Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is executed on December 11, 2015 (the “ Effective Date ”) by and between Tuesday Morning Corporation, a Delaware corporation (the “ Company ”), and Steven R. Becker (the “ Executive ”).  The Company and the Executive shall be referred to herein as the “ Parties .”

RECITALS

WHEREAS , the Company and the Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the employment of the Executive; and

WHEREAS , the Company hereby agrees to employ the Executive, and the Executive hereby accepts employment with the Company for the period and upon the terms and conditions contained in this Agreement.

NOW, THEREFORE , in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I.

SERVICES TO BE PROVIDED BY THE EXECUTIVE

A.                                     Position and Responsibilities .  The Executive shall serve in the position of Chief Executive Officer (“ CEO ”) of the Company and shall perform services for the Company as requested or as needed to perform the Executive’s job.  The duties of the Executive shall be those duties which can reasonably be expected to be performed by a person in such position, and while serving as CEO, the Executive shall have the authority commensurate with the position of chief executive officer of a publicly held company in the United States.  The Executive shall report directly to the Company’s Board of Directors (the “ Board ”) and shall take direction from the Chairman of the Board or the Chairman’s designee.

B.                                     Performance .  During the Executive’s employment with the Company, the Executive shall devote a substantial portion of the Executive’s time, energy, skill and best efforts to the performance of the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company, and shall exercise reasonable best efforts to perform the Executive’s duties in a diligent, trustworthy, good faith and business-like manner, all for the purpose of advancing the business of the Company.  The Executive shall at all times act in a manner consistent with the Executive’s position.

C.                                     Compliance .  The Executive agrees to act in accordance with high business and ethical standards at all times.  The Executive shall comply with the policies, codes of conduct, codes of ethics, written manuals and lawful directives of the Company.  The Executive shall use his best judgment in complying with all applicable laws, and shall have access to Company counsel for advice and counsel accordingly.  The Company shall not loan or advance the Executive any money.  The Executive shall keep the Board, through its Chairman, informed in a timely manner of the Executive’s conduct in connection with the business affairs of the Company.

1

D.                                     Representations .  The Executive may manage the Executive’s current investment partnerships and also own passive investments, participate in civic, religious, educational or professional organizations, and may serve, with the consent of the Board, on the board of directors (and any board committees) of not more than one for-profit company that does not compete with the Company; provided that such activities do not, individually or in the aggregate, materially interfere with the Executive’s obligations to the Company.  Notwithstanding the foregoing sentence: (1) the Executive may serve on the board of directors of more than one for-profit company with the written consent of the Chairman of the Board, and (2) if, on the Effective Date, the Executive is serving on more than one for-profit company, and the Chairman of the Board does not consent to such service, the Executive agrees to take all steps necessary to resign from such additional board of directors on or before the first anniversary of the Effective Date.  The Executive represents to the Company that the Executive (i) is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which the Executive is subject by entering into this Agreement or providing services under the Agreement’s terms; (ii) is under no contractual, legal, or fiduciary obligation or burden that will interfere with the Executive’s ability to perform services under the Agreement’s terms; (iii) is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party, that has not been disclosed in writing to the Board; and (iv) has no personal bankruptcies, convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact on the Company or its ability to conduct securities offerings that have not been disclosed in writing to the Board.  The Executive further represents that the Executive’s performance of all the terms of this Agreement and the Executive’s work duties for the Company do not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by the Executive in confidence or in trust prior to the Executive’s employment with the Company.  The Executive shall not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others.

ARTICLE II.

COMPENSATION FOR SERVICES

As compensation for all services the Executive will perform under this Agreement, the Company will pay the Executive, and the Executive shall accept as full compensation, the following:

A.                                     Executive Chairman Compensation .  Within thirty (30) days of the Effective Date, the Company will pay the Executive in a lump sum the amount of one hundred forty-seven thousand six hundred seventy-one dollars and twenty-three cents ($147,671.23), less applicable withholdings.

B.                                     Base Salary .  During the Employment Term (as hereinafter defined), the Company shall pay the Executive an aggregate base salary in the amount of fifty-eight thousand three hundred thirty-three dollars and thirty-three cents ($58,333.33) per month (seven hundred thousand dollars ($700,000.00) annually) (the “ Base Salary ”), prorated for any partial months of employment and less applicable withholdings.  The Base Salary may be reviewed annually by the Board and may be increased (but not decreased) from time to time during the tenure of the Executive as CEO.  The Base Salary shall be payable in accordance with the Company’s current payroll process and modified to be consistent with any change in the Company’s policy.

