notwithstanding the prior sentence, the following terms shall have the meanings set forth below,
unless their context clearly indicates to the contrary:





	(a)	 	“Deferred Compensation Plan” means the “R. G. Barry Corporation Deferred Compensation Plan”,
as established effective as of September 1, 1995, and as the same may be amended from time to
time.





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	(b)	 	“Participant” means an individual who is eligible to participate in the Plan pursuant to
Section 3.1.
	 
	(c)	 	“Plan” means the “R. G. Barry Corporation 2008 Restoration Plan” as set forth in this
document and as the same may be amended from time to time.
	 
	(d)	 	“Retirement Plan” means the “R. G. Barry Corporation Associates’ Retirement Plan”, as amended
and restated effective as of January 1, 1996, and as the same is amended from time to time.
	 
	(e)	 	“Termination” or any form thereof shall mean a “separation from service” within the meaning
of Treasury Regulation §1.409A-1(h) by the Participant with the Sponsor and all persons with
whom the Sponsor would be considered a single employer under Code Sections 414(b) and (c).





2.2 Gender and Number; Headings



Except when otherwise indicated by the context, any masculine terminology when used in this Plan
shall also include the feminine gender, and the definition of any term in the singular shall also
include the plural. Headings of Articles and Sections herein are included solely for convenience,
and if there is any conflict between such headings and the text of the Plan, the text shall
control.


2.3 Incorporation of the Retirement Plan and Deferred Compensation Plan


The Retirement Plan and the Deferred Compensation Plan are hereby incorporated by reference into
and shall form a part of this Plan as fully as if set forth herein verbatim; provided, however, in
the event that the terms and provisions of this Plan conflict with those of the incorporated plans,
the terms and provisions of this Plan shall control and govern the rights of Participants. Any
amendment made to the Retirement Plan and/or the Deferred Compensation Plan shall also be
incorporated by reference into and form a part of this Plan, effective as of the effective date of
such amendment, to the extent not inconsistent herewith or with respect to Code Section 409A. The
Retirement Plan or Deferred Compensation Plan, whenever referred to in this Plan, shall mean the
Retirement Plan or Deferred Compensation Plan as amended, as such plan exists as of the date any
determination is made of benefits payable under this Plan.


Article III.
Eligibility and Participation


3.1 Eligibility


An individual who (a) was a participant in the Prior Plan prior to the Freeze Date and (b) is an
officer or other management or highly compensated employee of the Sponsor who is designated by the
Board of Directors of the Sponsor as being a Participant in the Plan on Exhibit A, attached
hereto and made a part hereof, shall be eligible to participate in the Plan. The selection of
individuals eligible to participate in the Plan shall be within the sole and absolute discretion of
the Board of Directors of the Sponsor.


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As a condition to participation in this Plan, each Participant has relinquished any right to
payment under the Prior Plan.


Article IV.
Benefits


4.1 Amount of Benefits.


If the benefit payable under the Retirement Plan to any Participant (or, if applicable, to his or
her beneficiary designated under the terms of the Retirement Plan):



	(a)	 	is limited by application of Code Section 401(a)(17); and/or
	 
	(b)	 	has been reduced because the Participant deferred compensation into the Deferred Compensation
Plan that otherwise would have been included in calculating the Participant’s Retirement Plan
benefit,





this Plan will pay a benefit to the Participant (or beneficiary) equal to:



	(c)	 	the benefit that would have been paid from the Retirement Plan to the Participant (or
beneficiary) but for (i) the application of Code Section 401(a)(17) and (ii) the fact that the
Participant deferred compensation to the Deferred Compensation Plan that otherwise would have
been included in calculating the Participant’s Retirement Plan benefit;





minus



	(d)	 	the benefit that is actually payable to the Participant (or beneficiary) from the Retirement
Plan.





The calculation made under Sections 4.1(c) and (d):



	(e)	 	will be calculated as if benefits under the Retirement Plan and this Plan are to be paid in
the normal form of benefit provided under the Retirement Plan and that benefits from both this
Plan and the Retirement Plan will begin at the same time; and
	 
	(f)	 	are intended to ensure that the total benefit the Participant (or beneficiary) receives from
the Retirement Plan and this Plan will not be less than the amount he or she would have
received if (i) Code Section 401(a)(17) had not applied to Retirement Plan benefits and
(ii) the Participant had not deferred any
compensation into the Deferred Compensation Plan that otherwise would have been included in
calculating the Participant’s Retirement Plan benefit.





