Exhibit 10.2


 


INCENTIVE STOCK OPTION AWARD AGREEMENT


FOR EMPLOYEES


 


Tuesday
Morning Corporation

2008 Long-Term Equity Incentive Plan


 


This INCENTIVE
STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday
Morning Corporation, a Delaware corporation (the “Company”),
and                                 
(“Optionee”).  The Board of Directors of the Company has
adopted, and the stockholders of the Company have approved, the Tuesday Morning
Corporation 2008 Long-Term Equity Incentive Plan (the “Plan”), the
terms of which are incorporated by reference herein in their entirety.  The Company has agreed to grant Optionee this
option to purchase shares of common stock of the Company as an inducement for Optionee’s
continued and effective performance of services for the Company.  Any term used in this Agreement that is not
specifically defined herein shall have the meaning specified in the Plan.


 


IT IS AGREED:


 


1.                                     Grant of Option. Subject to the
terms of the Plan, this Agreement and the Notice of Grant of Stock Options and
Option Agreement to which this Agreement is attached (the “Option
Notice”),                      (the
“Grant Date”), the Company granted to
Optionee an option (the “Option”) to
purchase                          shares
of the common stock of the Company, $.01 par value per share (the “Common Stock”), at a price of                           
per share (the “Exercise Price”), subject to
adjustment as provided in the Plan.


 


2.                                     Type of Option.  The Option is an incentive stock option which
is intended to be governed by section 422 of the Code.  To the extent the Option or any part thereof
fails to qualify as an incentive stock option, it shall be treated as a
nonqualified stock option.


 


3.                                     Optionee’s Agreement.  In accepting the Option, Optionee accepts and
agrees to be bound by all the terms and conditions of the Plan which pertain to
incentive stock options granted under the Plan.


 


4.                                     Disqualifying Disposition.  If Optionee disposes of Common Stock transferred to Optionee upon
Optionee’s exercise of the Option within two years after the date of the
granting of the Option or within one year after the transfer of the Common
Stock to Optionee, all or a portion of the Option will be taxed as if it were a
nonqualified stock option rather than an incentive stock option.


 


5.                                     $100,000 Limit on ISOs.  To the extent that the aggregate fair market
value of Common Stock with respect to which incentive stock options are
exercisable for the first time by Optionee during any calendar year (under the
Plan or any other plan of the Company or its Affiliates) exceeds $100,000, the
options will be treated as nonqualified stock options.  For purposes of this rule, the fair market
value of the stock is determined at the time the option for the stock is granted.


 





















 


6.                                     Vesting of Option.  Subject to the provisions hereof and the
provisions of the Plan, the Option will vest and become exercisable ratably on
a daily basis commencing on the day following the Grant Date and ending on the
third anniversary of the Grant Date (the “Vesting Period”)
so that on the third anniversary of the Grant Date the Option shall be
exercisable in full, provided that Optionee is and has been continuously
employed by the Company or any Subsidiary (as that term is defined in Section 23)
from the date of this Agreement through such date.  Any reference to “daily” vesting in the
Option Notice shall mean that the Option vests ratably on a daily basis during
the Vesting Period.  To the extent not
exercised, installments shall be cumulative and may be exercised in whole or in
part.  In the event that Optionee’s
employment is terminated by the Company without cause or by Optionee with good reason,
(a) the portion of the Option which is then vested will continue to be
exercisable until the tenth anniversary of the Grant Date (the “Option General Expiration Date”) and (b) if the Option
is not then fully vested and exercisable an amount of the shares of Common
Stock subject to the Option equal to one more year’s vesting (or such lesser number
of shares as are not then vested) will vest and become exercisable upon such
termination and will continue to be exercisable until the Option General
Expiration Date.  No portion of the Option
shall be exercisable in any event on or after the Option General Expiration
Date; provide, however, that if Optionee is a ten percent (10%) shareholder
within the meaning of section 422(b)(6) of the Code on the Grant Date,
an option shall not be exercisable after the expiration of five years from the Grant
Date.  An option may not be exercised for
a fraction of a share of Common Stock.


 


7.                                     Manner of Exercise.


 


(a)           To the extent that the Option is vested
and exercisable in accordance with Section 6 of this Agreement, the Option
may be exercised by Optionee at any time, or from time to time, in whole or in
part, on or prior to the termination of the Option (as set forth in Sections 6
and 8 of this Agreement) upon payment of the Exercise Price for the shares to
be acquired in accordance with the terms and conditions of this Agreement and the
Plan.


