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