Exhibit 10.1
Execution Copy
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") dated
September 29, 2008, amends and restates in its entirety the Employment Agreement
entered into as of July 25, 2000, between Tuesday Morning Corporation, a
Delaware corporation (the "Company"), and Kathleen Mason ("Executive").
WHEREAS, the Company and Executive entered into an employment agreement dated as
of July 25, 2000 (the "Original Agreement"); and
WHEREAS, the Company and Executive wish to amend the Original Agreement and
restate the Original Agreement, as amended by this Agreement, in its entirety;
now therefore:
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY SHALL EMPLOY
EXECUTIVE, AND EXECUTIVE SHALL CONTINUE TO SERVE AS AN EMPLOYEE OF THE COMPANY,
UPON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
2.
POSITION AND DUTIES.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL SERVE AS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY AND
SHALL HAVE THE NORMAL DUTIES, RESPONSIBILITIES AND AUTHORITY CONSISTENT WITH
SUCH TITLES, SUBJECT TO THE POWER OF THE BOARD OF DIRECTORS OF THE COMPANY (THE
"BOARD") TO EXPAND OR LIMIT SUCH DUTIES, RESPONSIBILITIES AND AUTHORITY AND TO
OVERRIDE THE ACTIONS OF EXECUTIVE.
(B)
EXECUTIVE SHALL REPORT TO THE BOARD, AND
EXECUTIVE SHALL DEVOTE HER FULL BUSINESS TIME AND ATTENTION (EXCEPT FOR
PERMITTED VACATION PERIODS AND REASONABLE PERIODS OF ILLNESS OR OTHER
INCAPACITY) TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES.
IT
IS UNDERSTOOD THAT EXECUTIVE MAY DEVOTE TIME TO CHARITABLE ACTIVITIES AND
PERSONAL INVESTMENTS AND SERVE ON THE BOARDS OF DIRECTORS OF OTHER COMPANIES, SO
LONG AS THESE ACTIVITIES DO NOT INTERFERE WITH THE PERFORMANCE OF HER DUTIES
HEREUNDER.
3.
SALARY, BENEFITS, BONUS AND EXPENSES.
(A)
EFFECTIVE AS OF JULY 1, 2008, AND UNTIL
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED AS PROVIDED IN PARAGRAPH 4
HEREOF (THE "EMPLOYMENT PERIOD"), EXECUTIVE'S BASE SALARY SHALL BE $750,000 PER
ANNUM OR SUCH HIGHER RATE AS THE COMPENSATION COMMITTEE OF THE BOARD (THE
"COMPENSATION COMMITTEE") MAY DESIGNATE FROM TIME TO TIME (THE "BASE SALARY"),
PAYABLE IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S GENERAL PAYROLL
PRACTICES AND SUBJECT TO CUSTOMARY WITHHOLDING.
IN ADDITION, DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL BE ENTITLED TO FIVE WEEKS OF VACATION IN EACH
12 MONTH PERIOD AND TO PARTICIPATE IN ALL OF THE COMPANY'S EMPLOYEE BENEFIT
PROGRAMS FOR WHICH SENIOR EXECUTIVE
1
EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES ARE GENERALLY ELIGIBLE, INCLUDING
MEDICAL AND DENTAL INSURANCE AND THE COMPANY'S 401(K) PLAN.
(B)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL BE ELIGIBLE TO PARTICIPATE IN THE COMPANY'S ANNUAL BONUS PROGRAM OR ANY
SUCCESSOR PLAN THERETO (THE "ANNUAL INCENTIVE PROGRAM").
THE BONUS OPPORTUNITY
AFFORDED EXECUTIVE PURSUANT TO THIS PARAGRAPH 3(B) MAY VARY FROM YEAR TO YEAR
AND ANY BONUS EARNED THEREUNDER SHALL BE PAID AT A TIME AND IN A MANNER
SPECIFIED IN THE ANNUAL INCENTIVE PROGRAM.
EXECUTIVE'S