Exhibit
10.2


 


RESTRICTED STOCK AWARD
AGREEMENT


 


Tuesday Morning Corporation

2004 Long-Term Equity Incentive Plan


 


This RESTRICTED STOCK AWARD
AGREEMENT (this “Agreement”) is
made by Tuesday Morning Corporation, a Delaware corporation (the “Company”), as of                           
(the “Grant Date”), pursuant to the Tuesday
Morning Corporation 2004 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference
herein in their entirety.


 


WHEREAS, the Company desires to
grant to                     
(the “Awardee”) the shares of equity
securities specified herein (“Restricted  Shares”), subject to the terms and conditions of this
Agreement;


 


NOW, THEREFORE, in consideration
of the premises, mutual covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company agrees as follows:


 


1.             Grant of Restricted Shares.  Effective as
of the Grant Date, the Company shall cause to be issued in the Awardee’s name
the following Restricted Shares:               
shares of the Company’s common stock, $.01 par value.  The Company shall cause certificates
evidencing the Restricted Shares, and any Retained Distributions issued with
respect to the Restricted Shares, to be issued in the Awardee’s name.  During the Restricted Period such
certificates shall bear a restrictive legend to the effect that ownership of
such Restricted Shares (and any such Retained Distributions), and the enjoyment
of all rights appurtenant thereto, are subject to the restrictions, terms, and
conditions provided in the Plan and this Agreement.  The Awardee shall have the right to vote the
Restricted Shares awarded to the Awardee and to receive and retain all regular
cash dividends, and to exercise all other rights, powers and privileges of a
holder of Common Stock, with respect to such Restricted Shares, with the
exception that (a) the Awardee shall not be entitled to delivery of the
stock certificate or certificates representing such Restricted Shares until the
Forfeiture Restrictions applicable thereto shall have expired, (b) the
Company shall retain custody of all Retained Distributions made or declared
with respect to the Restricted Shares (and such Retained Distributions shall be
subject to the same restrictions, terms and conditions as are applicable to the
Restricted Shares) until such time, if ever, as the Restricted Shares with
respect to which such Retained Distributions shall have been made, paid, or
declared shall have become vested, and such Retained Distributions shall not
bear interest or be segregated in separate accounts and (c) the Awardee
may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the
Restricted Shares or any Retained Distributions during the Restricted
Period.  Upon issuance the certificates
for the Restricted Shares shall be delivered to the Secretary of the Company or
to such other depository as may be designated by the Committee as a depository
for safekeeping until the forfeiture of such Restricted Shares occurs or the
Forfeiture Restrictions lapse, together with stock powers or other instruments
of assignment, each endorsed in blank, which will permit transfer to the
Company of all or any portion of the Restricted Shares and any securities
constituting Retained Distributions which shall be forfeited in accordance with
the Plan and this Agreement.  In
accepting the award of Restricted Shares set forth in this Agreement the
Awardee accepts and agrees to be bound by all the terms and conditions of the
Plan and this Agreement.


 


2.             Definitions.  For purposes
of this Agreement, the following terms shall have the meanings indicated below:


 


(a)           “Forfeiture Restrictions”
shall mean any prohibitions and restrictions set forth herein with respect to
the sale or other disposition of Restricted Shares issued to the Awardee
hereunder and the obligation to forfeit and surrender such Restricted Shares to
the Company.


 


(b)           “Restricted Period”
shall mean the period designated by the Committee during which Restricted
Shares may not be sold, assigned, transferred, pledged, or otherwise
encumbered.


 

















 


(c)           “Restricted Shares”
shall mean Shares that are subject to the Forfeiture Restrictions under this
Agreement.


 


(d)           “Retained Distributions”
shall mean any securities or other property (other than regular cash dividends)
distributed by the Company in respect of Restricted Shares during any
Restricted Period.


 


Capitalized terms not otherwise defined in this
Agreement shall have the meanings given to such terms in the Plan.


