0001171843-11-002669 Sample Contracts

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF DOCUMENT] WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • September 1st, 2011 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas
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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT pursuant to the TANDY BRANDS ACCESSORIES, INC. 2002 OMNIBUS PLAN
Restricted Stock Award Agreement • September 1st, 2011 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT is made as of this ____ day of _____, 20___ (the "Date of Grant"), between Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"), and «Grantee», a non-employee member of the Board of Directors of the Company ("Director"). Capitalized terms used in this Agreement shall have the meaning ascribed under the Tandy Brands Accessories, Inc. 2002 Omnibus Plan (the "Plan") unless expressly provided herein.

Tandy Brands Accessories, Inc.
Award Agreement • September 1st, 2011 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

This award agreement ("Award Agreement") sets forth the terms and conditions of the 2012 Performance Unit Program (the "Program") which is governed by the Tandy Brands Accessories, Inc. 2002 Omnibus Plan (the "Plan"). This Award Agreement, together with the Plan, govern the rights under the Program with respect to the performance-based unit (each, a "Performance Unit") Awards granted under this Award Agreement, and set forth all of the conditions and limitations affecting such rights. Terms used in this Award Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms of this Award Agreement. For purposes of this Award Agreement, "Company" means Tandy Brands Accessories, Inc., its affiliates, and/or its subsidiaries.

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