-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EF0DKTEvtnKBa2+t6jjc/Ia0qbk5T3A3alIQEE4WpcOKgQIKk6kO0zgEO+HSeUdO 7AYM8fXPszTKQYifVBioDw== 0000950134-02-005678.txt : 20020515 0000950134-02-005678.hdr.sgml : 20020515 20020515135553 ACCESSION NUMBER: 0000950134-02-005678 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20020515 EFFECTIVENESS DATE: 20020515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TANDY BRANDS ACCESSORIES INC CENTRAL INDEX KEY: 0000869487 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 752349915 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88276 FILM NUMBER: 02650559 BUSINESS ADDRESS: STREET 1: 690 E LAMAR BLVD STE 200 CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 8172654113 MAIL ADDRESS: STREET 1: 690 E LAMAR BLVD CITY: ARLINGTON STATE: TX ZIP: 76011 S-8 1 d96986s-8.txt FORM S-8 As filed with the Securities and Exchange Commission on May _____, 2002 Registration No. 333 - _________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- TANDY BRANDS ACCESSORIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2349915 (State or other jurisdiction of (I.R.S. Employer Identification Code) incorporation or organization) 690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS 76011 (Address of principal executive offices) (zip code) TANDY BRANDS ACCESSORIES, INC. 1997 EMPLOYEE STOCK OPTION PLAN (AS AMENDED) NONQUALIFIED STOCK OPTION AGREEMENTS (GRANTED OCTOBER 16, 2001) (FULL TITLE OF THE PLANS) STANLEY T. NINEMIRE 690 EAST LAMAR BLVD., SUITE 200 ARLINGTON, TEXAS 76011 (Name and address of agent for service) (817) 548-0090 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount Maximum Maximum Amount of Securities To be Offering Price Aggregate Registration To be Registered Registered(1) Per Share(2) Offering Price(2) Fee(2) - ---------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share 469,250 $11.11 $5,213,368 $480 - ----------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c), this registration statement also covers an indeterminate amount of plan interests. (2) Calculated pursuant to paragraphs (c) and (h) of Rule 457, based upon the average of the high and low prices of the common stock on May 13, 2002 (as reported on the Nasdaq National Market). EXPLANATORY NOTE We have previously filed with the Securities and Exchange Commission the following registration statements on Form S-8 under the Securities Act of 1933, as amended: (a) Form S-8 Registration Statement (File No. 333-94251) with respect to 326,000 shares of our common stock, $1.00 par value per share, offered pursuant to the Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan, as amended and the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Pan for Non-Employee Directors; (b) Form S-8 Registration Statement (File No. 333-4162) with respect to 622,500 shares of our common stock offered pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program, the 1997 Employee Stock Option Plan, as amended and the Nonqualified Formula Stock Option Plan for Non-Employee Directors. The contents of such earlier registration statements are incorporated herein by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended, (the "Securities Act"). These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible participants pursuant to Rule 428(b) or additional information about the plans are available without charge by contacting: Stanley T. Ninemire, Tandy Brands Accessories, Inc., 690 East Lamar Blvd., Suite 200, Arlington, Texas 76011, (817)548-0090. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant incorporates by reference into this registration statement the following documents filed with the Securities and Exchange Commission (the "Commission") as of their respective filing dates: (a) Our Annual Report on Form 10-K (File No. 000-18927) for the year ended June 30, 2001; (b) Our Quarterly Reports on Form 10-Q (File No. 000-18927) for the quarters ended September 30, 2001, December 31, 2001 and March 31, 2002; (c) Our Current Reports on Form 8-K (File No. 000-18927) filed on April 12, 2001, April 25, 2001, June 15, 2001 and October 18, 2001; (d) The description of the Registrant's common stock, par value $1.00 per share (the "Common Stock"), contained in the Registrant's registration statement on Form 8-A filed by the Registrant with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendments or reports filed for the purpose of updating such description; (e) Form S-8 Registration Statement (File No. 333-94251) with respect to 326,000 shares of our common stock, $1.00 par value per share, offered pursuant to the Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan, as amended and the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee Directors; and (f) Form S-8 Registration Statement (File No. 333-4162) with respect to 622,500 shares of our common stock offered pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program, the 1997 Employee Stock Option Plan, as amended and the Nonqualified Formula Stock Option Plan for Non-Employee Directors. All documents filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. Our Common Stock has been registered under Section 12 of the Exchange Act. 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. DELAWARE GENERAL CORPORATION LAW ("DGCL") Section 145 (a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 (b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 145(d) of the DGCL provides that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made, with respect to a person who is a director or officer at the time of 4 such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. Section 145(e) of the DGCL provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. CERTIFICATE OF INCORPORATION The Certificate of Incorporation of the Registrant provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock purchases or redemptions or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize the further elimination or limitation of the liability of directors, the liability of a director of the Registrant, in addition to the limitation on personal liability provided in the Certificate of Incorporation, will be limited to the fullest extent permitted by the DGCL, as so amended. Further, any repeal or modification of such provision of the Certificate of Incorporation by the stockholders of the Registrant will be prospective only, and will not adversely affect any limitation on the personal liability of a director of the Registrant existing at the time of such repeal or modification. BYLAWS The Bylaws of the Registrant provide that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative, is or was or has agreed to become a director or officer of the Registrant or is or was serving or has agreed to serve at the request of the Registrant as a director or officer, whether the basis of such proceedings is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Registrant to the fullest extent authorized by Section 145 of the DGCL, as in effect or as it may be amended from time to time, against all reasonable expenses incurred by, imposed upon or resulting from any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the Registrant or any of its subsidiaries, or of any other corporation at the request of the 5 Registrant. Such indemnity shall inure to the benefit of his heirs, executors and administrators. The Registrant may also make such reimbursement in the event of a settlement of any such action, suit or proceedings prior to final adjudication when such settlement appears to be in the interest of the Registrant. INDEMNIFICATION AGREEMENTS The Registrant has also entered into Indemnification Agreements pursuant to which it has agreed to indemnify certain of its directors and officers against judgments, claims, damages, losses and expenses incurred as a result of the fact that any director or officer, in his capacity as such, is made or threatened to be made a party to any suit or proceeding. Such persons will be indemnified to the fullest extent now or hereafter permitted by the DGCL. The Indemnification Agreements also provide for the advancement of certain expenses to such directors and officers in connection with any such suit or proceeding. INSURANCE The Registrant has obtained a directors' and officers' liability insurance policy insuring its directors and officers against certain losses resulting from wrongful acts committed by them in their capacities as directors and officers of the Registrant, including liabilities arising under the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 6 ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Certificate of Incorporation of the Registrant. (Incorporated herein by reference to Exhibits 3.1 and 4.1 to Registrant's registration statement on Form S-1 filed on November 2, 1990 (No. 33-37588).) 3.2 Bylaws of the Registrant. (Incorporated herein by reference to Exhibit 3.2 to Registrant's registration statement on Form S-1 filed on November 2, 1990 (No. 33-37588).) 3.3 Amendment to Bylaws of the Registrant adopted February 23, 1996. (Incorporated herein by reference to Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2002.) 4.4 Amended and Restated Rights Agreement dated as of October 19, 1999 between the Registrant and BankBoston, N.A., as rights agent. (Incorporated herein by reference to Exhibit 4 to Registrant's Current Report on Form 8-K filed on November 2, 1999.) 4.5 Amendment to Amended and Restated Rights Agreement dated as of October 16, 2001. (Incorporated herein by reference to Exhibit 4.7 to Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2002.) 5.1 Opinion of Winstead Sechrest & Minick P.C.* 10.1 Amendment to Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan adopted October 16, 2001. (Incorporated herein by reference to Exhibit 10.38 to Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2002.) 10.2 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Dr. James F. Gaertner* 10.3 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Marvin J. Girouard* 10.4 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Gene Stallings* 10.5 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Roger R. Hemminghaus* 10.6 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Colombe M. Nicholas* 23.1 Consent of Ernst & Young LLP* 23.2 Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1)* 24.1 Power of Attorney (included on page 9)* * Filed herewith.
