Exhibit 10.2





 


	To:	[INSERT EXECUTIVE NAME]




 


	From:	Board of Directors




 


	Date:




 


	Subject:	Cash Bonus Award




 


Tuesday Morning and the retail industry
are in a period of transition. You are a valued member of our team, and we need leaders like you who are focused on assisting Tuesday
Morning with meeting the challenges ahead. To recognize your service to Tuesday Morning, your willingness to service Tuesday Morning’s
business objectives, and to retain your ongoing and future employment with Tuesday Morning, we are pleased to present you with
a cash bonus award of $XXX,XXX (the “Award”), less any required federal, state or local taxes.
The Award is subject to the terms and conditions set forth below, including certain repayment obligations described below.


 


We appreciate your commitment to Tuesday
Morning. To accept your Award, please sign, date and return this letter. Thank you for playing an important role in the next chapter
of Tuesday Morning’s history.


 


TERMS AND CONDITIONS


 


Payment Date. Subject to the
provisions of this letter, the Award amount will be paid to you in a lump sum on May 22, 2020, provided that you have signed
this letter and returned a signed copy of this letter to me on or before 1 p.m. on May 22, 2020 (the “Acceptance
Date”).


 


Vesting. The Award will vest
in accordance with the following schedule, provided that you are employed by Tuesday Morning on the applicable vesting date: (i) 50%
of the Award will vest on February 1, 2021 (the “Time-Based Vesting Date”) and (ii) 50% of the Award
will vest on the earlier of (1) a sale of all or substantially all of Tuesday Morning’s assets as a going concern in
an event that constitutes a “Change in Control” (as defined in the Tuesday Morning Corporation 2014 Long-Term Incentive
Plan (the “2014 LTIP”)) or (2) in the event Tuesday Morning files a plan of reorganization (and not a plan
of liquidation), the date of confirmation by the applicable court of such plan of reorganization (the “Performance-Based
Vesting Date”).


 


Repayment Obligation. You will
be required to repay Tuesday Morning the portion of the Award (net of any taxes withheld from the same) that has not yet vested,
as described herein, within 10 days of the first to occur of the following events (the “Repayment Obligation”):
(i) with respect to 100% of your Award, your termination of employment (A) by Tuesday Morning for Cause (as defined
in the Tuesday Morning Executive Severance Plan); or (B) due to your voluntary resignation; or (ii) with respect to the
portion of your Award eligible to vest on the Performance-Based Vesting Date, a sale of assets or liquidation other than a sale
of assets as a going concern.


 


Notwithstanding anything to the contrary
contained herein, you will not be required to reimburse Tuesday Morning for any portion of your Award that has not yet vested if
your employment is involuntarily terminated by Tuesday Morning for any reason other than for Cause, or if your employment is terminated
as a result of your death or Total and Permanent Disability (as defined in the 2014 LTIP).


 


To the extent permitted by law, you
agree that Tuesday Morning may deduct the full amount of the Repayment Obligation from your final paycheck. If the Repayment Obligation
is not timely paid, Tuesday Morning shall be entitled to recover reasonable collection agency fees and attorney’s fees incurred
by Tuesday Morning because of such noncompliance.


 






    


     


    

 





 


Right to Continued Employment.
Please note that your eligibility for the Award does not in any way alter, modify, or amend your relationship with Tuesday Morning,
nor does it guarantee you the right to continue in the employ or service of Tuesday Morning.


 


Other Benefits. The Award is
a special incentive payment to you and will not be taken into account in computing the amount of salary or compensation for purposes
of determining any bonus, incentive, severance, pension, retirement, death or other benefit under any other bonus, incentive, pension,
retirement, insurance, or other employee benefit plan of Tuesday Morning, unless such plan or agreement expressly provides otherwise.


 


Governing Law. All questions
concerning the construction, validity, and interpretation of this letter will be governed by the laws of the State of Texas, without
giving effect to conflict of laws principles thereof.


 


Entire Agreement. This letter
constitutes the entire agreement between you and Tuesday Morning with respect to the Award and supersedes any and all prior agreements
or understandings between you and Tuesday Morning with respect to the Award, whether written or oral. This letter may be amended
or modified only by a written instrument executed by you and Tuesday Morning.


 


We ask that you acknowledge your receipt
of this letter and your acceptance of its terms and conditions by signing and dating the Acknowledgement and Acceptance section
below and returning it to me for Tuesday Morning’s records by the Acceptance Date.


 


Very truly yours,


 


[Name] 


[Title]


 


ACKNOWLEDGEMENT AND ACCEPTANCE


 


I hereby acknowledge receipt of this letter
setting forth the terms and conditions governing the opportunity to receive the Award. I have carefully read the letter and hereby
agree to and accept all those terms and conditions, and agree that my entitlement to any Award described in the letter shall be
determined solely by the terms and conditions described herein. 


 


Signature 


 


Printed Name:


 


	Dated:		 , 2020 



 






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