TANDY LEATHER FACTORY INC (Form: 8-K, Received: 10/05/2018 16:45:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

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:)

October 5, 2018

Tandy Leather Factory, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation
1-12368		75-2543540
(Commission File Number)		(IRS Employer Identification Number)

1900 Southeast Loop 820, Fort Worth, Texas, 76140

(Address of Principal Executive Offices, including zip code)

(817) 872-3200

(Registrant's Telephone Number, Including Area Code)

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):



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

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

On October 2, 2018, Shannon L. Greene resigned as the Chief Executive Officer of Tandy Leather Factory, Inc. (the " Company ") and as a member of the Company's Board of Directors (the " Board "). On October 2, 2018, Mark Angus resigned as the Company's President and as a member of the Board. The Company does not believe that Ms. Greene's or Mr. Angus's resignations were the result of any dispute or disagreement with the Company relating to the Company's operations, policies or practices.

On October 2, 2018, the Company appointed Janet Carr to the position of Chief Executive Officer of the Company and as member of the Board.

Ms. Carr, 57, brings over 25 years of retail, digital and omni-channel experience to Tandy Leather. Most recently, she was the SVP of Global Business Development for Caleres (formerly Brown Shoe) from 2016 to 2017. While there, she was responsible for international wholesale and retail for all of their brands. Prior to Caleres, Ms. Carr was the President of the Handbag Division of Nine West Group from 2013 to 2014, where she was responsible for all aspects of design, development and sales in both wholesale and retail. Ms. Carr has deep experience in strategy and consumer insights in various roles at a number of prominent retailers including Tapestry (formerly Coach), Gap Inc. and Safeway. Earlier in her career, she was a management consultant focused on retail and consumer strategy for Booz Allen & Hamilton.

Ms. Carr does not have any family relationships with any of the Board directors or executive officers of the Company, nor has Ms. Carr had any related party transactions with the Company.

Ms. Carr will be entitled to receive an annual base salary of $500,000 and is eligible to receive an annual discretionary bonus, as determined by the Board. Within 30 days of her employment, Ms. Carr will receive (i) a time-based equity grant of 460,000 restricted stock units ("RSU") that vest over five years; (ii) a performance-based equity grant of 92,000 RSUs that vest if/when the Company's operating income exceeds $12 million dollars two fiscal years in a row; and (iii) a performance-based equity grant of 92,000 RSUs that vest if/when the Company's operating income exceeds $14 million dollars in one fiscal year. Ms. Carr will also be reimbursed for reasonable costs and expenses in connection with her commute and relocation from New York to Texas.

If, prior to October 2, 2020, Ms. Carr is terminated without cause or for good reason as defined in her Employment Agreement ("Agreement"), Ms. Carr will receive twenty-four months of base salary and an annual reimbursement of COBRA payments, and vest in a pro-rata portion of the time-based RSUs, based on the number of days that Ms. Carr is employed. Any unvested performance-based RSUs would be forfeited.

In the event of a Change in Control (as defined in the Agreement), Ms. Carr will receive thirty-six months of base salary and an annual reimbursement of COBRA payments, and vest in a pro-rata portion of the time-based RSUs, based on the number of days that Ms. Carr is employed. Any unvested performance-based RSUs would be forfeited.

The foregoing summary of the terms of Ms. Carr's employment does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, dated as of October 2, 2018, by and between Janet Carr and the Company, attached as Exhibit 10.1 hereto.

Item 7.01 Regulation FD Disclosure

On October 2, 2018, the Company issued a press release announcing changes in its leadership including Ms. Greene and Mr. Angus' resignations and Ms. Carr's appointment. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Document

10.1	Employment Agreement dated October 2, 2018, by and between Janet Carr and Tandy Leather Factory, Inc .

10.2	Tandy Leather Factory, Inc. Stand Alone Restricted Stock Unit Agreement dated October 2, 2018, by and between Janet Carr and Tandy Leather Factory, Inc.

10.3	Tandy Leather Factory, Inc. Stand Alone Restricted Stock Unit Agreement dated October 2, 2018, by and between Janet Carr and Tandy Leather Factory, Inc.

99.1	Press Release of the Company announcing Leadership Changes

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 LEATHER FACTORY, INC.

Date: October 5, 2018	By: /s/ Tina Castillo
	Tina Castillo, Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description of Document

10.1	Employment Agreement dated October 2, 2018, by and between Janet Carr and Tandy Leather Factory, Inc.

10.2	Tandy Leather Factory, Inc. Stand Alone Restricted Stock Unit Agreement dated October 2, 2018, by and between Janet Carr and Tandy Leather Factory, Inc.

10.3	Tandy Leather Factory, Inc. Stand Alone Restricted Stock Unit Agreement dated October 2, 2018, by and between Janet Carr and Tandy Leather Factory, Inc.

99.1	Press Release of the Company announcing Leadership Changes

Exhibit 10.1

Employment Agreement

This Employment Agreement (the "Agreement") is made and entered into as of October 2, 2018, by and between Tandy Leather Factory, Inc., a Delaware corporation (the "Company"), and Janet Carr, an individual ("Executive").

Recitals

WHEREAS, Executive and the Company desire and agree to formalize the employment relationship between Executive and the Company, and Executive desires to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing recitals and the terms, covenants, and conditions contained herein, the Company and Executive agree as follows:

1.	EMPLOYMENT AND DUTIES.

1.1 General. The Company hereby agrees to employ Executive in the position of Chief Executive Officer of the Company, upon the terms and subject to the conditions set forth herein. Executive will report directly to the Board of Directors (the "Board"). Subject to the direction and control of the Board, Executive will have all the responsibilities and powers normally associated with such position, and Executive will perform such other duties and responsibilities as may be designated from time to time by the Board.