ITEM 9. UNDERTAKINGS. (1) The Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; 7 iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, Tandy Brands Accessories, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Arlington, State of Texas, as of May 14, 2002. TANDY BRANDS ACCESSORIES, INC. By: /s/ J.S.B. Jenkins ------------------------------------- J.S.B. Jenkins, President, Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of May 14, 2002. 9 Signature and Title /s/ J.S.B. Jenkins - ---------------------------------------------- J.S.B. Jenkins President, Chief Executive Officer and Director (Principal Executive Officer) /s/ James F. Gaertner - ---------------------------------------------- James F. Gaertner Director and Chairman of the Board /s/ Marvin J. Girouard - ---------------------------------------------- Marvin J. Girouard Director /s/ Colombe M. Nicholas - ---------------------------------------------- Colombe M. Nicholas Director /s/ C.A. Rundell, Jr. - ---------------------------------------------- C.A. Rundell, Jr. Director /s/ Gene Stallings - ---------------------------------------------- Gene Stallings Director /s/ Roger R. Hemminghaus - ---------------------------------------------- Roger R. Hemminghaus Director /s/ Stanley T. Ninemire - ---------------------------------------------- Stanley T. Ninemire Senior Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) 10 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Certificate of Incorporation of the Registrant. (Incorporated herein by reference to Exhibits 3.1 and 4.1 to Registrant's registration statement on Form S-1 filed on November 2, 1990 (No. 33-37588).) 3.2 Bylaws of the Registrant. (Incorporated herein by reference to Exhibit 3.2 to Registrant's registration statement on Form S-1 filed on November 2, 1990 (No. 33-37588).) 3.3 Amendment to Bylaws of the Registrant adopted February 23, 1996. (Incorporated herein by reference to Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2002.) 4.4 Amended and Restated Rights Agreement dated as of October 19, 1999 between the Registrant and BankBoston, N.A., as rights agent. (Incorporated herein by reference to Exhibit 4 to Registrant's Current Report on Form 8-K filed on November 2, 1999.) 4.5 Amendment to Amended and Restated Rights Agreement dated as of October 16, 2001. (Incorporated herein by reference to Exhibit 4.7 to Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2002.) 5.1 Opinion of Winstead Sechrest & Minick P.C.* 10.1 Amendment to Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan adopted October 16, 2001. (Incorporated herein by reference to Exhibit 10.38 to Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2002.) 10.2 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Dr. James F. Gaertner* 10.3 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Marvin J. Girouard* 10.4 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Gene Stallings* 10.5 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Roger R. Hemminghaus* 10.6 Nonqualified Stock Option Agreement for Non-Employee Directors, dated October 16, 2001, by and between Tandy Brands Accessories, Inc. and Colombe M. Nicholas* 23.1 Consent of Ernst & Young LLP* 23.2 Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1)* 24.1 Power of Attorney (included on page 9)* * Filed herewith.
EX-5.1 3 d96986ex5-1.txt OPINION/CONSENT OF WINSTEAD SECHREST & MINICK PC EXHIBIT 5.1 WINSTEAD SECHREST & MINICK P.C. 1201 Elm, 5400 Renaissance Tower Dallas, Texas 75270 (214)745-5400 May 14, 2002 Tandy Brands Accessories, Inc. 690 East Lamar Boulevard, Suite 200 Arlington, Texas 76011 Gentlemen: Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"), is today transmitting for filing with the Securities and Exchange Commission (the "Commission") a Form S-8 Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), with respect to the registration of 450,000 additional shares (the "Plan Shares") of common stock, $1.00 par value per share (the "Common Stock"), of the Company which may be issued pursuant to the Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan, as amended (the "Plan") and 19,250 shares of Common Stock (the "Option Shares" and, collectively with the Plan Shares, the "Shares") which may be issued pursuant to the Nonqualified Stock Option Agreements between the Company and each of James F. Gaertner, Marvin J. Girouard, Gene Stallings, Roger R. Hemminghaus, and Colombe M. Nicholas (the "Non-Employee Directors"). In rendering the opinion expressed herein, we have examined the following: (i) the Plan; (ii) the Nonqualified Stock Option Agreements for Non-Employee Directors, dated October 16, 2001, between the Company and each of the Non-Employee Directors (the "Option Agreements"); (ii) the Certificate of Incorporation of the Company and all amendments thereto; (iii) the Bylaws of the Company, as amended; (iv) minutes of meetings or unanimous consents in lieu of meetings of the Company's board of directors and stockholders; and (v) such other corporate records and documents, certificates of corporate and public officials and statutes as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed copies. We have assumed compliance both in the past and in the future with the terms of the Plan and the Option Agreements by the Company and its employees, officers, Board of Directors and any committee and/or trustee appointed to administer the Plan and the Option Agreements. The opinions expressed herein are limited in all respects to the substantive law of the State of Texas, the General Corporation Law of the State of Delaware and the federal law of the United States, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. Based upon the foregoing and in reliance thereon, we are of the opinion that the Shares, when distributed pursuant to and in accordance with the terms of the Plan and the Option Agreements, respectively, will be validly issued, fully paid and nonassessable shares of Common Stock. This firm consents to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, WINSTEAD SECHREST & MINICK P.C. /s/ Winstead Sechrest & Minick P.C. EX-10.2 4 d96986ex10-2.txt STOCK OPTION AGREEMENT - DR. JAMES F. GAERTNER EXHIBIT 10.2 TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the 16th day of October, 2001, by and between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (herein called the "Company") and DR. JAMES F. GAERTNER (herein called the "Director"). WITNESSETH: WHEREAS, the Board of Directors of the Company (the "Board") has determined it is advisable and in the best interests of the Company and that the interests of the Company will be advanced by encouraging and enabling non-employee directors of the Company to acquire proprietary shares in the Company, thus providing them with a more direct concern in the welfare of the Company and assuring a closer identification of their interests with those of the Company; and WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate the endeavors of such directors on behalf of the Company and strengthen their desire to remain in service with the Company by adding long-term incentives for high levels of performance and for unusual efforts designed to improve the financial performance of the Company; and WHEREAS, the Board has determined it is advisable and in the best interests of the Company to provide for option grants to the non-employee directors of the Company in addition to those provided for under the Company's Non-Qualified Formula Stock Option Plan for Non-Employee Directors; and; WHEREAS, the individual above named is one of such directors; and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Company grants to Director the right and option to purchase, at the time and on the terms and conditions hereinafter set forth, 4,250 shares of the presently authorized Common Stock of the Company (the "Option Shares") at the purchase price of $25,882.50 (or $6.09 per share). 2. This option shall continue for ten (10) years from the effective date hereof, except and to the extent that such term may be reduced as provided in Paragraphs 5, 6, 7 and 10 hereof; provided, however, that if any termination date provided for herein shall fall on a Saturday, Sunday or legal holiday, then such termination date shall be deemed to be the first normal business day of the Company, at its office specified in Paragraph 15 hereof, before such Saturday, Sunday or legal holiday. 3. Except as otherwise provided herein, this option shall be exercisable and one hundred percent (100%) vested six (6) months after the effective date hereof. Under no circumstances may this option be exercised on a date later than ten (10) years from the effective date hereof. Director's right to exercise the option granted hereunder accrues only in accordance with the foregoing provisions and, except as otherwise provided herein, only to the extent that he remains in the continuous service of the Company. This option shall be exercisable during the lifetime of Director only by him, or by his duly appointed guardian or personal representative. In no event may Director or any person exercising this option pursuant to Paragraph 7 hereof exercise this option (before or after any adjustment or substitution pursuant to Paragraphs 9, 10 or 16 hereof) for a fraction of a share. 4. The option granted hereunder shall be exercised by delivering to the Secretary of the Company from time to time within the time limits specified in Paragraph 3 hereof a written notice specifying the number of vested shares Director then desires to purchase together with either: (i) a cashier's check payable in United States currency (unless a personal check shall be acceptable to such officer) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) with the prior consent of the Board, and upon receipt of all regulatory approvals, certificates for Common Stock of the Company, valued at the Fair Market Value (as hereinafter defined) of such Common Stock on the date of exercise of this option, as payment of all or any portion of the option price for such number of shares; and (iii) such other instruments or agreements duly signed by Director as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state security laws or any requirement of any national securities exchange or market system on which such stock may be traded. As used herein, the term "Fair Market Value" on any date shall mean the closing price of the Common Stock as reported by the Nasdaq National Market System on such date or, if no reported sale of the Stock shall have occurred on such date, then the closing price of the Stock as reported by the Nasdaq National Market System on the next preceding date on which there was such a reported sale. As soon as practicable after any such exercise of the option in whole or in part by Director, the Company will deliver to Director at Director's address, as set forth below, a certificate for the number of shares with respect to which the option shall have been so exercised, issued in Director's name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company's Transfer Agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of the Act or any state securities laws. 5. (a) If the directorship of Director is terminated for any reason other than (i) Disability (as hereinafter defined) of Director, (ii) death of Director, or (iii) on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate (as hereinafter defined), then Director shall have the right at any time within thirty-six (36) months after the termination of such directorship or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof (except as to the issuance of fractional shares), but only to the extent this option was exercisable on the date of such termination. For purposes of this Agreement, the term "Affiliate" shall mean any entity in which the Company directly or indirectly owns twenty-five percent (25%) or more of the total combined voting power or value of all classes of stock or, in the case of an unincorporated entity, a twenty-five percent (25%) or more interest in the capital and profits. (b) If the directorship of Director is terminated on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate, then his rights under the option granted hereunder shall terminate immediately. 