Exhibit
10.10


BONUS AGREEMENT


THIS BONUS AGREEMENT
(this “Agreement”) is made and entered into effective as of December 27, 2005,
by and between Tuesday Morning Partners, Ltd., a Texas limited partnership (the
“Partnership”), and John F. Reeves, a resident of the State of Texas (“Executive”).


RECITALS:


WHEREAS, Executive
currently performs duties and has responsibilities to the Partnership as a key
employee; and


WHEREAS, the Partnership
desires to encourage Executive to remain in the employ of the Partnership, and
to grant Executive the opportunity to earn a bonus based upon such continuation
of employment and substantial services with the Partnership.


NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Partnership and Executive, intending to be legally
bound, agree as follows:


1.             Term.  Subject to Paragraph 2.2 below, this
Agreement shall commence upon the date hereof and shall terminate upon the full
satisfaction of all Bonus Payment (as hereinafter defined) obligations under this
Agreement.


2.             Bonus Payments.


2.1           Upon the execution of this Agreement by
the Partnership and Executive, the Partnership shall pay Executive a cash bonus
of $22,161.00 as an inducement to sign this Agreement.  Subject to Paragraph 2.2 below, Executive also
shall be entitled to the payment of a cash bonus on each day designated on Schedule
A attached hereto (each a “Payment Date”), in the amount designated to the
right of each Payment Date on Schedule A attached hereto (each a “Bonus
Payment”); provided, however, Executive shall not
be entitled to any Bonus Payment if he is not, for any reason, a full-time
employee of the Partnership on the relevant Payment Date.  Each Bonus Payment shall be paid to Executive
within five (5) business days after the applicable Payment Date.


2.2           Notwithstanding any provisions to the
contrary contained herein, this Agreement shall terminate and no additional unearned
Bonus Payments shall be paid to Executive upon the occurrence of any of the
following events:  (i) Executive’s death,
(ii) Executive’s resignation as an employee of the Partnership for any reason,
(ii) receipt by Executive of written notice from the Partnership that Executive
is being terminated for any reason or (iv) Executive’s Disability (as
hereinafter defined).  For purposes of
this Agreement, “Disability” shall mean the Executive’s inability to perform
his duties, obligations, and the essential functions of his position, with or
without reasonable accommodations, for a period of 90 consecutive days due to
mental or physical incapacity as determined by the Chief Financial Officer of Days
of the Week, Inc., a


 

















 


Delaware
corporation and the general partner of the Partnership (the “General Partner”),
based on the advice of a physician, if the Chief Financial Officer of the General
Partner determines that such advice is necessary or advisable to make a
determination of “Disability.”


2.3           In addition to the payments enumerated on
Schedule A attached hereto, Executive may be paid additional bonuses based
upon, among other things, Executive’s job performance and the performance of
the Partnership, as determined in the sole discretion of the Partnership.


3.             Not an Employment Contract.  Executive
acknowledges and agrees that (a) the provisions of this Agreement shall not
constitute an employment agreement or arrangement between Executive and the Partnership,
(b) Executive shall remain an “at-will” employee of the Partnership, (c)
Executive’s employment with the Partnership may be terminated by the Partnership
for any reason or no reason at any time and (d) nothing contained herein shall
confer upon Executive any right to continuance of employment by the Partnership
or any of its affiliates.  Furthermore,
the parties agree that Executive remains subject to changes in salary,
transfer, change of job assignment, discipline, discharge or any other change
of his employment status.


4.             Notice.  For the
purposes hereof, notices and all other communications provided for herein shall
be in writing and shall be deemed to have been duly given when delivered
personally or when deposited in the United States mail, registered or certified
and return receipt requested, postage prepaid, addressed to the General Partner
at its principal executive offices and to Executive at his address as shown on
the records of the Partnership, provided that all notices to the General
Partner shall be directed to the attention of the Chief Financial Officer of the
General Partner with a copy to the Vice President-Finance of the General Partner,
except that notices of change of address shall be effective only upon receipt.


5.             Assignment.  This
Agreement and Executive’s rights and obligations hereunder, including without
limitation any rights Executive may have to receive a Bonus Payment, shall not
be assignable by Executive and any assignment or attempted assignment by
Executive of his rights or obligations hereunder shall be null and void and without
effect unless the prior written consent of the Partnership is obtained.


6.             Withholding Taxes.  The
Partnership will withhold from all payments to be paid to Executive pursuant to
this Agreement all required taxes that, by applicable federal, state, local or
other law of any applicable jurisdiction, the Partnership is required to so
withhold.


7.             Right of Offset. 
The Partnership shall be entitled to offset against the payment due
Executive hereunder any amounts or claim which the Partnership may have against
Executive.


8.             Entire Agreement; Amendment; Waiver.  This
Agreement constitutes the entire agreement and understanding between the Partnership
and Executive with respect to the subject matter hereof, and supersedes all previous
written or oral representations, promises, agreements, understandings, or
negotiations between the parties regarding the subject matter hereof, whether


 


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expressed or implied.  No change or modification to this Agreement
shall be valid or binding unless it is in writing and duly executed by both
parties hereto.  No waiver (whether by
act or course of conduct or omission or otherwise) of any provision of this
Agreement shall be valid unless it is in writing and signed by the party to be
charged thereby.  No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision hereof to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.


9.             Severability.  If
a court of competent jurisdiction determines that any provision of this
Agreement is invalid or unenforceable, then the invalidity or unenforceability
of that provision shall not affect the validity or enforceability of any other
provisions of this Agreement, and all other provisions shall remain in full
force and effect.  Further, such invalid
or unenforceable provision shall be reformed or construed to the extent
permitted by law so that such provision may be valid, legal and enforceable to
the maximum extent possible.


10.           Captions.  The captions
of the various paragraphs of this Agreement have been inserted only for
purposes of convenience, and shall not be deemed in any manner to modify,
explain, enlarge or restrict any of the provisions of the Agreement.


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


12.           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas and applicable United States federal law without
giving effect to any choice of law or conflict of laws rules or provisions
(whether of the State of Texas or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Texas or
the United States federal law.


 


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  IN WITNESS WHEREOF, the parties hereto have signed this Agreement
  effective as of the day and year first above written.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTNERSHIP:

  	
   

  
	
   

  	
  TUESDAY MORNING PARTNERS, LTD., by its general partner Days of the
  Week, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terry L. Crump

  	
   

  
	
   

  	
  Name:

  	
  Terry L. Crump

  	
   

  
	
   

  	
  Title:

  	
  VP Finance

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John F.
  Reeves

  	
   

  
	
   

  	
  John F. Reeves

  	
   

  



 


 


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SCHEDULE A


 


Bonus Payment Schedule


 


 




	
  Payment Date

  	
   

  	
  Bonus
  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 27, 2006

  	
   

  	
  $22,161.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 27, 2007

  	
   

  	
  $22,161.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 27, 2008

  	
   

  	
  $22,161.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 15, 2009

  	
   

  	
  $5,539.00

  	
   

  






 


 


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