1.2 Exclusive Services. Executive shall undertake to perform all of her duties and responsibilities for the Company in good faith and on a full-time basis and shall act in the best interest of the Company provided, however, that Executive may serve on corporate, civic, educational, or charitable boards or committees, if such service does not materially conflict with or impair Executive's ability to discharge her fiduciary and other responsibilities to the Company under this Agreement and applicable law.

TERM.

Subject to the provisions for termination provided in Section 5, the term of Executive's employment under this Agreement will commence as of October 2, 2018 (the "Effective Date") and will terminate on October 2, 2020 (the "Initial Period"); provided, however, that unless either party gives written notice to the other party of an election not to extend or renew Executive's employment hereunder at least ninety (90) days prior to the end of the Initial Period, or any anniversary thereof, the term of this Agreement will automatically be extended by successive one-year periods (each an "Extension"). The term of this Agreement, including the Initial Period and any Extension, is hereinafter referred to as the "Employment Term."

3.	COMPENSATION.

3.1 Base Salary. As compensation for services rendered under this Agreement, the Company will pay to Executive a base salary (the "Base Salary") at an initial annualized rate of $500,000, payable in accordance with the normal payroll procedures of the Company. The Base Salary will be increased by two percent 2% each year on the anniversary of the effective date (the "COL Adjustments"). In addition to the COL Adjustments, and at the sole discretion of the Board, Executive's Base Salary may be increased further, but not decreased. The term "Base Salary" as used herein means and refers to the then current base salary, as adjusted from time to time in accordance with this Section 3.1. The Company may deduct from the Base Salary amounts sufficient to cover applicable federal, state, and/or local income tax withholdings and any other amounts which the Company is required to withhold by applicable law.

3.2 Additional Compensation.

3.2.1 Discretionary Bonus. Although it is not anticipated by the parties, Executive may become eligible to receive an annual discretionary bonus. The actual amount of the annual discretionary bonus, if any, is to be determined by the Company, in its sole and absolute discretion (subject to appropriate withholdings and deductions); provided, however, that to be eligible to receive such bonus Executive must be employed by the Company on the date any such bonus is paid.

3.2.2 Equity Awards. During Executive's employment hereunder, Executive may, as determined by the Board (or a committee thereof), in its sole discretion, periodically receive grants of restricted stock units, stock options, or other equity or non-equity related awards ("Equity Awards"). Within 30 days following the Effective Date, the Company will provide Executive with grants of the following Equity Awards, each on the terms and conditions agreed to by Executive and the Company concurrently with the execution of this Agreement:

a. a time-based equity grant of 460,000 restricted stock units, vesting over five years;

b. a performance-based equity grant of 92,000 restricted stock units, vesting if/when the Company's operating income exceeds twelve million dollars two fiscal years in a row; and

c. a performance-based equity grant of 92,000 restricted stock units, vesting if/when the Company's operating income exceeds fourteen million dollars in one fiscal year.

However, the Equity Awards contemplated by the parties, and any other Equity Awards provided to Executive, will be governed by and subject to the terms of the Equity Award agreement(s) as may be amended from time to time. To the extent that any Equity Award is not granted pursuant to a plan covered by a registration statement declared effective by the Securities and Exchange Commission (the "SEC"), the Company agrees to file with the SEC, before or within six (6) months following the grant of such Equity Award, a Form S-1, Form S-8 or other appropriate registration statement covering the shares of common stock subject to such Equity Award. Any Equity Awards granted to Executive, any proceeds of any Equity Awards that previously have been sold, transferred or otherwise disposed of, and any incentive bonus award will be subject to clawback, to the extent required under any clawback policy adopted or maintained by the Company, now or in the future, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes–Oxley Act of 2002, each as amended, and rules, regulations, and binding, published guidance thereunder. If the Company would not be eligible for continued listing, if applicable, under Section 10D(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless it adopted policies consistent with Section 10D(b) of the Exchange Act, then, in accordance with those policies that are so required, any incentive-based compensation payable to Executive will be subject to clawback in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Exchange Act, as interpreted by rules of the Securities Exchange Commission. By accepting an Equity Award or incentive bonus award under this Agreement or any plan sponsored by the Company, Executive hereby consents to any such clawback.

3.3 Benefits.

3.3.1 Vacation. Executive will be entitled to paid vacation for each calendar year during Executive's employment in accordance with the Company's established vacation pay policies; provided, however, that vacation will only be taken at such times as not to interfere with the necessary performance of Executive's duties and obligations under this Agreement.

3.3.2 Other Benefits; Insurance. During the term of Executive's employment under this Agreement, if and to the extent eligible, Executive will be entitled to participate in all Company Group Health Plans, group life, disability, and accidental death and dismemberment insurance or plan, then in effect, including, without limitation, any supplemental disability coverage available to similarly situated executive employees ("Company Welfare Benefit Plans"). For purposes of this Agreement, "Company Group Health Plans" means all operative medical, dental, and vision plans. Coverage under the Company Welfare Benefit Plans will be provided on the same basis generally applicable to similarly situated employees of the Company; provided, however, that nothing contained in this Agreement will, in any manner whatsoever, directly or indirectly, require or otherwise prohibit the Company from amending, modifying, curtailing, discontinuing, or otherwise terminating any Company Welfare Benefit Plan at any time (whether before or after the date of Executive's termination).