Also, if benefits payable under the Retirement Plan are deferred because the Participant elected to
defer retirement beyond the normal retirement date specified in the Retirement Plan, the amount
calculated under Section 4.1(c) will be actuarially increased to reflect the Participant’s age when
benefits are paid. This actuarial adjustment will:




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	(g)	 	be based on the actuarial equivalent factors described in Section 2.1(a) of the Retirement
Plan;
	 
	(h)	 	be paid solely from this Plan (and not the Retirement Plan); and
	 
	(i)	 	not be applied to any deferral of benefits after the Participant has terminated employment.




Notwithstanding the foregoing, benefits will only accrue based on the Participant’s service prior
to the Freeze Date. Any Compensation earned on or after the Freeze Date shall not be considered
for purposes of determining the benefit payable under this Plan.




4.2 Forfeiture for Misconduct



Notwithstanding any Plan provisions to the contrary, a Participant (or his beneficiary) shall have
no right to a benefit under this Plan if the Committee or the Sponsor determines that the
Participant engaged in a willful, deliberate, or gross act of commission or omission which is
injurious to the finances or reputation of the Sponsor or any of its Affiliates.




4.3 Form of Payment and Commencement Date



(a) Time and Form of Payment. Each Participant shall be entitled to receive the benefit payable
under this Plan in the form and on the date selected by the Participant in a written election form
delivered to the Sponsor prior to December 31, 2008, which date shall not be earlier than January
1, 2009. If no date is selected by a Participant before December 31, 2008 or if the Participant
selects a date prior to January 1, 2009, the benefit shall be payable in a lump sum within 90 days
following the Participant’s Termination.



(b) Beneficiary Designation. The Participant may select a Beneficiary to receive his benefits
under this Plan. Such election must be submitted to the Committee on a form and in a manner
specified by the Committee.



(c) Six Month Distribution Delay. Notwithstanding anything in this Plan to the contrary, if a
Participant is a “specified employee” (within the meaning of Code Section 409A and as determined
under the Sponsor’s policy for determining specified employees), on the Participant’s Termination
and the Participant is entitled to a payment and/or a benefit under this Plan that is required to
be delayed pursuant to Code Section
409A(a)(2)(B)(i), then such payment shall not be paid (or begin to be paid) until the first
business day of the seventh month following the date of the Participant’s Termination (or, if
earlier, the date of the Participant’s death).




4.4 Withholding of Taxes



The Sponsor shall have the right to deduct from all payments made under the Plan any Federal, state
or local taxes required by law to be withheld with respect to such payments. A Participant’s
portion of any employment, wage and other taxes imposed under any


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applicable law or regulations on
any Plan benefit before that Plan benefit is distributed will be withheld from the Participant’s
other compensation or, if no other compensation is then payable to the Participant, the Participant
shall remit to the Sponsor an amount sufficient to satisfy such liability.


Article V.
Administration


5.1 Administration


This Plan shall be administered by the Committee appointed pursuant to the terms of the Retirement
Plan. The Committee shall administer this Plan in a manner consistent with the administration of
the Retirement Plan, except that this Plan shall be administered as an unfunded plan which is not
intended to meet the qualification requirements of Code Section 401. The Committee shall have the
same rights and authority granted to it under the Retirement Plan, which shall include the full
power and authority to determine all questions relating to eligibility and amount of benefits and
to interpret, construe and administer this Plan. The Committee shall establish and maintain such
accounts or records as the Committee may from time to time consider necessary. Members of the
Committee shall not participate in any action or determination regarding their own benefits under
the Plan.


5.2 Finality of Determination


Claims for benefits under the Plan shall be subject to the claims and appeal procedures contained
in the Retirement Plan. The determination of the Committee as to any disputed questions arising
under this Plan, including questions of construction and interpretation, shall be final, binding,
and conclusive upon all persons.


5.3 Expenses


The expenses of administering this Plan shall be borne by the Sponsor.



5.4 Indemnification and Exculpation


The members of the Committee, its agents, and officers, directors, and employees of the Sponsor
shall be indemnified and held harmless by the Sponsor against and from any and all loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by them in connection with or
resulting from any claim, action, suit, or proceeding to which they may be a party or in which they
may be involved by reason of any action taken or failure to act under this Plan and against and
from any and all amounts paid by them in settlement (with the Sponsor’s written approval) or paid
by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable
to any person if the loss, cost, liability, or expense is due to such person’s gross negligence or
willful misconduct.