6. If Director's directorship is terminated by reason of Disability, this option (whether or not exercisable on the date of Director's termination of directorship by reason of Disability) may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares) at any time within thirty-six (36) months after the date of such termination or within the unexpired term of this option, whichever is the shorter period. As used herein, the term "Disability" shall have the same meaning given to such term in the Tandy Brands Accessories, Inc. Key Executive Disability Plan. Disability shall be determined in the sole and absolute discretion of the President and Chief Financial Officer of the Company (the "Committee"). 7. If Director dies while serving as a member of the Board, this option may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares), whether or not exercisable on the date of death of Director, at any time within thirty-six (36) months from the date of death of Director or within the unexpired term of this option, whichever is the shorter period, by the person or persons entitled to do so under Director's will or if Director fails to make testamentary disposition of this option or dies intestate, by Director's legal representative or representatives, whichever is applicable. If Director dies during either of the thirty-six (36) month periods described in Paragraphs 5 or 6 above, this option may be exercised, but only to the extent exercisable on the date of death of Director, by the person or persons described above at any time within the thirty-six (36) month period described in Paragraph 5 or 6 above, whichever is applicable, or within twelve (12) months after the date of such death, whichever is the longer period, but in no event after the expiration of the option. 8. Shares to be issued on the exercise of this option may, at the election of the Company, be either authorized and unissued shares, or shares previously issued and reacquired by the Company. 9. If, prior to the delivery of all the shares with respect to which this option is granted, there shall be any change in the outstanding Common Stock of the Company, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company's Certificate of Incorporation or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and/or kind of securities allocated to the option hereby granted, without change in the aggregate purchase price applicable to the unexercised portion of the option, but with a corresponding adjustment in the number and price for each share or other unit of any security covered by the option. Such adjustments shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and Director's legal representatives. 10. If, prior to the delivery of all the shares in respect of which this option is granted, a Change of Control (as hereinafter defined) of the Company shall occur: (a) If provision be made in writing in connection with such transaction for the assumption and continuance of the option hereby granted, or the substitution for such option of a new option covering the shares of the successor corporation, with appropriate adjustment as to number and kind of shares and prices, the option hereby granted, or the new option substituted therefor, as the case may be, shall continue in the manner and under the terms provided. (b) If provision is not made in such transaction for the continuance and assumption of the option hereby granted or for the substitution of an option covering the shares of the successor corporation, then Director shall be entitled, prior to the effective date of any such transaction to purchase the full number of shares under this option (without regard to the period of exercisability set forth in Paragraph 3) that have not at the time expired or been cancelled, failing which purchase, any unexercised portion shall be deemed cancelled as of the effective date of such transaction. All adjustments under this paragraph shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive on the Company, Director and Director's legal representatives. A "Change in Control" for purposes of this Agreement shall mean the occurrence of any of the following events: (i) any "person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act, of thirty percent (30%) or more of the outstanding shares of the Company's stock entitled to vote for the election of directors; or (ii) any shares of any class of the Company's stock are purchased pursuant to a tender of exchange offer other than an offer by the Company; or (iii) the dissolution or liquidation of the Company or the consummation of any merger or consolidation of the Company or any sale or other disposition of all or substantially all of its assets, if the stockholders of the Company immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than thirty (30%) of the voting power of the surviving or acquiring corporation. 11. Neither Director nor his legal representatives shall be or have any of the rights or privileges of a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered to Director or his legal representatives. 12. Neither the granting of this option, the exercise of any part hereof, nor any provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the service of Director as a member of the Board for any specified period. 13. Except as otherwise herein provided, this option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege conferred hereby, contrary to the provisions hereof, this option and the rights and privileges conferred hereby shall immediately become null and void. 14. The Committee shall have authority to make reasonable constructions of this option and to correct any defect or supply any omission or reconcile any inconsistency in this option, and to prescribe reasonable rules and regulations relating to the administration of this option and other similar options granted under the Plan. 15. Any notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at its main office, 690 E. Lamar Boulevard, Suite No. 200, Arlington, Texas 76011 or to such other address as may be hereafter specified by the Company, to the attention of its Secretary. All notices to Director or to any other person or persons then entitled to exercise the option shall be delivered to Director or such other person or persons at the Director's address specified below. 16. If, prior to the delivery of all of the shares with respect to which this option is granted, there shall be a merger or consolidation of the Company in which the Company is the surviving corporation and, if as a result thereof, outstanding shares of Common Stock of the Company are changed, converted or exchanged, then there shall be substituted for each share of stock subject to the option granted hereby the number, kind or amount of shares of stock or other securities or cash into which the outstanding shares of Common Stock of the Company shall be so changed, converted or exchanged as a result of such merger or consolidation. In the case of any such substitution or adjustment as provided in this paragraph, the option price referred to in this Agreement for the shares covered hereby shall be the option price for the shares or other securities or cash which shall have been substituted for the shares covered hereby or to which such shares shall have been adjusted. Any adjustment or substitutions pursuant to this paragraph shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and his legal representatives. 17. This option is non-transferable by the Director other than by will or by the laws of descent and distribution. During the Director's lifetime, the option shall be exercisable only by the Director or by the Director's duly appointed guardian or personal representative. 18. Any payment or any issuance or transfer of shares of the Common Stock to Director or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require Director and any such legal representative, heir, legatee or distributee, as a condition precedent to such payment, issuance or transfer, to execute a release and receipt therefor in such form as it shall determine. 19. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code and shall not be so construed. 20. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President effective on the date and year first above written, and Director has hereunto set his hand on the day and year specified below. TANDY BRANDS ACCESSORIES, INC. DIRECTOR By: /s/ J.S.B. Jenkins /s/ James F. Gaertner -------------------------- ------------------------------------ J.S.B. Jenkins, President Dr. James F. Gaertner 104 Fraser Huntsville, Texas 77320 Date: 11/9/01 ------------------------------ EX-10.3 5 d96986ex10-3.txt STOCK OPTION AGREEMENT - MARVIN J. GIROUARD EXHIBIT 10.3 TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the 16th day of October, 2001, by and between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (herein called the "Company") and MARVIN J. GIROUARD (herein called the "Director"). WITNESSETH: WHEREAS, the Board of Directors of the Company (the "Board") has determined it is advisable and in the best interests of the Company and that the interests of the Company will be advanced by encouraging and enabling non-employee directors of the Company to acquire proprietary shares in the Company, thus providing them with a more direct concern in the welfare of the Company and assuring a closer identification of their interests with those of the Company; and WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate the endeavors of such directors on behalf of the Company and strengthen their desire to remain in service with the Company by adding long-term incentives for high levels of performance and for unusual efforts designed to improve the financial performance of the Company; and WHEREAS, the Board has determined it is advisable and in the best interests of the Company to provide for option grants to the non-employee directors of the Company in addition to those provided for under the Company's Non-Qualified Formula Stock Option Plan for Non-Employee Directors; and; WHEREAS, the individual above named is one of such directors; and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Company grants to Director the right and option to purchase, at the time and on the terms and conditions hereinafter set forth, 4,250 shares of the presently authorized Common Stock of the Company (the "Option Shares") at the purchase price of $25,882.50 (or $6.09 per share). 2. This option shall continue for ten (10) years from the effective date hereof, except and to the extent that such term may be reduced as provided in Paragraphs 5, 6, 7 and 10 hereof; provided, however, that if any termination date provided for herein shall fall on a Saturday, Sunday or legal holiday, then such termination date shall be deemed to be the first normal business day of the Company, at its office specified in Paragraph 15 hereof, before such Saturday, Sunday or legal holiday. 3. Except as otherwise provided herein, this option shall be exercisable and one hundred percent (100%) vested six (6) months after the effective date hereof. Under no circumstances may this option be exercised on a date later than ten (10) years from the effective date hereof. Director's right to exercise the option granted hereunder accrues only in accordance with the foregoing provisions and, except as otherwise provided herein, only to the extent that he remains in the continuous service of the Company. This option shall be exercisable during the lifetime of Director only by him, or by his duly appointed guardian or personal representative. In no event may Director or any person exercising this option pursuant to Paragraph 7 hereof exercise this option (before or after any adjustment or substitution pursuant to Paragraphs 9, 10 or 16 hereof) for a fraction of a share. 