EXHIBIT 10.1
TANDY BRANDS ACCESSORIES, INC.
BENEFIT RESTORATION PLAN
THIS AMENDMENT NO.
5 to the Tandy Brands Accessories, Inc. Benefit Restoration Plan
(the “Plan”) is dated December 31, 2008, to amend
the Plan in the following respects:
WHEREAS,
the Plan was established by Tandy Brands Accessories, Inc., a
Delaware corporation (the “Company”), effective as of
July 1, 1993, and was subsequently amended from time to
time;
WHEREAS,
in accordance with Sections 8.4 and 8.6 of the Plan, the Plan
shall be administered by the Committee (as designated by the
Company’s Board of Directors), and the Company’s Board
of Directors (the “Board”) shall have the discretion to
amend the Plan; and
WHEREAS,
the Board has determined to amend the Plan by making such changes
as necessary to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”).
NOW
THEREFORE, effective December 31, 2008, the Plan is hereby
amended in the following respects:
1.
Definition of Disability . Section 1.7 of the Plan
shall be deleted in its entirety and replaced with the
following:
“1.7
“Disability” means that a Participant (i) is
unable to engage in any substantial gainful activity by reason of
any medically-determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a
continuous period of not less than twelve months; (ii) is, by
reason of any medically-determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Company; or (iii) is deemed by the Social Security
Administration to be totally disabled. The determination of the
existence of a Disability shall be made by the Committee in
accordance with Section 409A of the Code.
2.
Eligibility . Article II of the Plan shall be deleted
in its entirety and replaced with the following:
“Participation
in the Plan shall be made available to a select group of
individuals providing services to the Company in key positions of
management and responsibility who are eligible to make
contributions to the Employees Investment Plan, the amount of which
is reduced by reason of the application of the limitations set
forth in Sections 401(a)(17) or 402(g)(1) of the Code. Such
individuals may elect to participate hereunder by executing a
participation agreement in such form and at such time as the
Committee shall require, provided that each
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