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

On January 20, 2009, Tandy Brands Accessories, Inc. (the "Company") announced an organizational restructuring plan designed to focus the Company's product development efforts, build critical capabilities, increase flexibility to better serve its retail partners' needs and reduce operating expenses (the "Corporate Restructuring"). As reported on the Company's Form 8-K filed on January 23, 2009, in connection with the Corporate Restructuring, the Company eliminated the position of President - Women's Division, which resulted in the termination of Jane A. Batts' employment with the Company on January 19, 2009.

The Company has entered into a Separation Agreement and Release of Claims with Ms. Batts, effective February 4, 2009 (the "Agreement"). Pursuant to the Agreement, and as previously agreed when Ms. Batts joined the Company, the Company will pay Ms. Batts twenty-six (26) weeks of her current base salary (approximately $120,000) over the next six months in an effort to ease the transition into different employment. In exchange for the foregoing separation benefit, Ms. Batts agreed to waive and release any and all claims that she may have against the Company and agreed to standard terms, including confidentiality, non-disparagement and non-solicitation provisions, among other terms.

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