0001104659-09-013894 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan
Restricted Stock Award Agreement • March 3rd, 2009 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (the “Awardee”) as of (the “Grant Date”), pursuant to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company and the Awardee have entered into a dated , (the “Employment Agreement”), under which the Company has agreed to grant Awardee restricted shares of common stock of the Company as an inducement for Awardee’s continued and effective performance of services for the Company.

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NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES
Nonqualified Stock Option Award Agreement for Employees • March 3rd, 2009 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Optionee”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company has agreed to grant Optionee this option to purchase shares of common stock of the Company as an inducement for Optionee’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

INCENTIVE STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES
Incentive Stock Option Award Agreement • March 3rd, 2009 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Optionee”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company has agreed to grant Optionee this option to purchase shares of common stock of the Company as an inducement for Optionee’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • March 3rd, 2009 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Optionee”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company considers that its interests will be served by granting Optionee an option to purchase shares of common stock of the Company as an inducement for his continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

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