C.                                     Annual Bonus .  For each fiscal year of the Company during the Employment Term (as hereinafter defined), the Executive will be eligible to earn a bonus under the Tuesday Morning

2

Corporation Corporate Executive Annual Incentive Plan (or any successor plan thereto) (the “ Annual Bonus ”).  With respect to the Company’s fiscal year ending June 30, 2016 and for each fiscal year thereafter, the Executive’s Annual Bonus opportunity will be equal to one hundred percent (100%) of the Base Salary at target, one hundred fifty percent (150%) of the Base Salary at stretch and two hundred percent (200%) of the Base Salary as a maximum, in each case for fiscal year ending June 30, 2016, prorated based on the number of days between September 28, 2015 and June 30, 2016 (but based on annualized Base Salary), subject to achievement of applicable performance goals.  The Executive shall be eligible to receive an Annual Bonus for the Company’s fiscal year ending June 30, 2019, provided he is employed by the Company through such date (except as otherwise expressly provided herein), subject to achievement of applicable performance goals.  The Annual Bonus shall be payable no later than September 15 th  of the next fiscal year (subject to the release of the Company’s audited financial statements).

D.                                     Equity Grants .

(i)                                      Initial Grant.  On the second trading day following the Company’s fiscal 2016 second quarter earnings announcement (the “ Date of Grant ”), the Company, subject to approval of the Board or the Compensation Committee of the Board, shall grant the Executive a one-time grant under the Tuesday Morning Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) of options with an aggregate on-target value of $1.4 million (the “ Target Value ”) (with the actual number of shares of the Company’s common stock determined using the closing price of the Company’s common stock on the Date of Grant and using the Black-Scholes model , but in no event in excess of one million options) (the “ Initial Grant ”).  The Initial Grant shall be subject to the terms and conditions of the Plan and the forms of nonqualified stock option agreements mutually agreed to by the Parties and approved by the Compensation Committee of the Board (collectively, the “ Option Agreements ”), which terms shall include an exercise price equal to the Fair Market Value (as defined in the Plan) of the Company’s common stock on the Date of Grant.  Except as otherwise provided in this Agreement, the Initial Grant shall vest as follows: (A) fifty percent (50%) of the Target Value (the “ Time-Based Options ”) shall vest equally over four (4) years beginning on the first anniversary of the Date of Grant, and (B) fifty percent (50%) of the Target Value (the “ Performance-Based Options ”) shall vest based on the achievement of certain performance goals, as set forth in the Option Agreement, during the three-year period beginning on July 1, 2016 and ending on June 30, 2019 (the “ Performance Period ”).

(ii)                                   Future Grants.  During the Employment Term, the Executive will be eligible for annual equity grants pursuant to the terms of the Plan (or a successor plan thereto), with actual amounts subject to approval of the Compensation Committee of the Board.

E.                                      Expenses .  The Company agrees that, during the Employment Term, it will reimburse the Executive for out-of-pocket expenses reasonably incurred in connection with the Executive’s performance of the Executive’s services hereunder, including without limitation, travel and entertainment expenses incurred by the Executive in connection with the business of the Company.

F.                                       Other Benefits . During the Employment Term and subject to any contribution therefor generally required of executives of the Company, the Executive shall be entitled to participate in all employee benefit plans, including without limitation, the Company’s retirement 401(k) plan, health and dental plan, life insurance and disability plans as from time to time adopted by the Board and in effect for senior executives of the Company generally.  Such participation shall be subject to (i) the terms of the applicable plan documents, and (ii) generally applicable policies of the Company.  The Company may alter, modify, add to or delete the employee benefit plans at any time as the Board, in its sole judgment,

3

determines to be appropriate, so long as the Executive is treated in the same manner as other senior executives.

G.                                     Executive Physical .  Each calendar year during the Employment Term, the Company agrees to pay 100% of the cost of one comprehensive executive physical for the Executive.

H.                                    Attorney’s Fees .  The Company agrees to pay or reimburse the Executive for the reasonable attorney fees incurred by the Executive in connection with the review of this Agreement and any related documents, up to a maximum of fifteen thousand dollars ($15,000.00).  Such payment will be made promptly following the date the Executive commences employment with the Company, upon receipt by the Company of an appropriate invoice from the attorney for the fees with respect to such review.

