Common use of Governing Instrument and Law Clause in Contracts

Governing Instrument and Law. This Agreement and any Restricted Shares issued hereunder shall in all respects be governed by the terms and provisions of the Plan, which terms and provisions are hereby incorporated herein by reference, and by the laws of the State of Texas, and in the event of a conflict between the terms of this Agreement and the terms of the Plan (copy attached), the terms of the Plan shall control. TANDY BRANDS ACCESSORIES, INC. By: _____________________________________ J.S.B. ▇▇▇▇▇▇▇ President and Chief Executive Officer Agreed and Accepted: EMPLOYEE(1) _________________________________________ _________________________________________ Address:_________________________________ ___________________________________ ___________________________________ ------------ (1) I have received, completed, executed and retained the I.R.C. Section 83(b) election that was attached hereto as Exhibit B. As set forth in Section 11 above, I understand that I, and not the Company, will be responsible for completing the form and filing the election with the appropriate office of the federal and state tax authorities and that if such filing is not completed within thirty (30) days after the date of this Agreement, I will forfeit the significant tax benefits of Section 83(b). I understand further that such filing should be made by registered or certified mail, return receipt requested, and that I must retain two (2) copies of the completed form for filing with my state and federal tax returns for the current tax year and an additional copy for my records. EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (the "Company"), ______________________ (_________) shares of the common stock of the Company standing in the name of _________________ on the books of the Company represented by Certificate No. __________ herewith and does hereby irrevocably constitute and appoint the Assistant Secretary of the Company Attorney-in-Fact to transfer the said stock on the books of the within named Company with full power of substitution and resubstitution in the premises. Dated:______________ _________________________________ _______________________________ (Signature) (Signature of Spouse, if any) _________________________________ _______________________________ (Print Name) (Print Name) EXHIBIT B FORM OF 83(B) ELECTION The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income for the current taxable year, the amount of any compensation taxable to him or her in connection with his or her receipt of the property described below: (1) The name, address, taxpayer identification number and taxable year of the undersigned are as follows: Name of Taxpayer: _________________________________ Spouse: _________________________________ Address of Taxpayer: _________________________________ Taxpayer ID No.: _________________________________ Spouse's ID No.: _________________________________ Taxable Year: Calendar Year ___________________ (2) The property with respect to which the election is being made is __________ shares of the common stock of Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"). (3) The property was issued on ____________, ___________. (4) The property is subject to forfeiture if for any reason the undersigned taxpayer's provision of services to the Company is terminated. The forfeiture restrictions lapse on _________________,____________ . (5) The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $______ per share. (6) The amount paid for such property is $___________ per share. (7) A copy of this statement was furnished to the Company for whom the undersigned taxpayer rendered the service underlying the transfer of property. (8) This statement is executed as of: ____________________, __________.

Governing Instrument and Law. This Agreement and any Restricted Shares issued hereunder shall in all respects be governed by the terms and provisions of the Plan, which terms and provisions are hereby incorporated herein by reference, and by the laws of the State of Texas, and in the event of a conflict between the terms of this Agreement and the terms of the Plan (copy attached)Plan, the terms of the Plan shall control. TANDY BRANDS ACCESSORIES, INC. By: ________________________________________ J.S.B. ▇▇▇▇▇▇▇ President and Chief Executive Officer Agreed and Accepted: (1) Address: EMPLOYEE(1) _________________________________________ _________________________________________ Address:_________________________________ ___________________________________ ___________________________________ ------------ -------- (1) I have received, completed, executed and retained the I.R.C. Section 83(b) election that was attached hereto as Exhibit B. As set forth in Section 11 above, I understand that I, and not the Company, will be responsible for completing the form and filing the election with the appropriate office of the federal and state tax authorities and that if such filing is not completed within thirty (30) days after the date of this Agreement, I will forfeit the significant tax benefits of Section 83(b). I understand further that such filing should be made by registered or certified mail, return receipt requested, and that I must retain two (2) copies of the completed form for filing with my state and federal tax returns for the current tax year and an additional copy for my records. EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (the "Company"), ______________________ (_________) shares of the common stock of the Company standing in the name of _________________ on the books of the Company represented by Certificate No. __________ herewith and does hereby irrevocably constitute and appoint the Assistant Secretary of the Company Attorney-in-Fact to transfer the said stock on the books of the within named Company with full power of substitution and resubstitution in the premises. Dated:: _____________________ ___________________________________ ________________________________________ (Signature) (Signature of Spouse, if any) ___________________________________ ________________________________________ (Print Name) (Print Name) EXHIBIT B FORM OF 83(B) ELECTION The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her gross income for the current taxable year, the amount of any compensation taxable to him or her in connection with his or her receipt of the property described below: (1) The name, address, taxpayer identification number and taxable year of the undersigned are as follows: Name of Taxpayer: _________________________________ Spouse: _________________________________ Address of Taxpayer: _________________________________ Taxpayer ID No.: _________________________________ Spouse's ID No.: _________________________________ Taxable Year: Calendar Year ___________________ (2) The property with respect to which the election is being made is __________ shares of the common stock of Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"). (3) The property was issued on ____________, ___, ________. (4) The property is subject to forfeiture if for any reason the undersigned taxpayer's provision of services to the Company is terminatedterminated under certain circumstances. The forfeiture restrictions lapse in a series of installments over a three-year period ending on _________________,, ____________ _. (5) The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $______ per share. (6) The amount paid for such property is $___________ per share. (7) A copy of this statement was furnished to the Company for whom the undersigned taxpayer rendered the service underlying the transfer of property. (8) This statement is executed as of: ____________________, __________.