4. The option granted hereunder shall be exercised by delivering to the Secretary of the Company from time to time within the time limits specified in Paragraph 3 hereof a written notice specifying the number of vested shares Director then desires to purchase together with either: (i) a cashier's check payable in United States currency (unless a personal check shall be acceptable to such officer) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) with the prior consent of the Board, and upon receipt of all regulatory approvals, certificates for Common Stock of the Company, valued at the Fair Market Value (as hereinafter defined) of such Common Stock on the date of exercise of this option, as payment of all or any portion of the option price for such number of shares; and (iii) such other instruments or agreements duly signed by Director as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state security laws or any requirement of any national securities exchange or market system on which such stock may be traded. As used herein, the term "Fair Market Value" on any date shall mean the closing price of the Common Stock as reported by the Nasdaq National Market System on such date or, if no reported sale of the Stock shall have occurred on such date, then the closing price of the Stock as reported by the Nasdaq National Market System on the next preceding date on which there was such a reported sale. As soon as practicable after any such exercise of the option in whole or in part by Director, the Company will deliver to Director at Director's address, as set forth below, a certificate for the number of shares with respect to which the option shall have been so exercised, issued in Director's name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company's Transfer Agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of the Act or any state securities laws. 5. (a) If the directorship of Director is terminated for any reason other than (i) Disability (as hereinafter defined) of Director, (ii) death of Director, or (iii) on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate (as hereinafter defined), then Director shall have the right at any time within thirty-six (36) months after the termination of such directorship or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof (except as to the issuance of fractional shares), but only to the extent this option was exercisable on the date of such termination. For purposes of this Agreement, the term "Affiliate" shall mean any entity in which the Company directly or indirectly owns twenty-five percent (25%) or more of the total combined voting power or value of all classes of stock or, in the case of an unincorporated entity, a twenty-five percent (25%) or more interest in the capital and profits. (b) If the directorship of Director is terminated on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate, then his rights under the option granted hereunder shall terminate immediately. 6. If Director's directorship is terminated by reason of Disability, this option (whether or not exercisable on the date of Director's termination of directorship by reason of Disability) may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares) at any time within thirty-six (36) months after the date of such termination or within the unexpired term of this option, whichever is the shorter period. As used herein, the term "Disability" shall have the same meaning given to such term in the Tandy Brands Accessories, Inc. Key Executive Disability Plan. Disability shall be determined in the sole and absolute discretion of the President and Chief Financial Officer of the Company (the "Committee"). 7. If Director dies while serving as a member of the Board, this option may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares), whether or not exercisable on the date of death of Director, at any time within thirty-six (36) months from the date of death of Director or within the unexpired term of this option, whichever is the shorter period, by the person or persons entitled to do so under Director's will or if Director fails to make testamentary disposition of this option or dies intestate, by Director's legal representative or representatives, whichever is applicable. If Director dies during either of the thirty-six (36) month periods described in Paragraphs 5 or 6 above, this option may be exercised, but only to the extent exercisable on the date of death of Director, by the person or persons described above at any time within the thirty-six (36) month period described in Paragraph 5 or 6 above, whichever is applicable, or within twelve (12) months after the date of such death, whichever is the longer period, but in no event after the expiration of the option. 8. Shares to be issued on the exercise of this option may, at the election of the Company, be either authorized and unissued shares, or shares previously issued and reacquired by the Company. 9. If, prior to the delivery of all the shares with respect to which this option is granted, there shall be any change in the outstanding Common Stock of the Company, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company's Certificate of Incorporation or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and/or kind of securities allocated to the option hereby granted, without change in the aggregate purchase price applicable to the unexercised portion of the option, but with a corresponding adjustment in the number and price for each share or other unit of any security covered by the option. Such adjustments shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and Director's legal representatives. 10. If, prior to the delivery of all the shares in respect of which this option is granted, a Change of Control (as hereinafter defined) of the Company shall occur: (a) If provision be made in writing in connection with such transaction for the assumption and continuance of the option hereby granted, or the substitution for such option of a new option covering the shares of the successor corporation, with appropriate adjustment as to number and kind of shares and prices, the option hereby granted, or the new option substituted therefor, as the case may be, shall continue in the manner and under the terms provided. (b) If provision is not made in such transaction for the continuance and assumption of the option hereby granted or for the substitution of an option covering the shares of the successor corporation, then Director shall be entitled, prior to the effective date of any such transaction to purchase the full number of shares under this option (without regard to the period of exercisability set forth in Paragraph 3) that have not at the time expired or been cancelled, failing which purchase, any unexercised portion shall be deemed cancelled as of the effective date of such transaction. All adjustments under this paragraph shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive on the Company, Director and Director's legal representatives. A "Change in Control" for purposes of this Agreement shall mean the occurrence of any of the following events: (i) any "person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act, of thirty percent (30%) or more of the outstanding shares of the Company's stock entitled to vote for the election of directors; or (ii) any shares of any class of the Company's stock are purchased pursuant to a tender of exchange offer other than an offer by the Company; or (iii) the dissolution or liquidation of the Company or the consummation of any merger or consolidation of the Company or any sale or other disposition of all or substantially all of its assets, if the stockholders of the Company immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than thirty (30%) of the voting power of the surviving or acquiring corporation. 11. Neither Director nor his legal representatives shall be or have any of the rights or privileges of a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered to Director or his legal representatives. 12. Neither the granting of this option, the exercise of any part hereof, nor any provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the service of Director as a member of the Board for any specified period. 13. Except as otherwise herein provided, this option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege conferred hereby, contrary to the provisions hereof, this option and the rights and privileges conferred hereby shall immediately become null and void. 14. The Committee shall have authority to make reasonable constructions of this option and to correct any defect or supply any omission or reconcile any inconsistency in this option, and to prescribe reasonable rules and regulations relating to the administration of this option and other similar options granted under the Plan. 15. Any notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at its main office, 690 E. Lamar Boulevard, Suite No. 200, Arlington, Texas 76011 or to such other address as may be hereafter specified by the Company, to the attention of its Secretary. All notices to Director or to any other person or persons then entitled to exercise the option shall be delivered to Director or such other person or persons at the Director's address specified below. 16. If, prior to the delivery of all of the shares with respect to which this option is granted, there shall be a merger or consolidation of the Company in which the Company is the surviving corporation and, if as a result thereof, outstanding shares of Common Stock of the Company are changed, converted or exchanged, then there shall be substituted for each share of stock subject to the option granted hereby the number, kind or amount of shares of stock or other securities or cash into which the outstanding shares of Common Stock of the Company shall be so changed, converted or exchanged as a result of such merger or consolidation. In the case of any such substitution or adjustment as provided in this paragraph, the option price referred to in this Agreement for the shares covered hereby shall be the option price for the shares or other securities or cash which shall have been substituted for the shares covered hereby or to which such shares shall have been adjusted. Any adjustment or substitutions pursuant to this paragraph shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and his legal representatives. 17. This option is non-transferable by the Director other than by will or by the laws of descent and distribution. During the Director's lifetime, the option shall be exercisable only by the Director or by the Director's duly appointed guardian or personal representative. 18. Any payment or any issuance or transfer of shares of the Common Stock to Director or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require Director and any such legal representative, heir, legatee or distributee, as a condition precedent to such payment, issuance or transfer, to execute a release and receipt therefor in such form as it shall determine. 19. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code and shall not be so construed. 20. