Exhibit
10.9


BONUS AGREEMENT


THIS BONUS AGREEMENT
(this “Agreement”) is made and entered into effective as of December 27, 2005,
by and between Tuesday Morning, Inc., a Texas corporation (the “Company”), and Loren
K. Jensen, a resident of the State of Texas (“Executive”).


RECITALS:


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


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


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 Company 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 Company and Executive, the Company shall pay Executive a cash bonus of $29,698.00
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 Company 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 Company for any
reason, (ii) receipt by Executive of written notice from the Company 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 Executive Officer of
the Company, based on the


 

















 


advice of a
physician, if the Chief Executive Officer 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 Company, as determined in the sole discretion of the Company.


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
Company, (b) Executive shall remain an “at-will” employee of the Company, (c)
Executive’s employment with the Company may be terminated by the Company 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 Company 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 Company at its
principal executive offices and to Executive at his address as shown on the
records of the Company, provided that all notices to the Company shall be
directed to the attention of the Chief Executive Officer of the Company with a
copy to the Vice President-Finance of the Company, 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 Company is obtained.


6.             Withholding Taxes.  The
Company 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 Company is required to so
withhold.


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


8.             Entire Agreement; Amendment; Waiver.  This
Agreement constitutes the entire agreement and understanding between the Company
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
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


 


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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.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPANY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TUESDAY MORNING, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen Mason

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Kathleen Mason

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Loren K.
  Jensen

  	
   

  
	
   

  	
  Loren K. Jensen

  	
   

  
						



 


 


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SCHEDULE A


 


Bonus Payment Schedule


 


 




	
  Payment Date

  	
   

  	
  Bonus
  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 27, 2006

  	
   

  	
  $29,698.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 27, 2007

  	
   

  	
  $29,698.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 5, 2008

  	
   

  	
  $7,424.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


 


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