 


(b)           If Optionee is entitled to exercise
the vested and exercisable portion of the Option, and wishes to do so, in whole
or part, Optionee shall (i) deliver to the Company a fully completed and
executed notice of exercise, in the form attached as Annex
A hereto, or such other form as may hereinafter be
designated by the Company in its sole discretion, specifying the exercise date
and the number of shares of Common Stock to be purchased pursuant to such
exercise and (ii) remit to the Company in a form satisfactory to the
Company, in its sole discretion, the Exercise Price for the shares to be
acquired on exercise of the Option, plus an amount sufficient to satisfy any
withholding tax obligations of the Company that arise in connection with such
exercise (as determined by the Company) in accordance with the provisions of
Sections 5.7 and 15.3 of the Plan.


 


(c)           The Company’s obligation to deliver shares
of the Common Stock to Optionee under this Agreement is subject to and
conditioned upon Optionee satisfying all tax obligations associated with
Optionee’s receipt, holding and exercise of the Option.  Unless otherwise approved by the Committee,
all such tax obligations shall be payable in accordance with the provisions of Section 5.7
of the Plan.  The Company and its
Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise
due to Optionee the amount necessary to satisfy all such taxes.


 


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(d)           Upon full payment of the Exercise
Price and satisfaction of all applicable tax obligations, and subject to the
applicable terms and conditions of the Plan and the terms and conditions of
this Agreement, the Company shall cause certificates for the shares purchased
hereunder to be delivered to Optionee or cause an uncertificated book-entry
representing the such shares to be made.


 


8.                                     Termination of Option.  Except as otherwise provided in Section 6
of this Agreement, unless the Option terminates earlier as provided in this Section 8
the Option shall terminate and become null and void on the Option General
Expiration Date.  Except as otherwise
provided in Section 6 of this Agreement, if Optionee ceases to be an
employee of the Company for any reason the Option shall not continue to vest
after such cessation of service as an employee.


 


(a)           If Optionee ceases to be an employee
of the Company and any Subsidiary due to death or Disability, (i) the portion
of the Option that was exercisable on the date of such cessation shall remain exercisable
for, and shall otherwise terminate and become null and void at the end of, a
period of one year from the date of such death or Disability, but in no event
after the Option General Expiration Date; and (ii) the portion of the
Option that was not exercisable on the date of such cessation shall be
forfeited and become null and void immediately upon such cessation.  Notwithstanding the foregoing, if the
Disability giving rise to the termination of employment is not within the
meaning of section 422(e)(3) of the Code, if the Option is not
exercised by Optionee within 90 days after the date of termination of
employment the Option will cease to qualify as an ISO and will be treated as NSO
under the Plan if required to be so treated under the Code.


 


(b)           If Optionee ceases to be an employee
of the Company and any Subsidiary upon the occurrence of Optionee’s Retirement
(as that term is defined in Section 23), (A) the portion of the
Option that was exercisable on the date of Retirement shall remain exercisable
for, and shall otherwise terminate and become null and void at the end of, a
period of up to three years after the date of Retirement, but in no event after
(x) the Option General Expiration Date or (y) the day before the date
Optionee begins engaging in Competition (as that term is defined in Section 23)
during such three-year period unless he or she receives written consent to do
so from the Board or the Committee, and (B) the portion of the Option that
was not exercisable on the date of Retirement shall be forfeited and become
null and void immediately upon such Retirement. 
Notwithstanding the foregoing, if the Option is not exercised by Optionee
within 90 days after Retirement the Option will cease to qualify as an ISO
and will be treated as NSO under the Plan if required to be so treated under
the Code.