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President effective on the date and year first above written, and Director has hereunto set his hand on the day and year specified below. TANDY BRANDS ACCESSORIES, INC. DIRECTOR By: /s/ J.S.B. Jenkins /s/ Marvin J. Girouard -------------------------- ------------------------------------ J.S.B. Jenkins, President Marvin J. Girouard 2433 Medford Court E. Fort Worth, Texas 76109 Date: 11/7/01 ------------------------------ EX-10.4 6 d96986ex10-4.txt STOCK OPTION AGREEMENT - GENE STALLINGS EXHIBIT 10.4 TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the 16th day of October, 2001, by and between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (herein called the "Company") and GENE STALLINGS (herein called the "Director"). WITNESSETH: WHEREAS, the Board of Directors of the Company (the "Board") has determined it is advisable and in the best interests of the Company and that the interests of the Company will be advanced by encouraging and enabling non-employee directors of the Company to acquire proprietary shares in the Company, thus providing them with a more direct concern in the welfare of the Company and assuring a closer identification of their interests with those of the Company; and WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate the endeavors of such directors on behalf of the Company and strengthen their desire to remain in service with the Company by adding long-term incentives for high levels of performance and for unusual efforts designed to improve the financial performance of the Company; and WHEREAS, the Board has determined it is advisable and in the best interests of the Company to provide for option grants to the non-employee directors of the Company in addition to those provided for under the Company's Non-Qualified Formula Stock Option Plan for Non-Employee Directors; and; WHEREAS, the individual above named is one of such directors; and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Company grants to Director the right and option to purchase, at the time and on the terms and conditions hereinafter set forth, 4,250 shares of the presently authorized Common Stock of the Company (the "Option Shares") at the purchase price of $25,882.50 (or $6.09 per share). 2. This option shall continue for ten (10) years from the effective date hereof, except and to the extent that such term may be reduced as provided in Paragraphs 5, 6, 7 and 10 hereof; provided, however, that if any termination date provided for herein shall fall on a Saturday, Sunday or legal holiday, then such termination date shall be deemed to be the first normal business day of the Company, at its office specified in Paragraph 15 hereof, before such Saturday, Sunday or legal holiday. 3. Except as otherwise provided herein, this option shall be exercisable and one hundred percent (100%) vested six (6) months after the effective date hereof. Under no circumstances may this option be exercised on a date later than ten (10) years from the effective date hereof. Director's right to exercise the option granted hereunder accrues only in accordance with the foregoing provisions and, except as otherwise provided herein, only to the extent that he remains in the continuous service of the Company. This option shall be exercisable during the lifetime of Director only by him, or by his duly appointed guardian or personal representative. In no event may Director or any person exercising this option pursuant to Paragraph 7 hereof exercise this option (before or after any adjustment or substitution pursuant to Paragraphs 9, 10 or 16 hereof) for a fraction of a share. 4. The option granted hereunder shall be exercised by delivering to the Secretary of the Company from time to time within the time limits specified in Paragraph 3 hereof a written notice specifying the number of vested shares Director then desires to purchase together with either: (i) a cashier's check payable in United States currency (unless a personal check shall be acceptable to such officer) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) with the prior consent of the Board, and upon receipt of all regulatory approvals, certificates for Common Stock of the Company, valued at the Fair Market Value (as hereinafter defined) of such Common Stock on the date of exercise of this option, as payment of all or any portion of the option price for such number of shares; and (iii) such other instruments or agreements duly signed by Director as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state security laws or any requirement of any national securities exchange or market system on which such stock may be traded. As used herein, the term "Fair Market Value" on any date shall mean the closing price of the Common Stock as reported by the Nasdaq National Market System on such date or, if no reported sale of the Stock shall have occurred on such date, then the closing price of the Stock as reported by the Nasdaq National Market System on the next preceding date on which there was such a reported sale. As soon as practicable after any such exercise of the option in whole or in part by Director, the Company will deliver to Director at Director's address, as set forth below, a certificate for the number of shares with respect to which the option shall have been so exercised, issued in Director's name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company's Transfer Agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of the Act or any state securities laws. 5. (a) If the directorship of Director is terminated for any reason other than (i) Disability (as hereinafter defined) of Director, (ii) death of Director, or (iii) on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate (as hereinafter defined), then Director shall have the right at any time within thirty-six (36) months after the termination of such directorship or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof (except as to the issuance of fractional shares), but only to the extent this option was exercisable on the date of such termination. For purposes of this Agreement, the term "Affiliate" shall mean any entity in which the Company directly or indirectly owns twenty-five percent (25%) or more of the total combined voting power or value of all classes of stock or, in the case of an unincorporated entity, a twenty-five percent (25%) or more interest in the capital and profits. (b) If the directorship of Director is terminated on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate, then his rights under the option granted hereunder shall terminate immediately. 6. If Director's directorship is terminated by reason of Disability, this option (whether or not exercisable on the date of Director's termination of directorship by reason of Disability) may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares) at any time within thirty-six (36) months after the date of such termination or within the unexpired term of this option, whichever is the shorter period. As used herein, the term "Disability" shall have the same meaning given to such term in the Tandy Brands Accessories, Inc. Key Executive Disability Plan. Disability shall be determined in the sole and absolute discretion of the President and Chief Financial Officer of the Company (the "Committee"). 7. If Director dies while serving as a member of the Board, this option may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares), whether or not exercisable on the date of death of Director, at any time within thirty-six (36) months from the date of death of Director or within the unexpired term of this option, whichever is the shorter period, by the person or persons entitled to do so under Director's will or if Director fails to make testamentary disposition of this option or dies intestate, by Director's legal representative or representatives, whichever is applicable. If Director dies during either of the thirty-six (36) month periods described in Paragraphs 5 or 6 above, this option may be exercised, but only to the extent exercisable on the date of death of Director, by the person or persons described above at any time within the thirty-six (36) month period described in Paragraph 5 or 6 above, whichever is applicable, or within twelve (12) months after the date of such death, whichever is the longer period, but in no event after the expiration of the option. 8. Shares to be issued on the exercise of this option may, at the election of the Company, be either authorized and unissued shares, or shares previously issued and reacquired by the Company. 9. If, prior to the delivery of all the shares with respect to which this option is granted, there shall be any change in the outstanding Common Stock of the Company, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company's Certificate of Incorporation or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and/or kind of securities allocated to the option hereby granted, without change in the aggregate purchase price applicable to the unexercised portion of the option, but with a corresponding adjustment in the number and price for each share or other unit of any security covered by the option. Such adjustments shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and Director's legal representatives. 10. If, prior to the delivery of all the shares in respect of which this option is granted, a Change of Control (as hereinafter defined) of the Company shall occur: (a) If provision be made in writing in connection with such transaction for the assumption and continuance of the option hereby granted, or the substitution for such option of a new option covering the shares of the successor corporation, with appropriate adjustment as to number and kind of shares and prices, the option hereby granted, or the new option substituted therefor, as the case may be, shall continue in the manner and under the terms provided. (b) If provision is not made in such transaction for the continuance and assumption of the option hereby granted or for the substitution of an option covering the shares of the successor corporation, then Director shall be entitled, prior to the effective date of any such transaction to purchase the full number of shares under this option (without regard to the period of exercisability set forth in Paragraph 3) that have not at the time expired or been cancelled, failing which purchase, any unexercised portion shall be deemed cancelled as of the effective date of such transaction. All adjustments under this paragraph shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive on the Company, Director and Director's legal representatives. A "Change in Control" for purposes of this Agreement shall mean the occurrence of any of the following events: (i) any "person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act, of thirty percent (30%) or more of the outstanding shares of the Company's stock entitled to vote for the election of directors; or (ii) any shares of any class of the Company's stock are purchased pursuant to a tender of exchange offer other than an offer by the Company; or (iii) the dissolution or liquidation of the Company or the consummation of any merger or consolidation of the Company or any sale or other disposition of all or substantially all of its assets, if the stockholders of the Company immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than thirty (30%) of the voting power of the surviving or acquiring corporation. 11. Neither Director nor his legal representatives shall be or have any of the rights or privileges of a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered to Director or his legal representatives. 12. Neither the granting of this option, the exercise of any part hereof, nor any provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the service of Director as a member of the Board for any specified period. 