Exhibit 10.2
Execution Copy
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") dated October 2, 2008, between
Tuesday Morning Corporation, a Delaware corporation (the "Company"), and Michael
Marchetti ("Executive").
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
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER OF THE COMPANY AND SHALL
HAVE THE NORMAL DUTIES, RESPONSIBILITIES AND AUTHORITY CONSISTENT WITH SUCH
TITLES, SUBJECT TO THE POWER OF THE CHIEF EXECUTIVE OFFICER OF THE COMPANY (THE
"CEO") AND 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 CEO, AND EXECUTIVE SHALL DEVOTE HIS
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 HIS 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 $450,000 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 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
1
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 BONUS LEVELS
UNDER THE ANNUAL INCENTIVE PROGRAM WILL BE CONTINGENT UPON THE COMPANY ACHIEVING
PREDETERMINED PERFORMANCE GOALS AND THE APPROVAL BY THE COMPENSATION COMMITTEE.
THE COMPANY MAY ALSO AWARD THE EXECUTIVE A DISCRETIONARY CASH BONUS OR OTHER
CASH BONUS OUTSIDE OF THE ANNUAL INCENTIVE PROGRAM FOR SERVICES PERFORMED BY
EXECUTIVE DURING A FISCAL YEAR.
IN ADDITION TO