 


3.             Transfer Restrictions.  The Restricted
Shares granted hereby may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of (other than by
will or the applicable laws of descent and distribution) to the extent then
subject to the Forfeiture Restrictions. 
Any such attempted sale, assignment, pledge, exchange, hypothecation,
transfer, encumbrance or disposition in violation of this Agreement shall be
void and the Company shall not be bound thereby.  Further, the Restricted Shares granted hereby
that are no longer subject to Forfeiture Restrictions may not be sold or
otherwise disposed of in any manner that would constitute a violation of any applicable
federal or state securities laws.  The
Awardee also agrees (a) that the Company may refuse to cause the transfer
of the Restricted Shares 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 Restricted Shares.


 


4.             Vesting.  The Restricted
Shares that are granted hereby shall be subject to Forfeiture
Restrictions.  The Forfeiture
Restrictions shall lapse as to the Restricted Shares that are granted hereby in
accordance with the provisions of subsections (a) through (d) of
this Section 4.


 


(a)           Generally. 
The Forfeiture Restrictions shall lapse as to the Restricted Shares that
are granted hereby as provided in subsections (b), provided that the
Awardee’s service as an employee has not terminated prior to the applicable
date provided in subsection (b).  If
the Awardee’s service as a employee terminates before a date provided in
subsections (b) then except as otherwise specified in
subsections (c) or (d) below the Forfeiture Restrictions then
applicable to any of the Restricted Shares shall not lapse and all of the
Restricted Shares with respect to which Forfeiture Restrictions have not then
lapsed shall be forfeited to the Company upon such cessation of service.


 


(b)           Period Following Achievement of
Performance Goal.  The Restricted Shares shall not vest
either in part or in whole unless the performance goal set forth on the
attached Exhibit 1
(the “Performance Goal”) is achieved by June 30,
2009 (the “Performance Date”).  If the Performance Goal is achieved by the
Performance Date then the Restricted Shares will vest (subject to the
provisions of subsection (a)) in accordance with the following schedule:


 


(i)                           ,
the Forfeiture Restrictions shall lapse, and the Restricted Shares will vest,
with respect to one-third of the Restricted Shares;


 


(ii)                          ,
the Forfeiture Restrictions shall lapse, and the Restricted Shares will vest,
with respect to an additional one-third of the Restricted Shares; and


 


(iii)                         ,
the Forfeiture Restrictions shall lapse, and the Restricted Shares will vest,
with respect to the remaining one-third of the Restricted Shares, so that on June 30,
2011 the Restricted Shares will vest in full.


 


If the Performance Goal is not achieved by the Performance Date then
the Forfeiture Restrictions shall not lapse and the Restricted Shares and all
rights of the Awardee pursuant to this Agreement 


 

















 


shall lapse and become null and void, and all of the Restricted Shares
shall be forfeited to the Company, on the Performance Date.


 


(c)           Death or Disability. 
Notwithstanding any provisions of Section 4 to the contrary, in the
event the Awardee’s service as an employee is terminated due to the death or
Disability of the Awardee prior to a date provided in subsections (b), the
Forfeiture Restrictions for all of the Restricted Shares with respect to which
Forfeiture Restrictions have not then lapsed shall lapse on the date of such
cessation of service due to death or Disability.


 


(d)           Change in Control. 
Notwithstanding any provisions of Section 4 to the contrary, in the
event a Change in Control occurs prior to the date the Awardee’s service with
the Company is terminated the Forfeiture Restrictions for all of the Restricted
Shares with respect to which Forfeiture Restrictions have not then lapsed shall
lapse on the date of such Change in Control.


 


5.             Effect of Lapse of
Restrictions.  Upon the lapse of the Forfeiture Restrictions
with respect to a Restricted Share granted hereby the Company shall cause to be
delivered to the Awardee a stock certificate representing such Restricted
Share, and such Restricted Share shall be transferable by the Awardee (except
to the extent that any proposed transfer would, in the opinion of counsel
satisfactory to the Company, constitute a violation of applicable securities
law).


 


6.             Capital Adjustments and Reorganizations.  The existence
of the Restricted Shares 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.


