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1.
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If Tandy Leather Factory, Inc. is required to prepare a financial restatement (i) to correct an error in previously issued financial statements that is
material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, as determined with the oversight of
the Board’s Audit Committee, the Board will review all performance-based compensation earned by an Executive Officer in whole or part for the period affected by the restatement (the “Recovery Period”). This review will be without regard to
the responsibility or involvement of any Executive Officer in the actions that led to the restatement. If the performance-based compensation for any of the three completed fiscal years immediately preceding the date on which Tandy Leather
Factory, Inc. was required to prepare a financial restatement would have been lower if such compensation had been based on the restated results, the Board shall, to the full extent required and permitted by applicable law, seek recovery
from (or not pay to) any Executive Officer any portion of such performance-based compensation, calculated on a pre-tax basis, that would not have been paid (or is not payable) if the performance-based compensation had been granted, vested,
or earned based on the restated financial information.
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2.
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Unlawful activity, fraud, or intentional or willful misconduct by any award recipient under any of the Company’s compensation plans, which results in
material harm to the Company. Forfeiture or recovery may be sought from any award recipient who engaged in such misconduct in an amount determined by the Board in its sole discretion if the underlying conduct occurred during any of the
three fiscal years preceding the grant, payment, vesting, or settlement of the award. The amount of such forfeiture or recovery shall be determined by the Board in its sole discretion, and may be the entire incentive compensation amount,
not limited to the achievement of specified financial results.
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