EXHIBIT 10.34
SUCCESSION AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of July, 2001,
(the "Succession Date"), by and between Tandy Brands Accessories, Inc. ("the
Employer"), a Delaware corporation, Chase Texas, N.A., a national banking
association (the "Former Trustee"), and Comerica Bank - Texas, a Texas banking
corporation (the "Trustee").
WITNESSETH:
WHEREAS, the Employer and Former Trustee then known as (Texas Commerce
Bank Fort Worth, N.A.) heretofore entered into a certain agreement dated March
8, 1994, evidencing the Trust under Tandy Brands Accessories, Inc. Benefit
Restoration Plan (the "Trust"), and
WHEREAS, the Employer, by action of its Board of Directors, has
determined to remove the Former Trustee of said Trust and to appoint Trustee to
act as successor Trustee thereof, and
WHEREAS, the parties hereto are desirous of providing for such
succession by the terms of this instrument,
NOW, THEREFORE, in consideration of the premises, the Employer, the
Former Trustee and the Trustee do hereby covenant and agree as follows:
I.
As of the Succession Date, the Trustee shall be deemed to have
succeeded the Former Trustee as the Trustee under said Trust, and the Former
Trustee shall thereafter function only as contemplated by this Agreement and/or
as it may reasonably determine to be necessary or advisable in order that the
Trustee succession contemplated herein may be accomplished in an orderly and
expeditious manner.
II.
As of the Succession Date, the Former Trustee shall transfer and
deliver, or arrange for the transfer and delivery of, all assets then held by it
or subject or its control under the Trust to the Trustee, provided that the
Former Trustee shall be entitled to reserve and hold such assets as it may
reasonably deem necessary to provide for any and all expenses and payments then
properly chargeable against the trust estate, or for which the trust estate may
be liable, or to which the Former Trustee may be entitled by way of fees and
expenses. If any assets are so held and prove to be insufficient or excessive
for such purposes, the Former Trustee shall be entitled to reimbursement for any
deficiency out of the trust estate from the Trustee or shall deliver the excess
to the Trustee, as the case may be.
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III.
The parties recognize that the Former Trustee may, after the Succession
Date, continue to receive for an indeterminate period, income or other proceeds
of the trust estate, on that portion thereof which the Former Trustee shall have
previously transferred and delivered to the Trustee; and it is contemplated that
the Former Trustee will effect transfer and delivery for such additional
receipts to the Trustee at such time or times, not exceeding thirty (30) days
after receipt, as the Former Trustee shall determine to be reasonable.
IV.
The Former Trustee shall, as promptly as possible after the Succession
Date, file with the Employer its customary report and accounting for the period
from the close of the last fiscal year; and, for further assurance to the Former
Trustee and in aid of its prompt transfer and delivery of the trust estate to
the Trustee, the Employer does hereby agree that absent manifest error in such
reports and accounts or chargeable fault on the part of the Former Trustee, such
reports and accounts will be approved in writing by the Employer within thirty
(30) days after delivery thereof.
V.
The Trustee shall become responsible for the trust estate, and any
future additions thereto, only when, as and if the same shall be received by it.
The Trustee shall have no liability whatsoever for the acts or omissions of the
Former Trustee.
VI.
To facilitate the administration of the Trust by the Trustee, the
Former Trustee shall, as promptly as possible after the Succession Date, deliver
to the Trustee all pertinent records, or copies thereof, of its prior
administration.
VII.
The parties hereto agree to execute and deliver any and all further
instruments and to perform any and all further acts which may be necessary or
desirable for the accomplishment of the purposes of this Agreement.
VIII.
By execution of this Agreement, the Trustee signifies its acceptance,
as the successor Trustee, of the terms and conditions of the Trust and the
Employer does designate the Trustee as the successor Trustee.
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IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above written.
TANDY BRANDS ACCESSORIES, INC. CHASE TEXAS, N.A.
By: /s/ J.S.B. XXXXXXX By: /s/ [ILLEGIBLE]
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Its: PRESIDENT AND CEO Its: SENIOR VICE PRESIDENT AND
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TRUST OFFICER
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COMERICA BANK - TEXAS
By: /s/ XXXXXXX X. XXXXXX
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Its: SENIOR VICE PRESIDENT
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