13. Except as otherwise herein provided, this option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege conferred hereby, contrary to the provisions hereof, this option and the rights and privileges conferred hereby shall immediately become null and void. 14. The Committee shall have authority to make reasonable constructions of this option and to correct any defect or supply any omission or reconcile any inconsistency in this option, and to prescribe reasonable rules and regulations relating to the administration of this option and other similar options granted under the Plan. 15. Any notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at its main office, 690 E. Lamar Boulevard, Suite No. 200, Arlington, Texas 76011 or to such other address as may be hereafter specified by the Company, to the attention of its Secretary. All notices to Director or to any other person or persons then entitled to exercise the option shall be delivered to Director or such other person or persons at the Director's address specified below. 16. If, prior to the delivery of all of the shares with respect to which this option is granted, there shall be a merger or consolidation of the Company in which the Company is the surviving corporation and, if as a result thereof, outstanding shares of Common Stock of the Company are changed, converted or exchanged, then there shall be substituted for each share of stock subject to the option granted hereby the number, kind or amount of shares of stock or other securities or cash into which the outstanding shares of Common Stock of the Company shall be so changed, converted or exchanged as a result of such merger or consolidation. In the case of any such substitution or adjustment as provided in this paragraph, the option price referred to in this Agreement for the shares covered hereby shall be the option price for the shares or other securities or cash which shall have been substituted for the shares covered hereby or to which such shares shall have been adjusted. Any adjustment or substitutions pursuant to this paragraph shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and his legal representatives. 17. This option is non-transferable by the Director other than by will or by the laws of descent and distribution. During the Director's lifetime, the option shall be exercisable only by the Director or by the Director's duly appointed guardian or personal representative. 18. Any payment or any issuance or transfer of shares of the Common Stock to Director or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require Director and any such legal representative, heir, legatee or distributee, as a condition precedent to such payment, issuance or transfer, to execute a release and receipt therefor in such form as it shall determine. 19. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code and shall not be so construed. 20. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President effective on the date and year first above written, and Director has hereunto set his hand on the day and year specified below. TANDY BRANDS ACCESSORIES, INC. DIRECTOR By: /s/ J.S.B. Jenkins /s/ Gene Stallings -------------------------- ------------------------------------ J.S.B. Jenkins, President Gene Stallings Hike-Away Ranch Route 2, Box 241-1 Powderly, Texas 75473 Date: 11/19/01 ------------------------------ EX-10.5 7 d96986ex10-5.txt STOCK OPTION AGREEMENT - ROGER R. HEMMINGHAUS EXHIBIT 10.5 TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the 16th day of October, 2001, by and between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (herein called the "Company") and ROGER R. HEMMINGHAUS (herein called the "Director"). WITNESSETH: WHEREAS, the Board of Directors of the Company (the "Board") has determined it is advisable and in the best interests of the Company and that the interests of the Company will be advanced by encouraging and enabling non-employee directors of the Company to acquire proprietary shares in the Company, thus providing them with a more direct concern in the welfare of the Company and assuring a closer identification of their interests with those of the Company; and WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate the endeavors of such directors on behalf of the Company and strengthen their desire to remain in service with the Company by adding long-term incentives for high levels of performance and for unusual efforts designed to improve the financial performance of the Company; and WHEREAS, the Board has determined it is advisable and in the best interests of the Company to provide for option grants to the non-employee directors of the Company in addition to those provided for under the Company's Non-Qualified Formula Stock Option Plan for Non-Employee Directors; and; WHEREAS, the individual above named is one of such directors; and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Company grants to Director the right and option to purchase, at the time and on the terms and conditions hereinafter set forth, 2,500 shares of the presently authorized Common Stock of the Company (the "Option Shares") at the purchase price of $15,225.00 (or $6.09 per share). 2. This option shall continue for ten (10) years from the effective date hereof, except and to the extent that such term may be reduced as provided in Paragraphs 5, 6, 7 and 10 hereof; provided, however, that if any termination date provided for herein shall fall on a Saturday, Sunday or legal holiday, then such termination date shall be deemed to be the first normal business day of the Company, at its office specified in Paragraph 15 hereof, before such Saturday, Sunday or legal holiday. 3. Except as otherwise provided herein, this option shall be exercisable and one hundred percent (100%) vested six (6) months after the effective date hereof. Under no circumstances may this option be exercised on a date later than ten (10) years from the effective date hereof. Director's right to exercise the option granted hereunder accrues only in accordance with the foregoing provisions and, except as otherwise provided herein, only to the extent that he remains in the continuous service of the Company. This option shall be exercisable during the lifetime of Director only by him, or by his duly appointed guardian or personal representative. In no event may Director or any person exercising this option pursuant to Paragraph 7 hereof exercise this option (before or after any adjustment or substitution pursuant to Paragraphs 9, 10 or 16 hereof) for a fraction of a share. 4. The option granted hereunder shall be exercised by delivering to the Secretary of the Company from time to time within the time limits specified in Paragraph 3 hereof a written notice specifying the number of vested shares Director then desires to purchase together with either: (i) a cashier's check payable in United States currency (unless a personal check shall be acceptable to such officer) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) with the prior consent of the Board, and upon receipt of all regulatory approvals, certificates for Common Stock of the Company, valued at the Fair Market Value (as hereinafter defined) of such Common Stock on the date of exercise of this option, as payment of all or any portion of the option price for such number of shares; and (iii) such other instruments or agreements duly signed by Director as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state security laws or any requirement of any national securities exchange or market system on which such stock may be traded. As used herein, the term "Fair Market Value" on any date shall mean the closing price of the Common Stock as reported by the Nasdaq National Market System on such date or, if no reported sale of the Stock shall have occurred on such date, then the closing price of the Stock as reported by the Nasdaq National Market System on the next preceding date on which there was such a reported sale. As soon as practicable after any such exercise of the option in whole or in part by Director, the Company will deliver to Director at Director's address, as set forth below, a certificate for the number of shares with respect to which the option shall have been so exercised, issued in Director's name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company's Transfer Agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of the Act or any state securities laws. 5. (a) If the directorship of Director is terminated for any reason other than (i) Disability (as hereinafter defined) of Director, (ii) death of Director, or (iii) on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate (as hereinafter defined), then Director shall have the right at any time within thirty-six (36) months after the termination of such directorship or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof (except as to the issuance of fractional shares), but only to the extent this option was exercisable on the date of such termination. For purposes of this Agreement, the term "Affiliate" shall mean any entity in which the Company directly or indirectly owns twenty-five percent (25%) or more of the total combined voting power or value of all classes of stock or, in the case of an unincorporated entity, a twenty-five percent (25%) or more interest in the capital and profits. (b) If the directorship of Director is terminated on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate, then his rights under the option granted hereunder shall terminate immediately. 6. If Director's directorship is terminated by reason of Disability, this option (whether or not exercisable on the date of Director's termination of directorship by reason of Disability) may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares) at any time within thirty-six (36) months after the date of such termination or within the unexpired term of this option, whichever is the shorter period. As used herein, the term "Disability" shall have the same meaning given to such term in the Tandy Brands Accessories, Inc. Key Executive Disability Plan. Disability shall be determined in the sole and absolute discretion of the President and Chief Financial Officer of the Company (the "Committee"). 7. If Director dies while serving as a member of the Board, this option may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares), whether or not exercisable on the date of death of Director, at any time within thirty-six (36) months from the date of death of Director or within the unexpired term of this option, whichever is the shorter period, by the person or persons entitled to do so under Director's will or if Director fails to make testamentary disposition of this option or dies intestate, by Director's legal representative or representatives, whichever is applicable. If Director dies during either of the thirty-six (36) month periods described in Paragraphs 5 or 6 above, this option may be exercised, but only to the extent exercisable on the date of death of Director, by the person or persons described above at any time within the thirty-six (36) month period described in Paragraph 5 or 6 above, whichever is applicable, or within twelve (12) months after the date of such death, whichever is the longer period, but in no event after the expiration of the option. 8. Shares to be issued on the exercise of this option may, at the election of the Company, be either authorized and unissued shares, or shares previously issued and reacquired by the Company. 