Article VI.
Funding of the Plan


6.1 Funding


All amounts paid under this Plan shall be paid from the general assets of the Sponsor. Benefits
shall be reflected on the accounting records of the Sponsor, but neither this Plan


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nor the
maintenance of such accounting records shall be construed to create, or require the creation of, a
trust, custodial account, or escrow account with respect to any Participant. No Participant shall
have any right, title, or interest whatsoever in or to any investment reserves, accounts, or funds
that the Sponsor may purchase, establish, or accumulate to aid in providing the unfunded benefit
payments described in the Plan. Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create, or be construed to create, a trust or fiduciary relationship of any
kind between the Sponsor or the Committee and a Participant or any other person. Participants
shall not acquire any interest under the Plan greater than that of an unsecured general creditor of
the Sponsor. The Trust Fund of the Retirement Plan shall not be liable for any benefits accrued
under this Plan.




Article VII.
Amendment and Termination


7.1 Amendment and Termination



The Board of Directors of the Sponsor may amend, modify, or terminate this Plan at any time and in
any manner. In the event of a termination of the Plan pursuant to this Section 7.1, no further
benefits shall accrue under this Plan, and amount which are then payable shall continue to be an
obligation of the Sponsor and shall be paid as otherwise provided in this Plan; provided, however,
that the Sponsor reserves the right, in its discretion, to accelerate payments in the event of a
termination of the Plan in accordance with the requirements of Code Section 409A.




Article VIII.
Reserved


Article IX.
General Provisions


9.1 Nonalienation


No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind, and shall not be
subject to or reached by any legal or equitable process (including execution, garnishment,
attachment, pledge, or bankruptcy) in satisfaction of any debt, liability, or obligation, prior to
receipt. Any attempt to alienate, sell, transfer,
assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable,
shall be void.




9.2 Effect on Other Benefit Plans



Amounts credited or paid under this Plan shall not be considered to be compensation for the
purposes of the Retirement Plan or any other plans maintained by the Sponsor. The treatment of
such amounts under other employee benefit plans shall be determined pursuant to the provisions of
such plans.


9.3 Severability


In the event any provision of this Plan shall be held invalid or illegal for any reason, any
illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be
construed and enforced as if the illegal or invalid provision had never been inserted,




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and the
Sponsor shall have the privilege and opportunity to correct and remedy such questions of illegality
or invalidity by amendment as provided in this Plan.




9.4 Applicable Law



This Plan shall be governed and construed in accordance with the laws of the State of Ohio to the
extent such laws have not been preempted by applicable Federal law.




9.5 Employer-Employee Relationship



The establishment of this Plan shall not be construed as conferring any legal or other rights upon
any Employee or any person for a continuation of employment, nor shall it interfere with the rights
of the Sponsor to discharge any Employee or otherwise act with relation to the Employee. The
Sponsor may take any action (including discharge) with respect to any Employee or other person and
may treat such person without regard to the effect which such action or treatment might have upon
such person as a Participant under this Plan.




9.6 Incompetence



Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be
mentally competent until the date on which the Committee receives a written notice, in a form and
manner acceptable to the Committee, that such person is incompetent, and that a guardian,
conservator, or other person legally vested with the care of such person’s person or estate has
been appointed; provided, however, that if the Committee shall find that any person to whom a
benefit is payable under the Plan is unable to care for such person’s affairs because of
incompetency, any payment due (unless a prior claim therefor shall have been made by a duly
appointed legal representative) may be paid as provided in the Retirement Plan. Any such payment
so made shall be a complete discharge of liability therefor under the Plan.




9.7 Binding on the Sponsor, Participants and Their Successors



This Plan shall be binding upon and inure to the benefit of the Sponsor, their successors and
assigns and the Participants, their heirs, executors, administrators and legal representatives.




9.8 Tax Liability



The Sponsor may withhold from any payment of benefit hereunder or require the Participant to remit
to the Sponsor an amount equal to any taxes required to be withheld.



9.9 Compliance with Code Section 409A. It is intended that this Plan comply with Code Section 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 Participant, and none of the Sponsor, the Board of
Directors or the Committee shall have any liability with respect to any failure to comply with the
requirements of Code Section 409A. The Sponsor may accelerate the time or schedule of a payment to
a Participant to pay an amount the Participant includes in income as a result of the Plan failing
to meet the requirements of Code Section 409A and the Treasury Regulations promulgated


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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 Section 409A and the Treasury Regulations
promulgated thereunder.


In Witness Whereof, the Sponsor has caused this instrument to be executed by its duly authorized
officers effective as of December 31, 2008.



	 	 	 	 	 	 	 
	 	 	R G. Barry Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Greg A. Tunney	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	President and Chief Executive
Officer	 	 
	 

	 	 	 	 

	 	 






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EXHIBIT A




PARTICIPANTS




Daniel D. Viren





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