ARTICLE III.
TERM; TERMINATION

A.                                     Term of Employment .  Subject to earlier termination as herein provided, the Executive’s employment under this Agreement shall begin on the Effective Date and shall continue in effect until June 30, 2019 (the “ Initial Term ”).  The Agreement will automatically renew, subject to earlier termination as herein provided, for successive one (1) year periods (the “ Additional Terms ”), unless either the Executive or the Company provide notice of non-renewal at least ninety (90) days prior to the expiration of the Initial Term or the then Additional Term, whichever is applicable.  The Initial Term and any Additional Term(s) shall be referred to collectively as the “ Employment Term .”

B.                                     Termination .  Notwithstanding the provisions of Article III.A. hereof and subject to Article III.C. hereof, the Executive’s employment with the Company shall terminate prior to or upon the expiration of the Initial Term or then Additional Term under the circumstances set forth below.  Unless otherwise agreed to by the Board, the Executive’s termination under this Agreement for any reason shall also constitute the Executive’s resignation as an officer and director of the Company and any affiliate or subsidiary of the Company, as applicable.  The Company and the Executive shall take all steps necessary (including with regard to any post-termination services by the Executive) to ensure that any termination described in this Article III.B. constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”); provided that if a termination described in this Article III.B. does not constitute a separation from service, the Executive’s right to any payments described in this Article III.B. which are being paid with respect to such separation from service shall vest on the date of termination, but payment of any amounts subject to Code Section 409A shall be deferred until the Executive incurs a separation from service (or six months thereafter if Article III.C. applies) (with the separation from service date deemed to be the termination of the Executive’s employment for purposes of the timing of the payments hereunder), or the Executive’s death.  Any such payment made in accordance with this Article III.B. shall be treated as a separate payment for purposes of Code Section 409A to the extent Code Section 409A applies to such payments.

(i)                                      Death or Disability .  In the event of the Executive’s death or Disability (as hereinafter defined), the Executive’s employment shall immediately terminate.  The Company shall have no further liability or obligation to the Executive under this Agreement or in connection with the Executive’s employment hereunder, except for (a) any accrued, unpaid Base Salary through the date of termination; (b) any payments or benefits provided under the terms and conditions of the employee benefit plans of the Company in which the Executive is a participant on the date of termination; (c) any unreimbursed expenses properly incurred prior to the date of termination; and (d) except in the case of a termination by the Company for Cause (as hereinafter

4

defined) or resignation by the Executive without Good Reason (as hereinafter defined), any Annual Bonus earned for the fiscal year prior to the year of termination but not yet paid as of the date of termination (collectively, the “ Accrued Obligations ”).  The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following his termination of employment.  The Company will also pay a prorated Annual Bonus for the fiscal year of termination payable at the same time as bonuses would otherwise be payable under the Company’s bonus plan, as then in effect, subject to the achievement of applicable performance goals for the performance period.  In addition, the Time-Based Options and any other time-based equity awards held by the Executive on his death or Disability, to the extent unvested, shall become 100% vested as of the date of such death or Disability (prorated based on number of days the Executive was employed since the applicable date of grant), the Performance-Based Options and any other performance-based equity awards held by the Executive on his death or Disability shall remain outstanding and eligible for vesting based on achievement of the applicable performance goals (prorated based on number of days the Executive was employed since the applicable date of grant, provided that for the Initial Grant, no proration will occur if the Executive’s death or Disability occurs after the third anniversary of the Effective Date), and the vested portion of all of the options shall remain exercisable until the earlier of (1) the date that is one year following the Executive’s death or Disability (or, if later, one year from the end of the Performance Period for the Performance-Based Options) or (2) the last day of the original term of the applicable grant.  For purposes of this Agreement, “ Disability ” means the Executive’s “Total and Permanent Disability” as defined in the Plan.  For the avoidance of doubt, upon any termination, the Executive’s rights to be indemnified, advanced expenses or covered under any applicable directors’ and officers’ liability insurance policies, including without limitation under any indemnification agreement with the Company, and his accrued rights under any outstanding equity award agreement as of the date of his termination of employment shall continue in accordance with applicable law or any applicable agreements (the “ Accrued Rights ”).

