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

On December 19, 2008, the Board of Directors of Tandy Brands Accessories, Inc. (the "Company"), upon recommendation of the Company's Compensation Committee, approved the Company's fiscal 2009 management incentive plan, pursuant to which cash bonuses for the Company's executive officers will be determined for fiscal 2009. A summary of the manner in which cash bonuses are to be determined under the management incentive plan is set forth in Exhibit 10.1 and is incorporated herein by reference.

Upon recommendation of the Company's Compensation Committee, the Board of Directors also approved the Company's 2009 long-term incentive program, pursuant to which performance units will be awarded to certain of the Company's executive officers for the performance period beginning January 1, 2009 and ending June 30, 2011. A summary of the 2009 long-term incentive program is set forth in Exhibit 10.2 and is incorporated herein by reference. All awards issued pursuant to this program are made under the Company's 2002 Omnibus Plan.

Item 8.01 Other Events.

In light of the ongoing decline in economic conditions and in an effort to preserve capital and enhance the Company's financial flexibility, on December 12, 2008, the Company's Board of Directors voted to suspend the Company's quarterly cash dividend. As a result, no quarterly dividend will be paid for the second quarter of fiscal 2009. The Board will reassess the dividend suspension on an ongoing basis.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Summary of Fiscal 2009 Management Incentive Plan for Tandy Brands Accessories, Inc. Exhibit 10.2 Summary of 2009 Long-Term Incentive Program for Tandy Brands Accessories, Inc.

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