3.3.3 Retirement Plans. During the term of Executive's employment under this Agreement, if and to the extent eligible, Executive will be entitled to participate in all Company Retirement Plans then in effect. For purposes of this Agreement, "Company Retirement Plans" means the Company's 401(k) Profit Sharing Plan and all operative employee pension benefit plans (tax-qualified and non-qualified plans) that may in the future be sponsored or maintained by the Company, all on the same basis generally applicable to similarly situated employees of the Company; provided, however, that nothing contained in this Agreement will, in any manner whatsoever, directly or indirectly, require or otherwise prohibit the Company from amending, modifying, curtailing, discontinuing, or otherwise terminating any Company Retirement Plan at any time (whether before or after the date of Executive's termination).

3.3.4 Business Expense Reimbursement. Executive will be entitled to reimbursement from the Company for the reasonable costs and expenses incurred in connection with the performance of the duties and obligations provided for in this Agreement. This includes the reasonable travel costs incurred by Executive commuting between New York and Texas prior to her relocation to Texas. Reimbursement will be paid upon prompt presentation of expense statements or vouchers and such other supporting information as the Company may from time to time require in accordance with the Company's policies.

3.3.5 Moving and Legal Expenses. The Company will reimburse Executive up to $20,000 for expenses related to moving Executive's belongings from New York to Texas. If during the Initial Period Executive terminates her employment without Good Reason, or the Company terminates Executive's employment for Cause, Executive shall reimburse the Company for the moving expenses. If during the Initial Period the Company terminates Executive's employment without Cause, then the Company will reimburse Executive up to $20,000 for expenses related to moving Executive and her belongings from Texas to New York within six (6) months following such termination. In addition, the Company will reimburse Executive for her reasonable and documented legal expenses incurred in connection with the signing of this Agreement, up to a maximum of $10,000.

4.	TRADE SECRETS, CONFIDENTIAL INFORMATION, AND INVENTIONS

4.1 Trade Secrets. During the course of Executive's employment, Executive will have access to various trade secrets, confidential information, and inventions of the Company and its affiliates as defined below.

4.1.1 "Confidential Information" means all information and material which is proprietary to the Company, whether or not marked as "confidential" or "proprietary" and which is disclosed to or obtained from the Company or its affiliates by Executive, which relates to the Company's past, present, or future research, development, or business activities. Confidential Information is all information or materials prepared by or for the Company and includes, without limitation, all of the following: designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, systems, methods, machinery, procedures, "know-how," new product or new technology information, formulas, patents, patent applications, product prototypes, product copies, cost of production, manufacturing, developing or marketing techniques and materials, cost of production, development or marketing time tables, customer lists, strategies related to customers, suppliers or personnel, contract forms, pricing policies and financial information, volumes of sales, and other information of similar nature, whether or not reduced to writing or other tangible form, and any other Trade Secrets, as defined by Section 4.1.3, or non-public business information.

4.1.2 "Inventions" means all discoveries, concepts, and ideas, whether patentable or not, including but not limited to, processes, methods, formulas, compositions, techniques, articles and machines, as well as improvements thereof or "know-how" related thereto, relating at the time of conception or reduction to practice to the business engaged in by the Company, or any actual or anticipated research or development by the Company.

4.1.3 "Trade Secrets" means any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially available to the Company and is not generally known in the industry.

This Section includes not only information belonging to the Company which existed before the date of this Agreement, but also information developed by Executive for the Company or its employees during her employment and thereafter.

4.2 Restriction on Use of Confidential Information. Executive agrees that her use of Trade Secrets and other Confidential Information is subject to the following restrictions during the term of the Agreement and for an indefinite period thereafter so long as the Trade Secrets and other Confidential Information have not become generally known to the public.

4.2.1 Non-Disclosure. Except as required by the performance of Executive's services to the Company under the terms of this Agreement, Executive will not, directly or indirectly disclose, or permit others to disclose the Company's Trade Secrets, Confidential Information, and/or Inventions as defined above.

4.2.2 Return of Company Information. Upon termination of Executive's employment with Company for any reason, Executive will surrender and return to the Company all documents and materials in her possession or control which contain Trade Secrets, Inventions, and other Confidential Information. Executive will immediately return to the Company all lists, books, records, materials, and documents, together with all copies thereof, and all other Company property in her possession or under her control, relating to or used in connection with the business of the Company. Executive acknowledges and agrees that all such lists, books, records, materials, and documents are the sole and exclusive property of the Company.

4.2.3 Prohibition Against Unfair Competition. At any time after the termination of her employment with Company for any reason, Executive will not engage in competition with Company while making use of the Trade Secrets of Company.

4.3 Patents and Inventions. Executive agrees that any Inventions made, conceived, or completed by Executive during the term of Executive's service, solely or jointly with others, which are made with the Company's equipment, supplies, facilities, or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention, to the business of the Company, or the Company's actual or demonstrably anticipated research and development, or which result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed, or made by Executive during Executive's employment with the Company ("Work Product") will be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a "work made for hire" under applicable law, and all right, title, and interest in and to such Work Product have not automatically vested in the Company, Executive hereby (a) irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the fullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive agrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.

5. TERMINATION OF EMPLOYMENT.

5.1 Termination by Reason of Death or Disability. Executive's employment hereunder will terminate immediately upon the death of Executive. The Company may terminate this Agreement upon written notice to Executive if Executive suffers any physical or mental impairment or incapacity that results in Executive being unable to perform Executive's essential duties, responsibilities, and the functions of Executive's position with the Company for periods aggregating one-twenty (120) days ("Disability").