 


7.             Section 83(b) Election.  The Awardee
shall not exercise the election permitted under section 83(b) of the Code
with respect to the Restricted Shares without the written approval of the Chief
Financial Officer of the Company.


 


8.             Legend. 
The Awardee consents to the placing on the certificate for the
Restricted Shares of an appropriate legend restricting resale or other transfer
of the Restricted Shares except in accordance with the Securities Act of 1933 and
all applicable rules thereunder.


 


9.             Notices.  Any notice,
instruction, authorization, request or demand 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 and to the Awardee
at the Awardee’s residential address, 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.


 


10.           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 the Awardee.  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 the
Awardee.  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 other condition, or the
breach of any other term or condition.


 


11.           Governing Law and
Severability.  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.


 


12.           Successors and Assigns.  Subject to the
limitations which this Agreement imposes upon the transferability of the
Restricted Shares granted hereby, this Agreement shall bind, be enforceable by
and inure to the benefit of the Company and its successors and assigns, and to
the Awardee, the Awardee’s permitted assigns and upon the Awardee’s death, the
Awardee’s estate and beneficiaries thereof (whether by will or the laws of
descent and distribution), executors, administrators, agents, legal and
personal representatives.


 


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


 


IN WITNESS WHEREOF, the Company
has caused this Agreement to be duly executed by an officer thereunto duly
authorized as of the date first above written.


 


	
   

  	
  TUESDAY MORNING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


IRREVOCABLE
STOCK POWER


 


KNOW ALL MEN BY THESE PRESENTS, That
The Undersigned,  For Value Received,
has bargained, sold, assigned and transferred and by these presents does
bargain, sell, assign and transfer unto Tuesday Morning Corporation, a Delaware
corporation (the “Company”), the Restricted Shares
transferred pursuant to the RESTRICTED STOCK AWARD
AGREEMENT dated                               
by the Company granting Restricted Shares to the undersigned (the “Award Agreement”); and subject
to and in accordance with the Award Agreement the undersigned does hereby
constitute and appoint the Secretary of the Company the undersigned’s true and
lawful attorney, IRREVOCABLY, to sell, assign, transfer, hypothecate, pledge
and make over all or any part of such Restricted Shares and for that purpose to
make and execute all necessary acts of assignment and transfer thereof, and to
substitute one or more persons with like full power, hereby ratifying and
confirming all that said attorney or his substitutes shall lawfully do by
virtue hereof.


 


In Witness Whereof,
the undersigned has executed this Irrevocable Stock Power on this             
day of                                  .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Awardee:

  



 

















 


Exhibit 1


 


Performance
Goal


 


Subject to the
limitations set forth in the Plan, the (Compensation) Committee (of the Board
of Directors), at any time, and from time to time, may grant Restricted Stock
Awards under the Plan to Eligible Participants, in such amount and upon such
terms as the Committee determines. 
Subject to the limitations set forth in the Plan, the Committee shall
have complete discretion in determining the size, terms and composition of
Restricted Stock Awards so granted to a Participant.


 


The amount of the vesting
and transferability restrictions applicable to the Restricted Shares delineated
in this Agreement shall be based upon the attainment of a performance goal set
by the Committee.


 


On                               ,
the Compensation Committee approved an earnings per share (dilutive)
Performance Goal of       
cents for the fiscal year of the Company ending                               .  If the earnings per share (dilutive) achieved
by the Company for the fiscal year of the Company ending                               ,
equals or exceeds        cents per share of
common stock on a fully-diluted basis, the Restricted Shares may then vest, if
at all, in accordance with the schedule set forth in Section 4.  If the earnings per share (dilutive) achieved
by the Company for the fiscal year of the Company ending                               ,
is less than        cents per share of common
stock on a fully-diluted basis, the Forfeiture Restrictions applicable to the
Restricted Shares shall not lapse and all of the Restricted Shares shall be
forfeited to the Company on                               .


 


Earning per share
(dilutive) shall be determined no later than                         ,
as disclosed in the Company’s audited financial statements filed with the
Securities and Exchange Commission Form 10-K for the fiscal year ending                         .


 


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