8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2010

TANDY BRANDS ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-18927	75-2349915
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3631 West Davis, Suite A Dallas, Texas	75211
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 548-0090

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2010, the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), upon recommendation of the Company’s Compensation Committee, approved the Company’s fiscal 2011 management incentive plan, pursuant to which cash bonuses for the Company’s executive officers will be determined for fiscal 2011. A summary of the manner in which cash bonuses are to be determined under the management incentive plan is set forth in Exhibit 10.1 and is incorporated herein by reference. The Board of Directors also approved the following base salaries for the Company’s executive officers for fiscal 2011:

Executive Officer	Fiscal 2011 Base Salary
N. Roderick McGeachy, III President and Chief Executive Officer	$	345,000
M.C. (Craig) Mackey Chief Financial Officer, Treasurer and Assistant Secretary	$	225,000
Robert J. McCarten Senior Vice President – Sales	$	225,000

Upon recommendation of the Company’s Compensation Committee, the Board of Directors also approved the Company’s 2011 long-term incentive program, pursuant to which performance units will be awarded to certain of the Company’s executive officers for the performance period beginning July 1, 2010 and ending June 30, 2013. A summary of the 2011 long-term incentive program is set forth in Exhibit 10.2 and is incorporated herein by reference. All awards issued pursuant to this program are made under the Company’s 2002 Omnibus Plan.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Summary of Fiscal 2011 Management Incentive Plan for Tandy Brands Accessories, Inc.

Exhibit 10.2 Summary of 2011 Long-Term Incentive Program for Tandy Brands Accessories, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TANDY BRANDS ACCESSORIES, INC.

Date: July 6, 2010

By:  /s/ N. Roderick McGeachy, III          
N. Roderick McGeachy, III
President and Chief Executive Officer

EX-10.1

Exhibit 10.1

Summary of
Fiscal 2011 Management Incentive Plan
for Tandy Brands Accessories, Inc.

On June 29, 2010, the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), upon recommendation of the Company’s Compensation Committee, approved the Company’s fiscal 2011 management incentive plan, pursuant to which cash bonuses for the Company’s executive officers will be determined for fiscal 2011. Under the management incentive plan, target payout opportunities are expressed as a percentage of base salary, with threshold, target and maximum payout opportunities expressed as a percentage of the target award (actual payouts may generally range anywhere between the threshold and maximum percentages). No cash bonuses will be paid if threshold performance is not achieved. For fiscal 2011, the Board of Directors approved the target bonus for the Company’s Chief Executive Officer at 75% of base salary and the target bonus for the Company’s other executive officers at 50% of base salary. Bonus amounts will vary depending on the Company’s performance against target goals. If the Company achieves (a) the threshold level, the participant would be eligible for 50% of the target bonus, (b) the target level, the participant would be eligible for 100% of the target bonus, and (c) the maximum level, the participant would be eligible for 200% of the target bonus. The actual bonus paid may be varied up to 20% higher or lower based on a subjective assessment of the individual’s performance and contribution to achieving the Company’s goals.

Payout opportunities are based 25% on net revenue and 75% on profit before tax and are set at performance levels that, in the judgment of the Compensation Committee and the Board of Directors, will facilitate the Company’s overall growth and performance. In addition, the Board may, in its discretion, adjust the target measures to exclude one-time, non-operating items that may occur during the performance period. All executive officer payouts are subject to Board approval.

EX-10.2

Exhibit 10.2

Summary of
2011 Long-Term Incentive Program
for Tandy Brands Accessories, Inc.

On June 29, 2010, the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), upon recommendation of the Company’s Compensation Committee, approved the Company’s 2011 long-term incentive program, pursuant to which performance units will be granted to the Company’s executive officers for the performance period beginning July 1, 2010 and ending June 30, 2013. Under the long-term incentive program, target awards are expressed as a dollar amount, with threshold, target and maximum payout opportunities expressed as a percentage of the target award (actual payouts may range anywhere between the threshold and maximum percentages). No payout will occur unless threshold performance is achieved. The Board approved the following payout opportunities for achieving threshold, target and maximum performance:

	Threshold					Maximum
Executive Officer	(as a % of Target)			Target		(as a % of Target)
Chief Executive Officer		50	%	$	350,000		200	%
Other Executive Officers		50	%	$	100,000		200	%

To support the Company’s focus on creating long-term shareholder value, the financial metric approved by the Board of Directors to determine whether target performance has been achieved is earnings per share, as an average over the performance period. Each performance unit award will generally be comprised 50% of cash and 50% of phantom shares of the common stock of the Company. The number of phantom shares of common stock attributable to the performance unit award will be determined based on the fair market value of the Company’s common stock on the date of grant. Assuming continued employment, if, at the end of the performance period, at least the threshold performance level has been achieved, the performance units vest and, to the extent earned, will be settled in cash. The Board may, in its discretion, adjust the target measures to exclude one-time, non-operating items that may occur during the performance period, and, if shares are available under the Company’s benefit plans, pay over the portion of the award payable in phantom shares with common stock of the Company.