0001104659-12-010926 Sample Contracts

PERFORMANCE STOCK AWARD AGREEMENT Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan
Performance Stock Award Agreement • February 17th, 2012 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This PERFORMANCE STOCK AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Executive”) effective as of , (the “Grant Date”), pursuant to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company and Executive have entered into a Second Amendment To Amended And Restated Employment Agreement dated , , under which the Company has agreed to grant Executive a Performance Stock Award as an inducement for Executive’s continued and effective performance of services for the Company.

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PERFORMANCE UNIT AWARD AGREEMENT Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan
Performance Unit Award Agreement • February 17th, 2012 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Executive”) effective as of , (the “Grant Date”), pursuant to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company and Executive have entered into a Second Amendment To Amended And Restated Employment Agreement dated , , under which the Company has agreed to grant Executive a Performance Unit award as an inducement for Executive’s continued and effective performance of services for the Company.

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2012 • Tuesday Morning Corp/De • Retail-variety stores

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Second Amendment”), dated February 16, 2012, is between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Kathleen Mason (“Executive”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2012 • Tuesday Morning Corp/De • Retail-variety stores

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”), dated February 16, 2012, is between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Michael Marchetti (“Executive”).

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