(ii)                                   Termination for Cause or Voluntary Termination without Good Reason .  In the event the Company terminates the Executive’s employment for Cause (as hereinafter defined) or the Executive voluntarily terminates the Executive’s employment without Good Reason (as hereinafter defined), the Company shall have no further liability or obligation to the Executive under this Agreement or in connection with the Executive’s employment hereunder, except for the applicable Accrued Obligations and the Accrued Rights.  The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. In addition, the unvested portion of the options held by the Executive (time-based or performance-based) shall be forfeited upon the Executive termination of employment and the vested portion of the options held by the Executive shall remain exercisable until the earlier of (1) the date that is ninety (90) days following the Executive’s termination for Cause or voluntary termination without Good Reason or (2) the last day of the original term of the applicable grant.  For purposes of this Agreement, “ Cause ” means termination because of: (a) an act or acts of theft, embezzlement, fraud, or dishonesty; (b) any willful misconduct or gross negligence by the Executive with regard to the Company; (c) any violation by the Executive of any fiduciary duties owed by him to the Company; (d) the Executive’s conviction of, or pleading nolo contendere or guilty to, a felony or misdemeanor (other than a traffic infraction) that may cause damage to the Company or the Company’s reputation; (e) a material violation of the Company’s written policies, standards or guidelines, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged violation; (f) the Executive’s willful failure or refusal to satisfactorily perform the duties and responsibilities required to be performed by the Executive

5

under the terms of this Agreement or necessary to carry out the Executive’s job duties, which the Executive failed to cure within thirty (30) days after receiving written notice from the Board specifying the alleged willful failure or refusal; and (g) a material breach by the Executive of this Agreement or any other agreement to which the Executive and the Company are parties that is not cured by the Executive within twenty (20) days after receipt by the Executive of a written notice from the Company of such breach specifying the details thereof.  For purposes of this Agreement, “ Good Reason ” means (1) a material reduction by the Company of the Executive’s Base Salary or target bonus opportunity as a percentage of Base Salary, without his consent; (2) a material breach by the Company of this Agreement that is not cured within thirty (30) days of written notice by the Executive to the Chairman of the Board (which shall include removal of the Executive as Chief Executive Officer or the failure of the Company to have the Executive report directly and solely to the Board); (3) without the Executive’s consent, the Company relocates its principal executive offices, or requires the Executive to have his principal work location change which results in the Executive’s principal work location being changed to a location in excess of fifty (50) miles from the location of the Company’s principal executive offices on the Effective Date; or (4) a successor to all or substantially all of the Company’s assets fails to assume this Agreement either contractually or by operation of law.  The foregoing events shall not constitute Good Reason unless the Executive delivers to the Company a written notice of termination for Good Reason specifying the alleged Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason, within thirty (30) days following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason, and the Executive resigns within sixty (60) days after the end of the cure period.

(iii)                                Termination without Cause or Termination by the Executive with Good Reason Prior to a Change in Control (If Any) or More Than 12 Months After a Change in Control .  In the event the Company terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment with Good Reason prior to a Change in Control (as hereinafter defined), if any, or more than twelve (12) months after a Change in Control, the Company shall pay the following amounts to the Executive:

(a)                                  the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment;

(b)                                  subject to compliance with the restrictive covenants in Article IV and the execution and timely return by the Executive of the Release (as defined in Article III.B.(vi) ), and subject to the provisions of Article III.C. below:

1.                                       An amount equal to twelve (12) months of his Base Salary, payable in twenty-four (24) equal installments in accordance with the Company’s current payroll practices.

2.                                       In addition, the Company shall pay the Executive a prorated Annual Bonus for the fiscal year of termination payable at the same time as bonuses would otherwise be payable under the Company’s bonus plan (as then in effect), subject to the achievement of applicable performance goals for the performance period.

6

3.                                       In the event the Executive fails to comply with the restrictive covenants in Article IV or does not timely execute and return (or otherwise revokes) the Release, no amounts shall be payable to the Executive.

(c)                                   the vested portion of the Initial Grant and any other vested options held by the Executive on the date of his termination shall remain exercisable until the earlier of (1) the date that is one year following the Executive’s termination (or, if later, one year from the end of the Performance Period for the Performance-Based Options) or (2) the last day of the original term of the applicable grant.