9. If, prior to the delivery of all the shares with respect to which this option is granted, there shall be any change in the outstanding Common Stock of the Company, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company's Certificate of Incorporation or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and/or kind of securities allocated to the option hereby granted, without change in the aggregate purchase price applicable to the unexercised portion of the option, but with a corresponding adjustment in the number and price for each share or other unit of any security covered by the option. Such adjustments shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and Director's legal representatives. 10. If, prior to the delivery of all the shares in respect of which this option is granted, a Change of Control (as hereinafter defined) of the Company shall occur: (a) If provision be made in writing in connection with such transaction for the assumption and continuance of the option hereby granted, or the substitution for such option of a new option covering the shares of the successor corporation, with appropriate adjustment as to number and kind of shares and prices, the option hereby granted, or the new option substituted therefor, as the case may be, shall continue in the manner and under the terms provided. (b) If provision is not made in such transaction for the continuance and assumption of the option hereby granted or for the substitution of an option covering the shares of the successor corporation, then Director shall be entitled, prior to the effective date of any such transaction to purchase the full number of shares under this option (without regard to the period of exercisability set forth in Paragraph 3) that have not at the time expired or been cancelled, failing which purchase, any unexercised portion shall be deemed cancelled as of the effective date of such transaction. All adjustments under this paragraph shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive on the Company, Director and Director's legal representatives. A "Change in Control" for purposes of this Agreement shall mean the occurrence of any of the following events: (i) any "person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act, of thirty percent (30%) or more of the outstanding shares of the Company's stock entitled to vote for the election of directors; or (ii) any shares of any class of the Company's stock are purchased pursuant to a tender of exchange offer other than an offer by the Company; or (iii) the dissolution or liquidation of the Company or the consummation of any merger or consolidation of the Company or any sale or other disposition of all or substantially all of its assets, if the stockholders of the Company immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than thirty (30%) of the voting power of the surviving or acquiring corporation. 11. Neither Director nor his legal representatives shall be or have any of the rights or privileges of a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered to Director or his legal representatives. 12. Neither the granting of this option, the exercise of any part hereof, nor any provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the service of Director as a member of the Board for any specified period. 13. Except as otherwise herein provided, this option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege conferred hereby, contrary to the provisions hereof, this option and the rights and privileges conferred hereby shall immediately become null and void. 14. The Committee shall have authority to make reasonable constructions of this option and to correct any defect or supply any omission or reconcile any inconsistency in this option, and to prescribe reasonable rules and regulations relating to the administration of this option and other similar options granted under the Plan. 15. Any notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at its main office, 690 E. Lamar Boulevard, Suite No. 200, Arlington, Texas 76011 or to such other address as may be hereafter specified by the Company, to the attention of its Secretary. All notices to Director or to any other person or persons then entitled to exercise the option shall be delivered to Director or such other person or persons at the Director's address specified below. 16. If, prior to the delivery of all of the shares with respect to which this option is granted, there shall be a merger or consolidation of the Company in which the Company is the surviving corporation and, if as a result thereof, outstanding shares of Common Stock of the Company are changed, converted or exchanged, then there shall be substituted for each share of stock subject to the option granted hereby the number, kind or amount of shares of stock or other securities or cash into which the outstanding shares of Common Stock of the Company shall be so changed, converted or exchanged as a result of such merger or consolidation. In the case of any such substitution or adjustment as provided in this paragraph, the option price referred to in this Agreement for the shares covered hereby shall be the option price for the shares or other securities or cash which shall have been substituted for the shares covered hereby or to which such shares shall have been adjusted. Any adjustment or substitutions pursuant to this paragraph shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and his legal representatives. 17. This option is non-transferable by the Director other than by will or by the laws of descent and distribution. During the Director's lifetime, the option shall be exercisable only by the Director or by the Director's duly appointed guardian or personal representative. 18. Any payment or any issuance or transfer of shares of the Common Stock to Director or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require Director and any such legal representative, heir, legatee or distributee, as a condition precedent to such payment, issuance or transfer, to execute a release and receipt therefor in such form as it shall determine. 19. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code and shall not be so construed. 20. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President effective on the date and year first above written, and Director has hereunto set his hand on the day and year specified below. TANDY BRANDS ACCESSORIES, INC. DIRECTOR By: /s/ J.S.B. Jenkins /s/ Roger R. Hemminghaus -------------------------- ------------------------------------ J.S.B. Jenkins, President Roger R. Hemminghaus 28136 Aqueduct Lane Fair Oaks Ranch, Texas 78015 Date: 11/15/01 ------------------------------ EX-10.6 8 d96986ex10-6.txt STOCK OPTION AGREEMENT - COLOMBE M. NICHOLAS EXHIBIT 10.6 TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS This NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into effective as of the 16th day of October, 2001, by and between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (herein called the "Company") and COLOMBE M. NICHOLAS (herein called the "Director"). WITNESSETH: WHEREAS, the Board of Directors of the Company (the "Board") has determined it is advisable and in the best interests of the Company and that the interests of the Company will be advanced by encouraging and enabling non-employee directors of the Company to acquire proprietary shares in the Company, thus providing them with a more direct concern in the welfare of the Company and assuring a closer identification of their interests with those of the Company; and WHEREAS, the Board believes that the acquisition of such an interest in the Company will stimulate the endeavors of such directors on behalf of the Company and strengthen their desire to remain in service with the Company by adding long-term incentives for high levels of performance and for unusual efforts designed to improve the financial performance of the Company; and WHEREAS, the Board has determined it is advisable and in the best interests of the Company to provide for option grants to the non-employee directors of the Company in addition to those provided for under the Company's Non-Qualified Formula Stock Option Plan for Non-Employee Directors; and; WHEREAS, the individual above named is one of such directors; and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 1. Company grants to Director the right and option to purchase, at the time and on the terms and conditions hereinafter set forth, 4,000 shares of the presently authorized Common Stock of the Company (the "Option Shares") at the purchase price of $24,360.00 (or $6.09 per share). 2. This option shall continue for ten (10) years from the effective date hereof, except and to the extent that such term may be reduced as provided in Paragraphs 5, 6, 7 and 10 hereof; provided, however, that if any termination date provided for herein shall fall on a Saturday, Sunday or legal holiday, then such termination date shall be deemed to be the first normal business day of the Company, at its office specified in Paragraph 15 hereof, before such Saturday, Sunday or legal holiday. 3. Except as otherwise provided herein, this option shall be exercisable and one hundred percent (100%) vested six (6) months after the effective date hereof. Under no circumstances may this option be exercised on a date later than ten (10) years from the effective date hereof. Director's right to exercise the option granted hereunder accrues only in accordance with the foregoing provisions and, except as otherwise provided herein, only to the extent that she remains in the continuous service of the Company. This option shall be exercisable during the lifetime of Director only by her, or by her duly appointed guardian or personal representative. In no event may Director or any person exercising this option pursuant to Paragraph 7 hereof exercise this option (before or after any adjustment or substitution pursuant to Paragraphs 9, 10 or 16 hereof) for a fraction of a share. 