8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report:
(Date of earliest event reported)

April 18, 2006

____________________________

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in charter)

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

690 East Lamar Blvd., Suite 200
Arlington, Texas 76011
(Address of principal executive offices and zip code)

(817) 265-4113
(Registrant’s telephone
number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

     (a) Executive Officer and Board of Director Compensation

     On April 18, 2006, the Board of Directors of Tandy Brands Accessories, Inc. (the “Company”), upon recommendation of the Compensation Committee, determined that the salaries for fiscal 2007 for our President and Chief Executive Officer, our Chief Financial Officer and our Vice President of Operations would remain at the levels established for fiscal 2006. The Board also determined not to grant any equity compensation awards to such officers based on the Company’s financial performance for fiscal 2006. Information regarding the base salaries for our President and Chief Executive Officer, our Chief Financial Officer and Vice President of Operations is set forth in Exhibit 10.1 and is incorporated herein by reference.

     A summary of the manner in which cash bonuses are determined is set forth in Exhibit 10.2 and is incorporated herein by reference. Due to the Company’s financial results, no bonuses will be paid to our executive officers for fiscal 2006.

     The Board also approved the annual cash compensation for our non-employee directors for fiscal 2007. The Board determined not to grant equity awards to the non-employee directors based on the Company’s financial performance for fiscal 2006.

     (b) Amendment to Credit Agreement

     Effective as of April 19, 2006, the Company entered into the Fifth Amendment (the “Fifth Amendment”) to its Credit Agreement dated as of June 27, 2001, as amended by the First Amendment to Credit Agreement, dated as of June 28, 2002, the Second Amendment to Credit Agreement, dated as of June 26, 2003, the Third Amendment to Credit Agreement, dated as of August 26, 2004, and the Fourth Amendment to Credit Agreement, dated as of September 30, 2005 (as amended through the Fourth Amendment, the “Credit Agreement”), with Wells Fargo HSBC Trade Bank, N.A., Wells Fargo Bank, N.A., Comerica Bank, JPMorgan Chase Bank, and Bank of America, N.A.

     Material terms of the Fifth Amendment include, among other things, amending the definition of EBITDA to exclude certain write-offs expected to be incurred in connection with the Company’s discontinuing certain women’s product categories; increasing the leverage covenant for the first quarter of fiscal 2007; decreasing the Company’s acquisition basket; amending the fixed charge coverage calculation to exclude certain implied principal payments on outstanding amounts under the revolver; and locking the pricing for the facility and the commitment fee until the receipt and review of the financial statements of the Company for the fiscal quarter ending December 31, 2006.

Item 9.01(c) Exhibits.

Exhibit 10.1  Summary of Fiscal 2007 and 2006 Annual Base Salaries and Equity Awards for the Executive Officers of Tandy Brands Accessories, Inc.

2

	Summary of Fiscal 2007 Annual Cash Compensation and Equity Awards for the Non-Employee Members of the Board of Directors of Tandy Brands Accessories, Inc.
Exhibit 10.2	Tandy Brands Accessories, Inc. Bonus Plan Description

SIGNATURES

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

	TANDY BRANDS ACCESSORIES, INC.
Date: April 24, 2006	By:	/s/ J.S.B. Jenkins
		J.S.B. Jenkins
		President and Chief Executive Officer

3

EX-10.1

Exhibit 10.1

Executive Officer Compensation Summary — Fiscal 2007 and 2006

		Shares of	Shares Underlying
	Base Salary	Restricted Stock	Stock Options
Executive Officer	($)	(#)*	(#)*
J.S.B. Jenkins President and Chief Executive Officer	2007 – $508,800 2006 – $508,800	2007 – 0 2006 – 14,818	2007 – 0 2006 – 24,534
Mark J. Flaherty  Chief Financial Officer,  Treasurer and Assistant Secretary	2007 – $187,500 2006 – $187,500	2007 – 0 2006 – 6,270	2007 – 0 2006 – 10,381
David Lawhon Vice President of Operations	2007 – $180,000 2006 – $180,000	2007 – 0 2006 – 2,467	2007 – 0 2006 – 1,490

* All equity grants are based on the Company’s financial performance for the prior fiscal year.

Non-Employee Director Compensation Summary — Fiscal 2007

			Board and Committee	Shares of		Shares Underlying
Annual Retainer			Meetings Fees	Restricted Stock		Stock Options
($)			($)	(#)		(#)
Board Member (other than the Chairman of the			Audit Committee:	Continuing		Continuing
Board):	$	25,000	$2,000 per meeting	Board Member:	0	Board Member:	0
Audit Committee			Board and Other	New Board Member:	N/A	New Board Member:	N/A
Chairperson:	$	7,500	Committees: $1,500
			per meeting
Other Committee Chairpersons:	$	5,000		Chairman of the Board:	0	Chairman of the Board:	0
Chairman of the Board:	$	53,000		New Chairman of the Board:	N/A	New Chairman of the Board:	N/A

EX-10.2

Exhibit 10.2

Tandy Brands Accessories, Inc.
Summary of Incentive Bonus Plan for Executive Officers

     The Compensation Committee reviews executive officer compensation and recommends a compensation plan for adoption by the Board of Directors annually. As noted in the Form 8-K to which this description is an Exhibit, no bonuses will be paid to executive officers of the Company for the fiscal year ending June 30, 2006. Under the plan recommended for the fiscal year ending June 30, 2007, potential bonuses are set at performance levels that, in the judgment of the Compensation Committee and the Board of Directors, will facilitate the Company’s growth. The annual incentive bonus calculation is based upon individual executive officer payout percentages, established by the Compensation Committee and approved by the Board, ranging from 31% to 75% of base salary for each executive officer based on the achievement of 100% of the pre-tax net income set forth in the original plan for the fiscal year, as approved by the Board. Additionally, a minimum level for bonus payout is established at 70% of the pre-tax net income set forth in the Company’s original plan for the fiscal year, pursuant to which no bonuses will be paid if the Company’s pre-tax net income is below this threshold for such fiscal year.