(iv)                               Termination without Cause or Termination by the Executive with Good Reason On or Within 12 Months After a Change in Control.   In the event that on, or within the twelve (12) month period after, a Change in Control the Company terminates the Executive’s employment without Cause or the Executive terminates his employment with Good Reason, the Executive shall be entitled to the benefits provided for in Article III.B.(iii)  above, subject to any terms set forth therein, provided that “eighteen (18) months” shall be substituted in lieu of “twelve (12) months” and “thirty-six (36) equal installments” shall be substituted in lieu of “twenty-four equal installments” in Article III.B.(iii)(b)(1) .  In addition, the Time-Based Options and any other time-based equity awards held by the Executive on his date of termination, to the extent unvested, shall become 100% vested as of the date of such termination, the Performance-Based Options and any other performance-based equity awards held by the Executive on his date of termination shall remain outstanding and eligible for vesting based on achievement of the applicable performance goals (prorated based on the number of days the Executive was employed since the applicable date of grant, provided that for the Initial Grant, no proration will occur if the Executive’s termination occurs after the third anniversary of the Effective Date).  For purposes of Article III.B.(iii)  and this Article III.B.(iv) , “ Change in Control ” shall have the same meaning as the term “Change in Control” in the Plan.

(v)                                  Non-Renewal .  The Executive’s employment shall terminate for non-renewal at the end of the Initial Term or the then Additional Term if at least ninety (90) days prior to the end of the Initial Term or the then Additional Term, the Company or the Executive has notified the other in writing that the Employment Term shall terminate at the end of the then current term.  Upon termination of the Executive’s employment upon a nonrenewal of this Agreement, the Executive shall be entitled to the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment.  In addition, if such non-renewal is due to a notice of non-renewal by the Company, the Executive shall be entitled the payments described in Article III.B.(iii)  or Article III.B.(iv) , as applicable, subject to any terms set forth therein, as if he was terminated by the Company without Cause.

(vi)                               Release .  For purposes of this Agreement, the “Release” shall mean a release of, and covenant not to sue with respect to, any claims that the Executive may have against the Company, or its directors, officers, employees and affiliates, arising out of or related to the Executive’s employment by the Company or the termination of such employment, except for the Executive’s right to payments pursuant to this Article III , amounts payable after termination of employment under any equity grants, claims that cannot by law be released, the Executive’s rights to be indemnified, advanced expenses and/or covered under any applicable directors’ and officers’ liability insurance policies (including, without limitation, pursuant to any indemnification agreement with the Company) or his rights as a stockholder of the Company.  The Release shall be in a form and substance reasonably requested by the Company and

7

consistent with this Agreement.  The Release shall also provide for all released parties to release any claims against the Executive not involving fraud, breach of fiduciary duty or illegal conduct.  The Release shall be furnished to the Executive not later than five (5) days after his termination, and must be executed and returned to the Company, and any revocation period provided in the Release must have expired, not later than sixty (60) days after the date of termination, in order for the Executive to be eligible to receive the payments and benefits described in Article III.B.(iii)(b)  or such payments and benefits described in Article III.B.(iv) .  No amount described in Article III.B.(iii)(b)  or similar amount described in Article III.B.(iv) shall be paid to the Executive until the date on which the revocation period expires, and all amounts that would otherwise have been paid prior to such date shall be paid as soon as practical after such date; provided, however, that if the sixtieth (60 th ) day after the date of termination falls in the calendar year after the year that includes the date of termination, no amount described in Article III.B.(iii)  or Article III.B.(iv)  that is “deferred compensation” (determined after taking into account all applicable exemptions under Code Section 409A) subject to Code Section 409A shall be paid before the first day of such following calendar year.

C.                                     Six-Month Delay of Payments .  To the extent that (i) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s separation from service with the Company constitute “deferred compensation” (determined after taking into account all applicable exemptions under Code Section 409A) subject to Code Section 409A and (ii) the Executive is deemed at the time of such separation from service to be a “specified employee” under Code Section 409A, then such payment or payments shall not be made or commence until the earlier of (A) the expiration of the six (6) month period measured from the date of the Executive’s “separation from service” (as such term is defined in the final regulations issued under Code Section 409A) with the Company; or (B) the date of the Executive’s death following such separation from service. Upon expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Article III.C. shall be paid to the Executive (or, in the case of the Executive’s death, his estate) in one lump sum.

D.                                     No Mitigation/No Offset .  The Executive shall not have any obligation to mitigate damages by seeking new employment and there shall be no offset against any payments, benefits or entitlements due to the Executive hereunder or otherwise on account of any remuneration received from subsequent employment.

E.                                      Survival .  The provisions of this Agreement, including without limitation, the Executive’s post-termination obligations in Article IV , shall survive the termination of this Agreement, and of the Employment Term, for any reason, to the extent necessary to enable the Parties to enforce their respective rights hereunder.