4. The option granted hereunder shall be exercised by delivering to the Secretary of the Company from time to time within the time limits specified in Paragraph 3 hereof a written notice specifying the number of vested shares Director then desires to purchase together with either: (i) a cashier's check payable in United States currency (unless a personal check shall be acceptable to such officer) to the order of the Company for an amount equal to the option price for such number of shares; or (ii) with the prior consent of the Board, and upon receipt of all regulatory approvals, certificates for Common Stock of the Company, valued at the Fair Market Value (as hereinafter defined) of such Common Stock on the date of exercise of this option, as payment of all or any portion of the option price for such number of shares; and (iii) such other instruments or agreements duly signed by Director as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Securities Act of 1933, as amended (the "Act"), any appropriate state security laws or any requirement of any national securities exchange or market system on which such stock may be traded. As used herein, the term "Fair Market Value" on any date shall mean the closing price of the Common Stock as reported by the Nasdaq National Market System on such date or, if no reported sale of the Stock shall have occurred on such date, then the closing price of the Stock as reported by the Nasdaq National Market System on the next preceding date on which there was such a reported sale. As soon as practicable after any such exercise of the option in whole or in part by Director, the Company will deliver to Director at Director's address, as set forth below, a certificate for the number of shares with respect to which the option shall have been so exercised, issued in Director's name. Such stock certificate shall carry such appropriate legend, and such written instructions shall be given to the Company's Transfer Agent, as may be deemed necessary or advisable by counsel for the Company to satisfy the requirements of the Act or any state securities laws. 5. (a) If the directorship of Director is terminated for any reason other than (i) Disability (as hereinafter defined) of Director, (ii) death of Director, or (iii) on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate (as hereinafter defined), then Director shall have the right at any time within thirty-six (36) months after the termination of such directorship or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares or any portion thereof (except as to the issuance of fractional shares), but only to the extent this option was exercisable on the date of such termination. For purposes of this Agreement, the term "Affiliate" shall mean any entity in which the Company directly or indirectly owns twenty-five percent (25%) or more of the total combined voting power or value of all classes of stock or, in the case of an unincorporated entity, a twenty-five percent (25%) or more interest in the capital and profits. (b) If the directorship of Director is terminated on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate, then her rights under the option granted hereunder shall terminate immediately. 6. If Director's directorship is terminated by reason of Disability, this option (whether or not exercisable on the date of Director's termination of directorship by reason of Disability) may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares) at any time within thirty-six (36) months after the date of such termination or within the unexpired term of this option, whichever is the shorter period. As used herein, the term "Disability" shall have the same meaning given to such term in the Tandy Brands Accessories, Inc. Key Executive Disability Plan. Disability shall be determined in the sole and absolute discretion of the President and Chief Financial Officer of the Company (the "Committee"). 7. If Director dies while serving as a member of the Board, this option may be exercised in full, or to the extent of any part thereof (except as to the issuance of fractional shares), whether or not exercisable on the date of death of Director, at any time within thirty-six (36) months from the date of death of Director or within the unexpired term of this option, whichever is the shorter period, by the person or persons entitled to do so under Director's will or if Director fails to make testamentary disposition of this option or dies intestate, by Director's legal representative or representatives, whichever is applicable. If Director dies during either of the thirty-six (36) month periods described in Paragraphs 5 or 6 above, this option may be exercised, but only to the extent exercisable on the date of death of Director, by the person or persons described above at any time within the thirty-six (36) month period described in Paragraph 5 or 6 above, whichever is applicable, or within twelve (12) months after the date of such death, whichever is the longer period, but in no event after the expiration of the option. 8. Shares to be issued on the exercise of this option may, at the election of the Company, be either authorized and unissued shares, or shares previously issued and reacquired by the Company. 9. If, prior to the delivery of all the shares with respect to which this option is granted, there shall be any change in the outstanding Common Stock of the Company, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company's Certificate of Incorporation or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and/or kind of securities allocated to the option hereby granted, without change in the aggregate purchase price applicable to the unexercised portion of the option, but with a corresponding adjustment in the number and price for each share or other unit of any security covered by the option. Such adjustments shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and Director's legal representatives. 10. If, prior to the delivery of all the shares in respect of which this option is granted, a Change of Control (as hereinafter defined) of the Company shall occur: (a) If provision be made in writing in connection with such transaction for the assumption and continuance of the option hereby granted, or the substitution for such option of a new option covering the shares of the successor corporation, with appropriate adjustment as to number and kind of shares and prices, the option hereby granted, or the new option substituted therefor, as the case may be, shall continue in the manner and under the terms provided. (b) If provision is not made in such transaction for the continuance and assumption of the option hereby granted or for the substitution of an option covering the shares of the successor corporation, then Director shall be entitled, prior to the effective date of any such transaction to purchase the full number of shares under this option (without regard to the period of exercisability set forth in Paragraph 3) that have not at the time expired or been cancelled, failing which purchase, any unexercised portion shall be deemed cancelled as of the effective date of such transaction. All adjustments under this paragraph shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive on the Company, Director and Director's legal representatives. A "Change in Control" for purposes of this Agreement shall mean the occurrence of any of the following events: (i) any "person" or "group" of persons, as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") other than any employee benefit plan sponsored by the Company, becomes the "beneficial owner", as such term is used in Section 13 of the Exchange Act, of thirty percent (30%) or more of the outstanding shares of the Company's stock entitled to vote for the election of directors; or (ii) any shares of any class of the Company's stock are purchased pursuant to a tender of exchange offer other than an offer by the Company; or (iii) the dissolution or liquidation of the Company or the consummation of any merger or consolidation of the Company or any sale or other disposition of all or substantially all of its assets, if the stockholders of the Company immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than thirty (30%) of the voting power of the surviving or acquiring corporation. 11. Neither Director nor her legal representatives shall be or have any of the rights or privileges of a shareholder of the Company with respect to any of the shares issuable upon the exercise of this option unless and until certificates representing such shares shall have been issued and delivered to Director or her legal representatives. 12. Neither the granting of this option, the exercise of any part hereof, nor any provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company to continue the service of Director as a member of the Board for any specified period. 13. Except as otherwise herein provided, this option and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or any right or privilege conferred hereby, contrary to the provisions hereof, this option and the rights and privileges conferred hereby shall immediately become null and void. 14. The Committee shall have authority to make reasonable constructions of this option and to correct any defect or supply any omission or reconcile any inconsistency in this option, and to prescribe reasonable rules and regulations relating to the administration of this option and other similar options granted under the Plan. 15. Any notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at its main office, 690 E. Lamar Boulevard, Suite No. 200, Arlington, Texas 76011 or to such other address as may be hereafter specified by the Company, to the attention of its Secretary. All notices to Director or to any other person or persons then entitled to exercise the option shall be delivered to Director or such other person or persons at the Director's address specified below. 16. If, prior to the delivery of all of the shares with respect to which this option is granted, there shall be a merger or consolidation of the Company in which the Company is the surviving corporation and, if as a result thereof, outstanding shares of Common Stock of the Company are changed, converted or exchanged, then there shall be substituted for each share of stock subject to the option granted hereby the number, kind or amount of shares of stock or other securities or cash into which the outstanding shares of Common Stock of the Company shall be so changed, converted or exchanged as a result of such merger or consolidation. In the case of any such substitution or adjustment as provided in this paragraph, the option price referred to in this Agreement for the shares covered hereby shall be the option price for the shares or other securities or cash which shall have been substituted for the shares covered hereby or to which such shares shall have been adjusted. Any adjustment or substitutions pursuant to this paragraph shall be made by the Committee, whose determination in the matter shall be conclusive and binding on the Company, Director and her legal representatives. 17. This option is non-transferable by the Director other than by will or by the laws of descent and distribution. During the Director's lifetime, the option shall be exercisable only by the Director or by the Director's duly appointed guardian or personal representative. 18. Any payment or any issuance or transfer of shares of the Common Stock to Director or to her legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board may require Director and any such legal representative, heir, legatee or distributee, as a condition precedent to such payment, issuance or transfer, to execute a release and receipt therefor in such form as it shall determine. 19. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code and shall not be so construed. 20. This Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of law. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name by its President effective on the date and year first above written, and Director has hereunto set her hand on the day and year specified below. TANDY BRANDS ACCESSORIES, INC. DIRECTOR By: /s/ J.S.B. Jenkins /s/ Colombe M. Nicholas -------------------------- ------------------------------------ J.S.B. Jenkins, President Colombe M. Nicholas 55 Hudson Street, Apt. 10D New York, New York 10013 Date: 11/13/01 ------------------------------ EX-23.1 9 d96986ex23-1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Tandy Brands Accessories, Inc. 1997 Employee Stock Option Plan, as amended, and the Nonqualified Stock Option Agreements for Non-Employee Directors of our reports dated August 10, 2001, with respect to the consolidated financial statements of Tandy Brands Accessories, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 2001, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Fort Worth, Texas May 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----