Exhibit 10.a


    EXHIBIT
      10(a)

    


    


    July
      18,
      2005

    


    


    


    PERSONAL
      AND CONFIDENTIAL

    


    Mr.
      Justin Lewis

    12412
      Chadsworth Place

    Glen
      Allen, Virginia 23059

    


    Dear
      Justin,

    


    It
      is a
      pleasure to confirm our discussion offering you the position of Senior Vice
      President of Marketing of The Bombay Company, Inc. (“Company” or “Bombay”),
      effective August 15, 2005 (the “Hire Date”). Your signature and date of
      signature acknowledges acceptance of this offer. In this capacity you will
      report directly to me. You will also participate as a member of our Executive
      Committee.

    


    Your
      annualized base salary will be $275,000. In addition, you will participate
      in
      the Company’s Executive Bonus Program under which, if Bombay (USA and Canada)
      achieves its profit plan for fiscal 2005, you will be eligible to receive a
      prorated bonus. Your targeted fiscal year bonus is $137,500 (50% of base
      salary). 75% of your targeted bonus will be based on Company profit results
      and
      25% of your target bonus will be based on accomplishment of your personal
      objectives (MBO’s). Bonuses are paid in a lump sum following the end of each
      fiscal year. For fiscal 2005, you will receive a guaranteed bonus of $50,000
      that will be over and above any earned bonus you may receive.

     

    You
      will
      receive an initial grant of options covering fifty thousand (50,000) shares
      of
      Bombay stock, which will be priced at the closing price of Bombay stock on
      your
      Hire Date. These options shall vest and may be exercised in whole or in part
      at
      the rate of 25% per year, commencing with the first anniversary of your Hire
      Date. The options have a term of eight years from the date of grant. Additional
      grants for you will be considered by the Board at the beginning of fiscal 2006.
      

    


    You
      will
      also receive an initial grant of twenty-five thousand (25,000) shares of
      restricted stock under the Company’s 1996 Long-Term Incentive Stock Plan. These
      shares shall vest and be delivered according to the following schedule: Shares
      will vest at 25% per year commencing with the first anniversary of your Hire
      Date. You must be actively employed at the end of each respective anniversary
      period in order to become vested in these shares for such periods.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Mr.
      Lewis

    July
      18,
      2005

    Page
      2

    


    


    Your
      employment is at-will and may be terminated by the Board of Directors of the
      Company at any time, with or without cause. However, if you are terminated,
      not
      for cause, and subject to your compliance with all terms and conditions of
      this
      letter, you are eligible for up to twelve (12) months continuation of base
      salary. Any severance payments will stop at end of twelve months or upon
      re-employment, whichever occurs first. During the severance period, you will
      be
      eligible for medical, dental and vision coverage through COBRA. The Company
      will
      pay the COBRA premiums during the severance period, provided you maintain your
      payroll deduction for this coverage through the severance period.

    


    You
      agree
      that for a period of one (1) year following separation, you will not, without
      the prior written approval of a majority of the members of the Board of
      Directors, directly or indirectly seek, solicit or accept for employment or
      retention as an independent contractor any employees of the
      Company.

    


    You
      recognize and acknowledge you will have access to, and the Company shall provide
      you with, confidential proprietary information of the Company, including
      information regarding costs, profits, markets, sales, products, key personnel,
      pricing policies, operational methods, other business methods, plans for future
      developments, and other information not readily available to the public, the
      disclosure of which to third parties would in each case have a material adverse
      effect on the Company’s business operations (“Confidential
      Information”).
      You
      will keep secret, during and after the termination of your employment, all
      Confidential Information and will not use or disclose Confidential Information
      to anyone outside of the Company other than in the course of performance of
      your
      duties for the Company, except that (i) you shall have no such obligation to
      the
      extent Confidential Information is or becomes publicly known other than as
      a
      result of your breach of your obligations hereunder, and (ii) you may disclose
      such matters to the extent required by applicable laws, or governmental
      regulations or judicial or regulatory processes. You will deliver promptly
      to
      the Company on termination of your employment by the Company, or at any other
      time the Board may so request, all memoranda, notes, records, reports and other
      documents (and all copies thereof) relating to the Company’s business that were
      obtained while employed by, or otherwise serving or acting on behalf of, the
      Company and that you may then possess or have under your control. 

     

    With
      respect to relocation, Bombay will pay all reasonable costs of packing and
      moving your furniture and household effects from your current home to the Fort
      Worth area and Bombay will pay a real estate commission expense of up to 6%
      for
      the sale of your current home. If you negotiate a lower real estate commission,
      you may use the balance for closing costs on purchase of new residence or on
      sale of current home. The Company requests that you use a moving company with
      whom it has a corporate contract. Taxable moving expenses will be grossed up
      for
      federal income taxes. 

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Mr.
      Lewis

    July
      18,
      2005

    Page
      3

    


    


    Bombay
      will provide you with temporary corporate housing for up to 90 days while you
      are in the process of relocating to Fort Worth. You will be provided two (2)
      economy round-trips per month from Dallas to Virginia to visit with your
      family.. 

    


    In
      the
      event of a Change of Control, as defined in Exhibit “A,” attached hereto, your
      Restricted Stock shall be delivered to you without any further restriction,
      and
      the stock options granted to you shall immediately vest and be exercisable
      by
      you commencing on such date of the Change of Control event. This Change of
      Control agreement does not supersede the above severance agreement and pertains
      to Change of Control only. 