 


(c)           If Optionee ceases to be an employee
of the Company or a Subsidiary due to Cause, all of the Option shall be
forfeited and become null and void immediately upon such cessation, whether or
not then exercisable.  For purposes of
this Section 8(c) the term “Cause” means
the occurrence of one of the following events: 
(i) the commission of a felony or a crime involving moral turpitude
or the commission of any other act or omission involving dishonesty, disloyalty
or fraud with respect to the Company or any of its Subsidiaries; (ii) conduct
tending to bring the Company or any of its Subsidiaries into substantial public
disgrace or disrepute; (iii) substantial and repeated failure to perform
duties properly assigned or as reasonably directed, as determined by the
Company; (iv) gross negligence or willful misconduct with 


 


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respect to the Company or any of its Subsidiaries; or (v) breach
of duty of loyalty to the Company or any of its Subsidiaries or other act of
fraud or dishonesty with respect to the Company or any of its Subsidiaries.


 


(d)           If Optionee ceases to be an employee
of the Company or a Subsidiary for any reason other than death, Disability,
Retirement or Cause, (i) the portion of the Option that was exercisable on
the date of such cessation shall remain exercisable for, and shall otherwise
terminate and become null and void at the end of, a period of up to 90-days
after the date of such cessation, but in no event after (x) the Option
General Expiration Date or (y) the day before the date Optionee begins
engaging in Competition during such 90-day period unless he or she receives
written consent to do so from the Board or the Committee, and (ii) the
portion of the Option that was not exercisable on the date of such cessation
shall be forfeited and become null and void immediately upon such cessation.  In the event Optionee has entered into an
employment contract with the Company, the termination provisions of the
employment contract will supersede the terms stated in section 6(d) herein.


 


(e)           Upon the death of Optionee prior to
the expiration of the Option, Optionee’s executors, administrators or any
person or persons to whom the Option may be transferred by will or by the laws
of descent and distribution, shall have the right, at any time prior to the termination
of the Option to exercise the Option with respect to the number of shares that
Optionee would have been entitled to exercise if he were still alive.


 


9.                                     Tax Withholding.  To the extent that the receipt of the Option,
this Agreement or the Option Notice, the vesting of the Option or the exercise
of the Option results in income to Optionee for federal, state or local income,
employment or other tax purposes with respect to which the Company or its
Subsidiaries or any Affiliate has a withholding obligation, Optionee shall
deliver to the Company at the time of such receipt, vesting or exercise, as the
case may be, such amount of money as the Company or its Subsidiaries or any Affiliate
may require to meet its obligation under applicable tax laws or regulations,
and, if Optionee fails to do so, the Company or its Subsidiaries or any Affiliate
is authorized to withhold from the shares subject to the Option (based on the
Fair Market Value of such shares as of the date the amount of tax to be
withheld is determined) or from any cash or stock remuneration then or
thereafter payable to Optionee any tax required to be withheld by reason of
such taxable income, sufficient to satisfy the withholding obligation.


 


10.                               Capital Adjustments and Reorganizations.
The existence of the Option shall not affect in any way the right or power of
the Company or any company the stock of which is awarded pursuant to this Agreement
to make or authorize any adjustment, recapitalization, reorganization or other
change in its capital structure or its business, engage in any merger or
consolidation, issue any debt or equity securities, dissolve or liquidate, or
sell, lease, exchange or otherwise dispose of all or any part of its assets or
business, or engage in any other corporate act or proceeding.


 


11.                               Employment Relationship. For
purposes of this Agreement, Optionee shall be considered to be in the
employment of the Company as long as Optionee has an employment relationship
with the Company.  The Committee shall
determine any questions as to whether and when there has been a termination of
such employment relationship, and the cause of such 


 


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termination, under the Plan and the Committee’s
determination shall be final and binding on all persons.


 


12.                               Not an Employment Agreement.  This Agreement is not an employment agreement,
and no provision of this Agreement shall be construed or interpreted to create
an employment relationship between Optionee and the Company, its Subsidiaries
or any of its Affiliates or guarantee the right to remain employed by the
Company, its Subsidiaries or any of its Affiliates for any specified term.


 


13.                               No Rights As Stockholder.  Optionee shall not have any rights as a
stockholder with respect to any shares covered by the Option until the date of
the issuance of such shares following Optionee’s exercise of the Option
pursuant to its terms and conditions and payment of all amounts for and with
respect to the shares.  No adjustment
shall be made for dividends or other rights for which the record date is prior
to the date a certificate or certificates are issued for such shares or an
uncertificated book-entry representing such shares is made.


 


14.                               Legend.  Optionee consents to the placing on the
certificate for any shares covered by the Option of an appropriate legend
restricting resale or other transfer of such shares except in accordance with
the Securities Act of 1933 and all applicable rules thereunder.


