0001171843-12-003295 Sample Contracts

SEVERANCE PAY AGREEMENT
Severance Pay Agreement • September 4th, 2012 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

This SEVERANCE PAY AGREEMENT ("Agreement"), effective as of February 20, 2012 (the "Effective Date"), by and between Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"), and Hilda McDuff (the "Executive"), evidences that;

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FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • September 4th, 2012 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

THIS FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) executed on August 9, 2012, is by and among Tandy Brands Accessories, Inc., a Delaware corporation (“Parent”), H.A. Sheldon Canada Ltd., an Ontario corporation (“HA Sheldon”; Parent and HA Sheldon are herein collectively called “Company”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, and TBAC Investment Trust, a Pennsylvania business trust, and TBAC-TOREL, Inc., a Delaware corporation, consenting to this Amendment and ratifying their respective Guaranties (as defined in the Credit Agreement) each dated even date with the Credit Agreement (defined below).

THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND CONSENT
Credit And • September 4th, 2012 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND CONSENT (this “Amendment”) executed on June 5, 2012, is by and among Tandy Brands Accessories, Inc., a Delaware corporation (“Parent”), H.A. Sheldon Canada Ltd., an Ontario corporation (“HA Sheldon”; Parent and HA Sheldon are herein collectively called “Company”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, and TBAC Investment Trust, a Pennsylvania business trust, and TBAC-TOREL, Inc., a Delaware corporation, consenting to this Amendment and ratifying their respective Guaranties (as defined in the Credit Agreement) each dated even date with the Credit Agreement (defined below).

Tandy Brands Accessories, Inc.
2013 Performance Unit Award Agreement • September 4th, 2012 • 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 2013 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.

FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • September 4th, 2012 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

THIS FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Amendment") executed on August 29, 2012, is by and among Tandy Brands Accessories, Inc., a Delaware corporation ("Parent"), H.A. Sheldon Canada Ltd., an Ontario corporation ("HA Sheldon"; Parent and HA Sheldon are herein collectively called "Company"), Wells Fargo Bank, National Association ("Wells Fargo"), acting through its Wells Fargo Business Credit operating division, and TBAC Investment Trust, a Pennsylvania business trust, and TBAC-TOREL, Inc., a Delaware corporation, consenting to this Amendment and ratifying their respective Guaranties (as defined in the Credit Agreement) each dated even date with the Credit Agreement (defined below).

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