5.2 Termination by Company for Cause. The Company may terminate Executive for cause at any time if any of the following events ("Cause") have occurred:

a. The willful or negligent failure, refusal, or inability (other than as a result of death or disability) to perform Executive's duties or adhere to the policies of the Company;

b. Executive has been charged with, indicted, convicted of, or has pleaded guilty or nolo contendere to any felony or to any crime involving moral turpitude;

c. Executive has perpetrated a fraud, theft, or otherwise misappropriates any property or funds of the Company;

d. Executive has violated any applicable federal or state law or regulation and, as a result of such violation, has become, or has caused the Company to become, the subject of any legal action or administrative proceeding or a suspension of any right or privilege, which action, proceeding, or suspension could have a materially adverse effect on the reputation, prospects, condition, or operations of the Company;

e. Executive has committed any act that causes, or shall knowingly or recklessly fail to take reasonable and appropriate action to prevent, any material adverse effect to the reputation, prospects, condition, or operations of the Company;

f. Executive has violated any of the material provisions of this Agreement or any provisions of the Company's Code of Conduct.

5.3 Termination by the Company without Cause. The employment of Executive hereunder will terminate immediately upon delivery to Executive of written notice of termination by the Company, which will be deemed to be "without cause" unless termination is expressly stated to be for Disability or Cause pursuant to Section 5.1 or Section 5.2. For the avoidance of doubt, any non-renewal of this Agreement at the election of the Company shall constitute a termination by the Company without Cause.

5.4 Termination by Executive for Good Reason. Unless cured as provided below, the employment of Executive hereunder will terminate 30 days following the date on which Executive gives the Company notice of termination for Good Reason (as hereinafter defined), or such earlier date as may be determined by the Board. For purposes of this Agreement, "Good Reason" means, without Executive's consent: (i) a material diminution in the duties, authority, or responsibilities of Executive or a material breach of this Agreement by the Company; or (ii) requiring Executive to relocate her principal place of employment to a location that is more than fifty (50) miles from the location of the Company's principal office in Fort Worth as of the Effective Date, provided that the Company fails to cure such material diminution, breach, or relocation within 30 days of receipt of a written notice from Executive of such Good Reason event (which notice will be provided by Executive to the Company within 90 days following the initial occurrence of such event).

6. PAYMENTS UPON TERMINATION.

6.1 Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive (i) a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and (ii) a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):

a. If the Executive is terminated by the Company without Cause or by Executive for Good Reason during the Initial Period, the Severance Payment will be equal to twenty-four (24) months of Executive's annual Base Compensation.

b. If the Executive is terminated by the Company without Cause or by Executive for Good Reason after the end of the Initial Period and before the end of the third Extension, the Severance Payment will be equal to twelve (12) months of Executive's annual Base Compensation.

c. If the Executive is terminated by the Company without Cause or by Executive for Good Reason any time after the end of the third Extension, the Severance Payment will be equal to six (6) months of Executive's annual Base Compensation.

6.2 Termination by the Company for Cause, by Executive Without Good Reason or Upon Death or Disability. If Executive's employment with the Company is terminated (i) by the Company for Cause, (ii) by Executive without Good Reason, or (iii) on account of Executive's death or Disability, Executive will be entitled to receive the Accrued Benefits payable in a lump sum payment within 10 days of the Termination Date.

6.3 Termination Date. "Termination Date" means (i) if Executive's employment is terminated for Cause, the date of receipt of the Notice of Termination or any later date specified therein; (ii) if Executive's employment is terminated by the Company without Cause, the date on which the Company notifies Executive of such termination in the notice of termination or any later date specified therein; (iii) if Executive's employment is terminated by reason of death or Disability, the date of death of Executive or the Disability determination, as the case may be; (iv) if Executive's employment is terminated by reason of non-renewal of this Agreement, the date of such expiration; (v) if Executive resigns employment with Good Reason or without Good Reason the date provided by Executive in the Notice of Termination (which date shall not be less than thirty (30) days after the giving of such notice by Executive).

6.4 General Release Requirement. Notwithstanding anything herein to the contrary, it will be a condition to Executive's right to receive the amounts provided for in Section 6.1, Section 6.2 and Section 7.1, that Executive timely execute and deliver to the Company, a general release provided by and acceptable to the Company within twenty-one (21) days of its delivery to Executive (or such longer period as may be required under the Age Discrimination in Employment Act of 1967, as amended), without subsequent revocation of the general release. Upon satisfaction of the general release condition, the payment of the severance benefits will commence as provided in Section 6.1, Section 6.2 and Section 7.1 or as applicable as provided in this Agreement.

6.5 Timing of Payment. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), if Executive is deemed by the Board, in its sole discretion, to be a "specified employee" for purposes of Section 409A(a)(2)(B) of the Code, Executive agrees that any non-qualified deferred compensation payments due to Executive under this Agreement in connection with a termination of Executive's employment that would otherwise have been payable at any time during the six-month period immediately following such termination of employment will be paid as soon as practicable in accordance with Section 8.10.

7. CHANGE IN CONTROL.

7.1 If Executive's employment with the Company or its successor is terminated within six (6) months prior to the occurrence of a Change in Control or on or before the first anniversary of the date of occurrence of a Change in Control (a) by the Company or its successor other than for Cause or (b) by Executive for Good Reason, then, (i) Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements; (ii) the Severance Payment under Section 0 will be a cash amount equal to thirty-six (36) months of Executive's annual Base Compensation; and (iii) Executive shall be entitled to the Accrued Benefits and the COBRA Payment. The Severance Payment and Cobra Payment will be payable in a lump sum payment on the sixtieth (60th) day following the Termination Date.