 


15.                               Notices.  Any notice, instruction, authorization,
request, demand or other communications required hereunder shall be in writing,
and shall be delivered either by personal delivery, by telegram, telex, telecopy
or similar facsimile means, by certified or registered mail, return receipt
requested, or by courier or delivery service, addressed to the Company at the
Company’s principal business office address to the attention of the Corporate
Tax Director and to Optionee at Optionee’s residential address as it appears on
the books and records of the Company, or at such other address and number as a
party shall have previously designated by written notice given to the other
party in the manner hereinabove set forth. 
Notices shall be deemed given when received, if sent by facsimile means
(confirmation of such receipt by confirmed facsimile transmission being deemed
receipt of communications sent by facsimile means); and when delivered (or upon
the date of attempted delivery where delivery is refused), if hand-delivered,
sent by express courier or delivery service, or sent by certified or registered
mail, return receipt requested.


 


16.                               Amendment and Waiver. Except as
otherwise provided herein or in the Plan or as necessary to implement the
provisions of the Plan, this Agreement may be amended, modified or superseded
only by written instrument executed by the Company and Optionee.  Only a written instrument executed and
delivered by the party waiving compliance hereof shall waive any of the terms
or conditions of this Agreement.  Any
waiver granted by the Company shall be effective only if executed and delivered
by a duly authorized director or officer of the Company other than Optionee.  The failure of any party at any time or times
to require performance of any provisions hereof shall in no manner effect the
right to enforce the same.  No waiver by
any party of any term or condition, or the breach of any term or condition contained
in this Agreement, in one or more instances, shall be construed as a continuing
waiver of any such condition or breach, a waiver of any condition, or the
breach of any other term of condition.


 


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17.                               Dispute Resolution.  In the event of any difference of opinion
concerning the meaning or effect of the Plan or this Agreement, such difference
shall be resolved by the Committee.


 


18.                               Governing Law  and
Severability. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware without regard
to its conflicts of law provisions.  The
invalidity of any provision of this Agreement shall not affect any other
provision of this Agreement, which shall remain in full force and effect.


 


19.                               Transfer Restrictions. The shares of
Common Stock subject to the Option granted hereby may not be sold or otherwise
disposed of in any manner that would constitute a violation of any applicable
federal or state securities laws.  Optionee
also agrees (a) that the Company may refuse to cause the transfer of shares
of Common Stock subject to the Option to be registered on the applicable stock
transfer records if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (b) that the Company may give related instructions to the transfer
agent, if any, to stop registration of the transfer of the shares of Common
Stock subject to the Option.


 


20.                               Successors and Assigns.  This Agreement shall, except as herein stated
to the contrary, inure to the benefit of and bind the legal representatives,
successors and assigns of the parties hereto.


 


21.                               Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original for all purposes but
all of which taken together shall constitute but one and the same instrument.


 


22.                               Option Transfer Prohibitions.  The Option granted to Optionee under this
Agreement shall not be transferable or assignable by Optionee other than by
will or the laws of descent and distribution, and shall be exercisable during
Optionee’s lifetime only by him.


 


23.                               Definitions.  The words and phrases defined in this Section 23
shall have the respective meanings set forth below throughout this Agreement,
unless the context in which any such word or phrase appears reasonably requires
a broader, narrower or different meaning.


 


(a)           “Competition”
means Optionee engaging in, or otherwise directly or indirectly being employed
by or acting as a consultant or lender to, or being a director, officer,
employee, principal, agent, stockholder, member, owner or partner of, or
permitting Optionee’s name to be used in connection with the activities of any
other business or organization which competes, directly or indirectly, with the
business of the Company as the same shall be constituted at any time during the
period Optionee was employed by or affiliated with the Company.


 


(b)           “Retirement”
means retirement as defined under any Company pension plan or retirement
program.


 


(c)           “Subsidiary”
means a corporation or other entity of which outstanding shares or ownership
interests representing 50% or more of the combined voting power of such 


 


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corporation or other entity entitled to elect the
management thereof are owned directly or indirectly by the Company.


 


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IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered to be effective as of the Grant
Date.


 


	
   

  	
  TUESDAY
  MORNING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name of Optionee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
								



 


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Annex  A


 


[To Be Attached]