AMENDMENT NO. 8 TO THE TANDY BRANDS ACCESSORIES, INC. EMPLOYEES INVESTMENT PLAN

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

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.

     (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.

     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 paychec