For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred upon any of the following events:

(1)

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (i) the then-outstanding shares of Common Stock (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) below; or

(2)

Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3)

Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(4)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

8. MISCELLANEOUS.

8.1 Entire Agreement. This Agreement contains the entire agreement of the parties regarding the employment of Executive by the Company and supersedes any prior agreement, arrangement, or understanding, whether oral or written, between the Company and Executive concerning Executive's employment hereunder.

8.2 Notices. All notices, requests, and other communications (collectively, "Notices") given pursuant to this Agreement will be in writing, and will be delivered by facsimile transmission with a copy delivered by personal service or by United States first class, registered, or certified mail (return receipt requested), postage prepaid, addressed to the party at the address set forth below:

If to the Company:	Tandy Leather Factory, Inc. c/o Scott Barnard Akin Gump Strauss Hauer & Feld 2300 North Field Street Suite 1800 Dallas, Texas 75201
If to Executive:	Janet Carr Executive's address in the Company's personnel records

Any Notice will be deemed duly given when received by the addressee thereof, provided that any Notice sent by registered or certified mail will be deemed to have been duly given three days from date of deposit in the United States mail, unless sooner received. Either party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section 8.2.

8.3 Governing Law and Forum Selection. This Agreement has been made and entered into in the state of Texas and will be construed in accordance with the laws of the state of Texas without regard to the conflict of laws principles thereof. The parties agree that the exclusive venue for the dispute resolution concerning this Agreement shall be the state or federal courts located in Texas.

8.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument.

8.5 Interpretation. The Board will make all determinations under this Agreement and will have the exclusive authority to interpret its terms and conditions. All determinations and interpretations made by the Board will be final for all purposes and binding on the parties.

8.6 Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions are determined to be judicially unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.

8.7 Successors and Assigns. This Agreement and all obligations and benefits of Executive and the Company hereunder will bind and inure to the benefit of Executive and the Company, their respective affiliates, and their respective successors and assigns.

8.8 Amendments and Waivers. No amendment or waiver of any term or provision of this Agreement will be effective unless made in writing. Any written amendment or waiver will be effective only in the instance given and then only with respect to the specific term or provision (or portion thereof) of this Agreement to which it expressly relates, and will not be deemed or construed to constitute a waiver of any other term or provision (or portion thereof) waived in any other instance.

8.9 Title and Headings. The titles and headings contained in this Agreement are included for convenience only and form no part of the agreement between the parties.

8.10 Compliance with Tax Rules for Non-qualified Deferred Compensation Plans. This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and will be administered, interpreted, and construed in a manner that does not result in the imposition on Executive of any additional tax, penalty, or interest under Section 409A of the Code.

8.10.1 For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement will be treated as a right to a series of separate payments.

8.10.2 Payment dates provided for in this Agreement will be deemed to incorporate grace periods that are treated as made upon a designated payment date as provided by Treasury Regulation §1.409A-3(d).

8.10.3 If the Company determines in good faith that any provision of this Agreement would cause Executive to incur an additional tax, penalty, or interest under Section 409A of the Code, the Company and Executive will use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code. The preceding provisions, however, will not be construed as a guarantee or warranty by the Company of any particular tax effect to Executive under this Agreement. The Company will not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

8.10.4 "Termination of employment," "Termination Date," "date of termination" or words of similar import, as used in this Agreement mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, Executive's "separation from service" as defined in Treasury Regulation § 1.409A-1(h).

8.10.5 Payments under Section 6 and elsewhere in this Agreement will be administered and interpreted to maximize the exceptions to Code Section 409A for short-term deferrals and for separation pay due to involuntary separation from service. Any payment under this Agreement that is payable during the short-term deferral period (as described in Treasury Regulations §1.409A-1(b)(4)) or that is paid within the involuntary separation pay safe harbor (as described in Treasury Regulations §1.409A-1(b)(9)(iii)) will be treated as not providing for a deferral of compensation and will not be aggregated with any non-qualified deferred compensation plans or payments. Executive may not, directly or indirectly, designate the calendar year of the commencement of any payment hereunder. Notwithstanding the foregoing, amounts payable hereunder which are not non-qualified deferred compensation, or which may be accelerated pursuant to Section 409A, such as distributions for applicable tax payments, may be accelerated, but not deferred, at the sole discretion of the Company.

8.10.6 Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Section 409A of the Code, if Executive is deemed by the Board (or its delegate), in its sole discretion, to be a "specified employee" for purposes of Section 409A(a)(2)(B) of the Code, Executive agrees that any non-qualified deferred compensation payments due to Executive under this Agreement in connection with a termination of Executive's employment that would otherwise have been payable at any time during the period immediately following such termination of employment and ending on the date that is six months after the Termination Date (or if earlier, Executive's date of death) will not be paid prior to, and will instead be payable in a lump sum on the first business day following the end of such non-payment period.

8.11 Survival. Notwithstanding anything to the contrary contained herein, the provisions of Section 4 and Section 8 will survive the termination of this Agreement.

[Signatures on following page]

IN WITNESS WHEREOF, each of the parties has signed this Agreement on the date opposite their signature below.

	THE "COMPANY" Tandy Leather Factory, Inc. By: /s/ William Warren, Secretary October 2, 2018
	THE "EXECUTIVE" /s/ Janet Carr Janet Carr October 2, 2018

Exhibit 10.2

Tandy leather Factory, Inc.

STAND-ALONE RESTRICTED STOCK Unit AGREEMENT

THIS STAND-ALONE RESTRICTED STOCK UNIT AGREEMENT (the "Agreement") is made as of October 2, 2018 (the "Date of Grant"), by and between Tandy Leather Factory, Inc., a Delaware corporation (the "Company") and Janet Carr, an individual ("Grantee").