    


    After
      one
      year of employment, you are immediately eligible to participate in The Bombay
      Company 401(k) Savings and Stock Ownership Plan. Under this plan, the Company
      currently contributes 100% of up to 3% of your compensation and 50% for the
      next
      2% of compensation (Federal Government salary limit is $205,000). 

    


    You
      will
      be immediately eligible to join our Medical, Dental and Vision Plans. The cost
      of the plans are shared by the Company and the employee. The premiums are
      currently tax exempt under a section of the IRS tax code. There is a one-year
      waiting period for any pre-existing conditions. 

    


    After
      90
      days of employment you will receive Company paid life insurance equal to 1
1⁄2
times your compensation at plan with a maximum of $500,000 coverage. Also,
      after
      60 days of employment you will be covered under the Executive Short Term
      Disability Income Protection Plan, which pays 100% of your salary for a maximum
      of 13 weeks, and the Executive Long Term Income Protection Plan which pays
      60%
      of your salary up to $25,000 per month for as long as you remain totally
      disabled up to age 65. If disability begins after age 62, payments would
      commence on a sliding scale based on your age at time of disability. Your net
      cost will be limited to the amount of personal income taxes you pay on the
      Company reimbursement of the premium. . 

    


    You
      will
      be entitled to four weeks vacation per year, subject to the normal terms of
      the
      Company’s vacation policy.

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    Mr.
      Lewis

    July
      18,
      2005

    Page
      4

    


    


    


    


    


    You
      agree
      and represent that your acceptance of employment with Bombay as set forth in
      this letter does not conflict with any prior contract or agreement of employment
      to which you are a party.

    


    I
      look
      forward to your joining The Bombay Company. We are very pleased that you are
      considering acceptance of this offer and continued interest in this position
      and
      the Company. Please call me if you have any questions.

    


    For
      our
      records and if you accept this offer, I would appreciate your signing and
      returning one copy of this letter to me at your earliest
      convenience.

    


            Sincerely
      yours,

    


     

    _______________________________

    James
      D.
      Carreker

    Chief
      Executive Officer & 

    Chairman
      of the Board

    


    


    


    


    


    


    


    


    _________________________________                       ____________________

    Justin
      Lewis                           Date

    



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      “A”

    
 

    A
“Change
      of Control” of the Company, unless otherwise determined by the Board, shall be
      deemed to have occurred upon the happening of any of the following
      events:

    


    
      	 	
              (i)

            	
              the
                acquisition, other than from the Company, by any individual, entity
                or
                group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                Exchange
                Act) of beneficial ownership of 20% or more of either the then outstanding
                shares of Common Stock of the Company or the combined voting power
                of the
                then outstanding voting securities of the Company entitled to vote
                generally in the election of directors; provided, however, that any
                acquisition by the Company or any of its subsidiaries, or any employee
                benefit plan (or related trust) of the Company or its subsidiaries,
                or any
                corporation with respect to which following such acquisition, more
                than
                50% of, respectively, the then outstanding shares of common stock
                of such
                corporation and the combined voting power of the then outstanding
                voting
                securities of such corporation entitled to vote generally in the
                election
                of directors is then beneficially owned, directly or indirectly,
                by all or
                substantially all of the individuals and entities who were the beneficial
                owners, respectively, of the Common Stock and voting securities of
                the
                Company immediately prior to such acquisition in substantially the
                same
                proportion as their ownership, immediately prior to such acquisition,
                of
                the then outstanding shares of Common Stock of the Company or the
                combined
                voting power of the then outstanding voting securities of the Company
                entitled to vote generally in the election of directors, as the case
                may
                be, shall not constitute a Change of
                Control;

            


    

    


    
      	 	
              (ii)

            	
              individuals
                who, as of January 1, 2004, constitute the Board (the “Incumbent Board”)
                cease for any reason to constitute at least a majority of the Board,
                provided that any individual becoming a director subsequent to such
                date
                whose election, or nomination for election by the Company’s shareholders,
                was approved by a vote of at least a majority of the directors then
                comprising the Incumbent Board shall be considered as though such
                individual were a member of the Incumbent Board, but excluding, for
                this
                purpose, any such individual whose initial assumption of office is
                in
                connection with an actual or threatened election contest relating
                to the
                election of the directors of the Company (as such terms are used
                in rule
                14a-11 of Regulation 14A promulgated under the Exchange Act);
                or

            


    

    


    
      	 	
              (iii)

            	
              approval
                by the shareholders of the Company of a reorganization, merger or
                consolidation of the Company, in each case, with respect to which
                the
                individuals and entities who were the respective beneficial owners
                of the
                Common Stock and voting securities of the Company immediately prior
                to
                such reorganization, merger or consolidation do not, following such
                reorganization, merger or consolidation, beneficially own, directly
                or
                indirectly, more than 50% of, respectively, the then outstanding
                shares of
                Common Stock and the combined voting power of the then outstanding
                voting
                securities entitled to vote generally in the election of directors,
                as the
                case may be, of the corporation resulting from such reorganization,
                merger
                or consolidation, or a complete liquidation or dissolution of the
                Company
                or of the sale or other disposition of all or substantially all of
                the
                assets of the Company.