EXHIBIT 10.1


SECOND AMENDMENT TO THE


TUESDAY MORNING CORPORATION


2004 LONG-TERM EQUITY INCENTIVE PLAN


 


                THIS SECOND AMENDMENT TO THE TUESDAY MORNING
CORPORATION 2004 LONG-TERM EQUITY INCENTIVE PLAN (this “Amendment”) is
effective as set forth below and is made by the Compensation Committee (the “Committee”)
of Tuesday Morning Corporation, a Delaware corporation (the “Company”), subject
in certain cases to stockholder approval of this Amendment.


PRELIMINARY
STATEMENTS


                A.            The Company has previously established the Tuesday
Morning Corporation 2004 Long-Term Equity Incentive Plan, as amended (the “2004
Plan”), for the benefit of certain directors (including Non-Employee
Directors), officers and key employees of, and certain other key individuals
who perform services for, the Company and/or its Subsidiaries.  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the 2004 Plan.


                B.            Pursuant to the Compensation Committee Charter, the
Committee has the right to make certain amendments to the 2004 Plan.


                C.            The Committee desires to amend the 2004 Plan to (1)
increase the aggregate number of Shares with respect to which Restricted Stock
awards may be granted under the 2004 Plan and (2) add a provision to the 2004
Plan regarding compliance with section 409A of the Internal Revenue Code of
1986, as amended, and the Department of Treasury rules and regulations issued
thereunder.


AMENDMENT


                NOW, THEREFORE, the 2004 Plan is
hereby amended as follows:


                1.             DEDICATED SHARES; MAXIMUM AWARD.  Subject to stockholder approval, the first
paragraph of Section 4 is hereby amended and restated in its entirety to read
as follows:


“The aggregate number of shares of Common Stock (the “Shares”) with respect to which awards may be granted under the
Plan is 2,000,000.  The Committee shall
determine the appropriate methodology for calculating the number of shares of
Common Stock issued pursuant to the Plan. 
The aggregate number of Shares with respect to which Incentive Stock
Options may be granted under the Plan is 2,000,000.  The aggregate number of Shares with respect
to which Nonqualified Stock Options may be granted under the Plan is
2,000,000.  The aggregate number of
Shares with respect to which Stock Appreciation Rights may be granted under the
Plan is 2,000,000.  The aggregate number
of Shares with respect to which Restricted Stock awards may be granted under
the Plan shall not exceed 1,000,000, subject to the limitation set forth in the
last sentence of this paragraph.  The
aggregate number of Shares with respect to which Performance 


 


 


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Stock Awards may be granted under the Plan shall not exceed 400,000,
subject to the limitation set forth in the last sentence of this
paragraph.  Notwithstanding any other
provision of the Plan to the contrary, the number of Shares the Committee may
award under the Plan as Restricted Stock and Performance Stock Awards shall not
exceed in the aggregate 1,000,000.”


                This amendment to the first
paragraph of Section 4, and the changes to the provisions of the 2004 Plan
effected thereby, shall be effective upon stockholder approval.


                2.             COMPLIANCE WITH SECTION 409A.  A new Section 20 is hereby added and the 2004
Plan is hereby amended effective January 1, 2005 to reflect the following
addition:


“20.         Compliance
with Section 409A.


Notwithstanding any other provision of the Plan to the contrary, awards
granted under the Plan shall be designed, granted and administered in such a
manner that they are either exempt from the application of, or comply with, the
requirements of section 409A of the Code and the Department of Treasury rules
and regulations issued thereunder (collectively, “Section 409A”).  If the Committee determines that an award
granted under the Plan, Award Agreement, payment, distribution, deferral
election, transaction, or any other action or arrangement contemplated by the
provisions of the Plan would, if undertaken, cause a Holder to become subject
to additional taxes under Section 409A, then unless the Committee specifically
provides otherwise, such award, Award Agreement, payment, distribution,
deferral election, transaction or other action or arrangement shall not be
given effect to the extent it causes such result and the related provisions of
the Plan and/or Award Agreement will be deemed modified, or, if necessary,
suspended in order to comply with the requirements of Section 409A to the
extent determined appropriate by the Committee, in each case without the
consent of or notice to Holder.  The period
of exercisability of an Option or a SAR shall not be extended to the extent
that such extension would subject Holder to additional taxes under Section
409A.”


                This amendment adding a new
Section 20, and the changes to the provisions of the 2004 Plan effected
thereby, shall be effective January 1, 2005.


                Except as expressly set forth
herein, the 2004 Plan shall remain in full force and effect without further
amendment or modification.


 


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                IN WITNESS WHEREOF, this
Amendment has been executed by a duly authorized officer of the Company as of
the date specified below and effective as set forth herein.


	
   

  	
   

  	
   

  	
   

  	
   

  	
  TUESDAY MORNING CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: November 7, 2007

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ ELIZABETH SCHROEDER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Elizabeth A. Schroeder

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer, Secretary and

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Treasurer

  	
   

  



 


 


 


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