W I T N E S S E T H:

WHEREAS, the Company desires to provide Grantee with the opportunity to acquire a direct proprietary interest in the Company by granting Grantee hypothetical units ("Restricted Stock Units") of the Company's common stock that will be earned through Grantee's continuing employment with the Company.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

Grant of Restricted Stock Units. Subject to the terms, conditions and restrictions set forth in this Agreement, the Company hereby grants to Grantee 184,000 Restricted Stock Units. Each Restricted Stock Unit represents a right to receive one share of the Company's common stock, par value $0.0024 per share ("Common Stock"), upon vesting of the Restricted Stock Unit as provided in Section 0 below. Vested Restricted Stock Units will be settled as provided in Section 0 below. The Company shall establish and maintain an account (the "Restricted Stock Unit Account") for Grantee and will credit the Restricted Stock Unit Account with the number of Restricted Stock Units granted to Grantee under this Agreement. The Restricted Stock Units granted hereunder are a matter of separate inducement and are not in lieu of salary or other compensation for the services of Grantee to the Company or any of its affiliates.

Vesting. Subject to the terms and conditions set forth in this Agreement, the Restricted Stock Units will vest, if at all, as follows:

50% of the Restricted Stock Units shall vest when the Company's operating income exceeds $12,000,000 in two consecutive fiscal years (excluding 2018) following the Date of Grant.

50% of the Restricted Stock Units shall vest when the Company's operating income exceeds $14,000,000 in any fiscal year (excluding 2018) following the Date of Grant.

Termination of Employment. Notwithstanding anything in this Agreement to the contrary, if Grantee's employment with the Company and its affiliates is terminated for any reason, all Restricted Stock Units held by Grantee that have not vested as of the date of such termination shall automatically and immediately be forfeited by Grantee without any consideration therefor.

Settlement. The Company will settle Restricted Stock Units that vest on or before the 10th business day following their Vesting Date (subject to extension as reasonably required for the Company's Board of Directors and (if applicable) independent auditors to verify that the operating income targets set forth in Section 2 above have been met) by issuing to Grantee one share of Common Stock for each Restricted Stock Unit that has satisfied all vesting requirements on that Vesting Date. On settlement, the Restricted Stock Units will cease to be credited to the Restricted Stock Unit Account. Subject to the satisfaction of the tax withholding provisions in Section 6 below, the Company will cause shares of Common Stock to be issued to Grantee following the applicable Vesting Date either by an appropriate entry in the books of the Company or of the Company's transfer agent or by delivery of a stock certificate, free of all restrictions except for applicable securities laws restrictions, and will enter Grantee's name as holder of record with respect to such shares of Common Stock on the books of the Company. Grantee acknowledges and agrees that shares of Common Stock may be issued in electronic form as a book entry with the Company's transfer agent and no physical certificates need be issued.

No Transfer. No portion of the Restricted Stock Units may be sold, assigned, transferred, encumbered, hypothecated or pledged by Grantee other than to the Company as a result of forfeiture of the Restricted Stock Units as provided herein, unless and until settlement is made in respect of vested Restricted Stock Units in accordance with the provisions hereof.

Tax Withholding. The settlement of any Restricted Stock Units under this Agreement shall be net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements, and the Company may require Grantee to remit to the Company an amount sufficient to satisfy such tax withholding requirements prior to the issuance of shares of Common Stock. In lieu thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company to Grantee as determined by the board of directors of the Company (the "Board"). The Company shall permit Grantee to pay all or a portion of the federal, state and local withholding taxes arising in connection with the Restricted Stock Units consisting of shares of Common Stock by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such tax calculated at rates required by statute or regulation.

For purposes of this Agreement, "Fair Market Value" means, on a given date, the closing price of a share of Common Stock on the Nasdaq Stock Market or such other public trading market on which shares of Common Stock are listed or quoted on that date. If there is no regular public trading market for the Common Stock, then the Fair Market Value shall be determined by the Board in good faith.

Compliance with Laws and Regulations. The issuance, transfer, vesting and ownership of shares of Common Stock shall be subject to compliance by the Company and Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of such issuance or transfer. Grantee agrees to cooperate with the Company to ensure compliance with such laws and requirements.

Changes in Capital Structure and Similar Events. In the event of (i) any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event that affects the Common Stock, or (ii) unusual or nonrecurring events affecting the Company, any of its affiliates, or the financial statements of the Company or any of its affiliates, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Board in its sole discretion to be necessary or appropriate (in order to avoid a "modification" for accounting purposes), then the Board shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:

adjusting the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of the Restricted Stock Units;

providing for a substitution or assumption of the Restricted Stock Units, accelerating the vesting, or termination, of the Restricted Stock Units; and

cancelling the Restricted Stock Units and causing to be paid to Grantee, in cash, shares of Common Stock, other securities or other property, or any combination thereof, the value of such Restricted Stock Units, if any, as determined by the Board (which if applicable may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event);

provided, however, that in the case of any "equity restructuring" (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Board shall make an equitable or proportionate adjustment to the Restricted Stock Units to reflect such equity restructuring. Any adjustments under this Section 1)a)i)(1)(a)(i) shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent applicable. The Company shall give Grantee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Interpretation. Subject to applicable law, the Board shall have the sole authority to interpret, administer, reconcile any inconsistency in, correct any defect in or supply any omission in this Agreement, and to make any other determination and take any other action that the Board deems necessary or desirable for the administration of this Agreement. All determinations, interpretations and other decisions under or with respect to this Agreement shall be within the sole discretion of the Board, may be made at any time and shall be final, conclusive and binding on all persons or entities, including, without limitation, the Company, its affiliates, Grantee, any holder or beneficiary of the Restricted Stock Units and any stockholder of the Company.

