0001104659-16-146694 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT (Performance Based) Tuesday Morning Corporation 2014 Long-Term Incentive Plan
Restricted Stock Award Agreement • September 27th, 2016 • 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 “Participant”) effective as of (the “Date of Grant”), pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety.

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NONQUALIFIED STOCK OPTION AWARD AGREEMENT (Time-Based Vesting) Tuesday Morning Corporation 2014 Long-Term Incentive Plan
Nonqualified Stock Option Award Agreement • September 27th, 2016 • 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 Steven R. Becker (the “Participant”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company has agreed to grant the Participant this option to purchase shares of common stock of the Company as an inducement for the Participant’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.

FIRST AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD AGREEMENT (Performance-Based Vesting) Tuesday Morning Corporation
Nonqualified Stock Option Award Agreement • September 27th, 2016 • Tuesday Morning Corp/De • Retail-variety stores

This FIRST AMENDMENT TO NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Amendment”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”) and Steven R. Becker (the “Participant”) for purposes of amending that certain Nonqualified Stock Option Agreement dated February 2, 2016 by and between the Company and the Participant (the “Agreement”). Any terms used in this Amendment that are not specifically defined herein shall have the meaning specified in the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”) and the Agreement.

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