ARTICLE IV.
RESTRICTIVE COVENANTS

A.                                     Confidentiality .

(i)                                      Confidential Information . During the Executive’s employment with the Company, the Company shall grant the Executive otherwise prohibited access to its trade secrets and confidential information which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company, and

8

access to the Company’s customers and clients.  For purposes of this Agreement, “ Confidential Information ” includes any trade secrets or confidential or proprietary information of the Company, including, but not limited to, the following:  products, services, processes, equipment, know-how, technical data, policies, strategies, designs, formulas, developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, database schemas or tables, development tools or techniques, training procedures, training techniques, training manuals, business information, marketing and sales plans and strategies, business plans, budgets, financial data and information, customer and client information, prices and costs, customer and client lists and profiles, employee, customer and client nonpublic personal information, supplier lists, business records, product construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices, management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation of employees and contractors of the Company, and other business information disclosed to the Executive by the Company, either directly or indirectly, in writing, orally, electronically, or by drawings or observation; provided however, Confidential Information does not include information that becomes generally available to the public other than as a result of a disclosure by the Executive (unless such disclosure was made in the course of the Executive’s duties) or becomes available to the Executive on a non-confidential basis from a source other than the Company or any subsidiaries thereof or any of their employees, so long as that source is not prohibited from disclosing such information or data without restriction on disclosure or use.

(ii)                                   No Unauthorized Use or Disclosure .  The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive may cause irreparable harm and loss to the Company.  The Executive understands and acknowledges that each and every component of the Confidential Information (a) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (b) constitutes a protectable business interest of the Company.  The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company.  The Executive agrees to preserve and protect the confidentiality of all Confidential Information.  The Executive agrees that the Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent.  Throughout the Executive’s employment and at all times thereafter: (x) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; and (y) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties.  Further, the Executive shall not, directly or indirectly, use the Company’s Confidential Information to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away from any customer, client, vendor or supplier of the Company with whom or which the Company conducted business; and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by the Company.  If the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action.  The Executive shall use all reasonable efforts to obligate all persons to whom any

9

Confidential Information shall be disclosed by the Executive hereunder to preserve and protect the confidentiality of such Confidential Information.  Notwithstanding the foregoing, the Executive shall be permitted to disclose Confidential Information to the extent required by law or by any court, governmental body, or any regulatory or self-regulatory agency or to the extent reasonably necessary in connection with any dispute between the Parties.

(iii)                                Return of Property and Information .  Upon the termination of the Executive’s employment for any reason, the Executive shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company’s business and which are in the Executive’s possession, custody or control, whether prepared by the Executive or others.  If at any time after termination of the Executive’s employment the Executive determines that the Executive has any Confidential Information in the Executive’s possession or control, the Executive shall immediately return to the Company all such Confidential Information in the Executive’s possession or control, including all copies and portions thereof.

B.                                     Restrictive Covenants .  In consideration for (i) the Company’s promise to provide Confidential Information to the Executive, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Company’s customers and clients, and (iv) the Company’s employment of the Executive pursuant to this Agreement and the compensation and other benefits provided by the Company to the Executive, to protect the Company’s Confidential Information and business goodwill of the Company, the Executive agrees to the following restrictive covenants.

(i)                                      Non-Competition .  The Executive agrees that during the Restricted Period (as hereinafter defined), other than in connection with the Executive’s duties under this Agreement, the Executive shall not, and shall not use any Confidential Information to, without the prior written consent of the Company, directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in any Competing Business (as hereinafter defined) within the Restricted Area (as hereinafter defined).  Notwithstanding the restrictions contained in this Article IV.B.(i) , the Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation or other entity engaged in a Competing Business without violating the provisions of this Article IV.B.(i) ; provided, however, that the Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and is not involved in the management of such corporation or other entity.  Finally, nothing herein shall prevent the Executive from serving on any boards that he was serving on as of the date of termination of his employment.

For purposes of this Agreement:

(a)                                  “ Restricted Period ” means during the Executive’s employment with the Company and for a period of one (1) year immediately following the date of the

10

Executive’s termination from employment for any reason; provided, however, in the event that the Executive’s employment is terminated for any reason on or within the twelve (12) month period immediately following a Change in Control, the Restricted Period shall mean during the Executive’s employment with the Company and for a period of eighteen (18) months immediately following the date of the Executive’s termination from employment.

(b)                                  As Chief Executive Officer of the Company, the Executive has responsibility for the Company’s operations throughout the United States of America and access to the highest levels of the Company’s Confidential Information and business goodwill.  Therefore, the “ Restricted Area ” means the United States and any other geographical area in which the Company provides services during the Executive’s employment and for which the Executive had any responsibility or about which the Executive received Confidential Information.