Notices. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by Grantee to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to Grantee may be given to Grantee personally or may be mailed to Grantee at the address as recorded in the records of the Company.

Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Grantee and Grantee's heirs, executors, administrators, legal representatives, successors and assigns.

No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement, and any reference to a party shall also be a reference to the successors and permitted assigns thereof.

Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to its conflict of laws principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

Lock-up and Other Agreements. The Board may require, as a condition to receipt of shares of Common Stock on settlement of Restricted Stock Units hereunder, that Grantee execute lock-up, voting proxy or other agreements, as the Board may determine in its sole and absolute discretion should be applicable to all Executive Officers and Non-Employee Directors of the Company. Grantee agrees to execute all such agreements.

Entire Agreement; Amendment or Termination. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the Restricted Stock Units and supersedes and cancels any and all prior or contemporaneous agreements or understandings. This Agreement may be modified, amended or terminated by the Company at any time and for any reason; provided, however, that Grantee's prior consent shall be required for any modification, amendment or termination that adversely changes the terms of the Restricted Stock Units.

No Right to Continued Employment. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or its affiliates to terminate Grantee's employment or service at any time for any reason whatsoever.

Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, each party hereto hereby waives any provision of law that renders any such provision prohibited or unenforceable in any respect.

Section 409A. This Agreement is intended to comply with, or be exempt from, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall be construed and interpreted in accordance with such intent. The Company reserves the right to amend this Agreement to the extent it reasonably determines is necessary in order to avoid any adverse tax consequences under Section 409A. Notwithstanding anything to the contrary, none of the Company, its officers, directors, employees, agents or representatives guarantees that this Agreement complies with, or is exempt from, the provisions of Section 409A and none of the foregoing shall have any liability for the failure of this Agreement to comply with, or be exempt from, the provisions of Section 409A.

No Secured Rights. Grantee's right to payments under this Agreement shall not constitute nor be treated as property or as a trust fund of any kind. Grantee's rights are limited exclusively to the right to receive shares of Common Stock as provided in the Agreement. Grantee shall not have any rights as an owner of the Company with respect to any Restricted Stock Units granted to Grantee. All benefits payable to Grantee shall be payable solely from the general assets of the Company and no separate or special funds shall be established and no segregation of assets shall be made to assure the payment of benefits to Grantee. Grantee's rights shall be limited to those rights which are specifically enumerated in the Agreement, and such rights shall be for all purposes, unsecured contractual creditors' rights against the Company only, being on a parity with the rights of all other unsecured general creditors of the Company.

Clawback. The Restricted Stock Units, any Common Stock issued on settlement of the Restricted Stock Units and any proceeds of any shares of Common Stock that previously have been sold, transferred or otherwise disposed of, to the extent required under any clawback policy adopted or maintained by the Company, now or in the future, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes–Oxley Act of 2002, each as amended, and rules, regulations, and binding, published guidance thereunder. If the Company would not be eligible for continued listing, if applicable, under Section 10D(a) of the Exchange Act, unless it adopted policies consistent with Section 10D(b) of the Exchange Act, then, in accordance with those policies that are so required, the Restricted Stock Units and the Common Stock will be subject to clawback in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Exchange Act, as interpreted by rules of the Securities Exchange Commission. By accepting the restricted stock units under this Agreement, Grantee hereby consents to any such clawback.

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

Counterparts, Copies. This Agreement may be signed in counterparts, each of which when executed shall be deemed an original but all of which taken together shall constitute one and the same agreement. Fax or PDF copies of the parties' signatures shall have the same force and effect as original signatures.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Tandy Leather Factory, Inc.

By:/s/ William Warren, Secretary

By: /s/ Janet Carr, Grantee

Exhibit 10.3

Tandy leather Factory, Inc.

STAND-ALONE RESTRICTED STOCK Unit AGREEMENT

W I T N E S E T H:

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

Grant of Restricted Stock Units. Subject to the terms, conditions and restrictions set forth in this Agreement, the Company hereby grants to Grantee 460,000 Restricted Stock Units. Each Restricted Stock Unit represents a right to receive one share of the Company's common stock, par value $0.0024 per share ("Common Stock"), upon vesting of the Restricted Stock Unit as provided in Section 0 below. Vested Restricted Stock Units will be settled as provided in Section 0 below. The Company shall establish and maintain an account (the "Restricted Stock Unit Account") for Grantee and will credit the Restricted Stock Unit Account with the number of Restricted Stock Units granted to Grantee under this Agreement. The Restricted Stock Units granted hereunder are a matter of separate inducement and are not in lieu of salary or other compensation for the services of Grantee to the Company or any of its affiliates.

Vesting and Forfeiture Conditions. The Restricted Stock Units will vest, if at all, in accordance with this Section 0. For purposes of this Section 0, each date on which any Restricted Unit becomes vested in accordance with Section 0, 0 or 0 is a "Vesting Date."

General. Subject to the terms and conditions set forth in this Agreement and except as otherwise set forth in this Section 0, the Restricted Stock Units will vest in five equal annual installments of 20% of the Restricted Stock Units on each of the first through the fifth anniversaries of the Date of Grant (each such anniversary an "Anniversary Date"); provided that Grantee is employed by the Company or one of its affiliate on such Anniversary Date.

Death or Disability. If Grantee's employment with the Company and its affiliates is terminated as a result of Grantee's death or Disability (as defined in Grantee's employment agreement with the Company dated October 2, 2018, as may be amended from time to time (the "Employment Agreement")) before all Restricted Stock Units have vested, then a pro rata portion of the Restricted Stock Units otherwise scheduled to vest on the Anniversary Date next following the date of such termination shall become vested on the date of such termination. The pro rata portion to be vested shall be calculated by multiplying the number of Restricted Stock Units otherwise scheduled to vest on that Anniversary Date by a fraction, the numerator of which is the number of days following the immediately preceding Anniversary Date through the date of the termination of Grantee's employment and the denominator of which is 365.