(c)                                   “ Competing Business ” means any business, individual, partnership, firm, corporation or other entity that is competing or that is preparing to compete with the Company’s business, of being a retailer of general merchandise, or a business specializing in high-quality home furnishings, housewares or gift related items in the United States; and any other business the Company conducted, prepared to conduct or materially contemplated conducting during the Executive’s employment with the Company.  Competing Business shall include business of the type of, but not be limited to, the following entities: The TJX Companies, Inc. (including without limitation TJ Max, HomeGoods, Marshall’s Mega Stores, and Marshall’s, Inc.); Ross Stores, Inc.; Burlington Stores, Inc.; One Kings Lane, Inc.; Joss and Main (owned by Wayfair, LLC); zulily, inc.;  Nordstrom Rack (owned by Nordstrom, Inc., but not including Nordstrom stores); Back Stage (owned by Macy’s, Inc., but not including Macy’s stores); Ollie’s Bargain Outlet Holdings, Inc.; and Overstock.com, Inc.

(ii)                                   Non-Solicitation .  The Executive agrees that during the Restricted Period, other than in connection with the Executive’s duties under this Agreement, the Executive shall not, and shall not use any Confidential Information to, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons:

(a)                                  Solicit business from, interfere with, induce, attempt to solicit business with, interfere with, induce or do business with any actual or prospective customer, client, supplier, manufacturer, vendor or licensor of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or which: (1) the Executive contacted, called on, serviced or did business with during the Executive’s employment with the Company; (2) the Executive learned of as a result of the Executive’s employment with the Company; or (3) about whom the Executive received Confidential Information.  This restriction applies only to business which is in the scope of services or products provided by the Company or any affiliate thereof; or

(b)                                  Solicit, induce or attempt to solicit or induce, engage or hire, on behalf of the Executive or any other person or entity, any person who is an employee or consultant of the Company or who was employed or engaged by the Company within the preceding twelve (12) months.

11

(iii)                                Mutual Non-Disparagement .  The Executive shall refrain, both during and after the Executive’s employment terminates, from publishing any oral or written statements about the Company or any of the Company’s directors, managers, officers, employees, or consultants that (a) are slanderous, libelous or defamatory; or (b) place the Company or any of its directors, managers, officers, employees, or consultants in a false light before the public.  The Company shall cause the members of its Board and its officers (with the title of Senior Vice President or above) to refrain, both during the Employment Term and after his employment terminates, from publishing any oral or written statements about the Executive that (x) are slanderous, libelous or defamatory; or (y) place the Executive in a false light before the public. A violation or threatened violation of this prohibition may be enjoined by the courts.  Notwithstanding the foregoing, any person or entity shall be permitted to make truthful statements to the extent required by law or by any court, governmental body, or any regulatory or self-regulatory agency or to the extent reasonably necessary in connection with any dispute between the Parties or as part of an internal performance review of the Executive by the Company.  The rights afforded the Parties under this provision are in addition to any and all rights and remedies otherwise afforded by law.

C.                                     Tolling .  If the Executive violates any of the restrictions contained in this Article IV , the Restricted Period for such restriction(s) violated shall be suspended and all periods of time in which the Executive was in breach of the restrictive covenant(s) shall be added to the Restricted Period for such restrictive covenant(s).

D.                                     Remedies .  The Executive acknowledges that the restrictions contained in Article IV of this Agreement, in view of the nature of the Company’s business and the Executive’s position with the Company, are reasonable and necessary to protect the Company’s legitimate business interests and that a violation of Article IV of this Agreement may result in irreparable injury to the Company.  In the event of a breach by the Executive of Article IV of this Agreement, then the Company shall be entitled to seek a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach, and the Parties agree that a bond shall not be required.  If a bond is required to secure such equitable relief, the Parties agree that a bond not to exceed $1,000 shall be sufficient and adequate in all respects to protect the rights and interests of the Parties.  Such remedies shall not be deemed the exclusive remedies for a breach or threatened breach of this Article IV but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Executive, the Executive’s agents, any future employer of the Executive, and any person that conspires or aids and abets the Executive in a breach or threatened breach of this Agreement.