Termination of Employment by the Company without Cause or by the Executive for Good Reason. If Grantee's employment with the Company and its affiliates is terminated by the Company without Cause (as defined in the Employment Agreement) or by Grantee with Good Reason (as defined in the Employment Agreement) before all Restricted Stock Units have vested, then a pro rata portion of the Restricted Stock Units otherwise scheduled to vest on the Anniversary Date next following the date of such termination shall become vested on the date of such termination. The pro rata portion to be vested shall be calculated by multiplying the number of Restricted Stock Units otherwise scheduled to vest on that Anniversary Date by a fraction, the numerator of which is the number of days following the immediately preceding Anniversary Date through the date of the termination of Grantee's employment and the denominator of which is 365.

Termination of Employment for Other Reasons. Notwithstanding anything in this Agreement to the contrary, if Grantee's employment with the Company and its affiliates is terminated for any reason other than those described in Sections 0 and 0 above, all Restricted Stock Units held by Grantee that have not vested as of the date of such termination shall automatically and immediately be forfeited by Grantee without any consideration therefor.

Settlement. The Company will settle Restricted Stock Units that vest on or before the 10th business day following their Vesting Date by issuing to Grantee one share of Common Stock for each Restricted Stock Unit that has satisfied all vesting requirements on that Vesting Date. On settlement, the Restricted Stock Units will cease to be credited to the Restricted Stock Unit Account. Subject to the satisfaction of the tax withholding provisions in Section 0 below, the Company will cause shares of Common Stock to be issued to Grantee following the applicable Vesting Date either by an appropriate entry in the books of the Company or of the Company's transfer agent or by delivery of a stock certificate, free of all restrictions except for applicable securities laws restrictions, and will enter Grantee's name as holder of record with respect to such shares of Common Stock on the books of the Company. Grantee acknowledges and agrees that shares of Common Stock may be issued in electronic form as a book entry with the Company's transfer agent and no physical certificates need be issued.

providing for a substitution or assumption of the Restricted Stock Units, accelerating the vesting, or termination, of the Restricted Stock Units; and

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Tandy Leather Factory, Inc.

By: /s/ William Warren, Secretary

By: /s/ Janet Carr, Grantee

Exhibit 99.1

FOR IMMEDIATE RELEASE October 2, 2018

Tandy Leather Factory Announces Leadership Changes

FORT WORTH, TEXAS - Tandy Leather Factory, Inc., ( NASDAQ: TLF ) the world's largest specialty retailer of leather and leathercraft related items, announced the resignation of CEO, Shannon Greene and President, Mark Angus, while appointing Janet Carr as its new Chief Executive Officer. Ms. Carr will also become a member of the Board of Directors.

Ms. Carr brings over 25 years of retail, digital and omni-channel experience to Tandy Leather. Most recently she was the SVP of Global Business Development for Caleres (formerly Brown Shoe). While there, she was responsible for international wholesale and retail for all of their brands. Prior to Caleres, she was the President of the Handbag Division of Nine West Group, where she was responsible for all aspects of design, development and sales in both wholesale and retail. Ms. Carr has deep experience in strategy and consumer insights in various roles at a number of prominent retailers including Tapestry (formerly Coach), Gap Inc. and Safeway. Earlier in her career, she was a management consultant focused on retail and consumer strategy for Booz Allen & Hamilton.

Janet Carr stated, "I am honored to be joining Tandy Leather, with its venerable heritage and strong market position. I look forward to working with the talented Tandy Leather team and the Board to guide the future of the Company."

Tandy Leather's Chairman of the Board, Jeff Gramm stated, "The Board of Directors is excited to have such a talented executive as Janet Carr, whose broad retail experience and impressive track record make her the perfect choice to lead Tandy Leather into its 100 ^th year. I also want to thank former CEO, Shannon Greene and former President, Mark Angus for their decades-long commitment to Tandy. The Company showed tremendous growth during their long tenures, and we want to thank them for all of their hard work to help make Tandy Leather what it is today."

Tandy Leather Factory, Inc., (http://www.tandyleather.com ), headquartered in Fort Worth, Texas, is a specialty retailer of a broad product line including leather, leatherworking tools, buckles and adornments for belts, leather dyes and finishes, saddle and tack hardware, and do-it-yourself kits. The Company distributes its products through its 117 North American stores located in 42 US states and 7 Canadian provinces, and three International stores located in the United Kingdom, Australia, and Spain. Its common stock trades on the Nasdaq with the symbol "TLF". To be included on Tandy Leather Factory's email distribution list, go to http://www.b2i.us/irpass.asp?BzID=1625&to=ea&s=0 .

Contact: Tina Castillo, Tandy Leather Factory, Inc. (817) 872-3200 or tcastillo@tandyleather.com

Mark Gilbert, Magellan Fin, LLC (317) 867-2839 or MGilbert@MagellanFin.com

This news release may contain statements regarding future events, occurrences, circumstances, activities, performance, outcomes and results that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Actual results and events may differ from those projected as a result of certain risks and uncertainties. These risks and uncertainties include but are not limited to: changes in general economic conditions, negative trends in general consumer-spending levels, failure to realize the anticipated benefits of opening retail stores; availability of hides and leathers and resultant price fluctuations; change in customer preferences for our product, and other factors disclosed in our filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.