E.                                      Reasonableness .  The Executive hereby represents to the Company that the Executive has read and understands, and agrees to be bound by, the terms of this Article IV .  The Executive acknowledges that the geographic scope and duration of the covenants contained in this Article IV are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) the Executive’s level of control over and contact with the business in the Restricted Area; and (iii) the amount of compensation, trade secrets and Confidential Information that the Executive is receiving in connection with the Executive’s employment by the Company.  It is the desire and intent of the Parties that the provisions of Article IV be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Executive and the Company hereby waive any provision of applicable law that would render any provision of Article IV invalid or unenforceable.  Except as otherwise expressly set forth in this Agreement and the Option Agreements, as of the Effective Date, there are no other restrictive covenants that would restrict the Executive’s activities following termination of employment.

12

F.                                       Reformation .  The Company and the Executive agree that the foregoing restrictions set forth in Article IV are reasonable under the circumstances and that a breach of the covenants contained in Article IV may cause irreparable injury to the Company.  The Executive understands that the foregoing restrictions may limit the Executive’s ability to engage in certain businesses anywhere in or involving the Restricted Area during the Restricted Period, but acknowledges that the Executive shall receive Confidential Information and trade secrets, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions.  If any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.  By agreeing to this contractual modification prospectively at this time, the Company and the Executive intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

ARTICLE V.
MISCELLANEOUS PROVISIONS

A.                                     Governing Law .  This Agreement shall be governed by and construed under the laws of the State of Delaware.  Venue of any litigation arising from this Agreement or any disputes relating to the Executive’s employment shall be in the United States District Court for the Northern District of Texas, Dallas Division or a state district court of competent jurisdiction in Dallas County, Texas.  The Executive and the Company consent to personal jurisdiction of the United States District Court for the Northern District of Texas, Dallas Division, or a state district court of competent jurisdiction in Dallas County, Texas for any dispute relating to or arising out of this Agreement or the Executive’s employment, and the Executive and the Company agree that the Executive and the Company shall not challenge personal or subject matter jurisdiction in such courts.

B.                                     Legal Fees .  The prevailing party in any action to enforce a term of this Agreement shall be entitled to its reasonable attorneys’ fees and costs incurred to enforce such term; provided that the obligation of any party under this Article V.B. shall be capped at $25,000 in the aggregate.  For the avoidance of doubt, there are no third party beneficiaries of this Agreement.

C.                                     Clawback .  The Executive acknowledges and agrees that any compensation paid to the Executive by the Company, pursuant to this Agreement or otherwise, shall be subject to recovery by the Company in accordance with the Company’s clawback policy applicable to executives of the Company, if any, as amended from time to time.

D.                                     Code Section 280G .

(i)                                      Notwithstanding anything to the contrary in this Agreement, in the event it shall be determined that any payment or distribution made, or benefit or entitlements provided, by the Company or any entity effecting a change in control to or for the benefit of the Executive under Article II or Article III or otherwise (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) or under any other agreement, benefit, plan or policy of the Company or any entity effecting a change in control (including but not limited to any bonus plan in effect from time to time) (this Agreement and such other agreements, benefits, plans and policies collectively referred to herein as the “ Change in Control Arrangements ”) would constitute a “parachute payment” as defined in Code Section 280G (such payments, distributions or other benefits referred to herein as the “ Payments ”), the Company shall provide

13

the Executive with a computation of (i) the maximum amount of Payments that could be made, without the imposition of the excise tax imposed by Code Section 4999, under the Change in Control Arrangements (said maximum amount being referred to as the “ Capped Amounts ”); (ii) the value of all Payments that could be made pursuant to the terms of the Change in Control Arrangements (referred to herein as the “ Uncapped Payments ”); (iii) the dollar amount of excise tax (if any) which the Executive would become obligated to pay pursuant to Code Section 4999 as a result of receipt of the Uncapped Payments (the “ Excise Tax Amount ”); and (iv) the net value of the Uncapped Payments after reduction by (a) the Excise Tax Amount; (b) the estimated income taxes payable by the Executive on the difference between the Uncapped Payments and the Capped Amount, assuming that the Executive is paying the highest marginal tax rate for state, local and federal income taxes; and (c) the estimated hospital insurance taxes payable by the Executive on the difference between the Uncapped Payments and the Capped Amount based on the hospital insurance tax rate under Code Section 3101 (the “ Net Uncapped Amount ”).

(ii)                                   If the Capped Amount is greater than the Net Uncapped Amount, the Executive shall be entitled to receive or commence to receive Payments equal to the Capped Amount; or if the Net Uncapped Amount is greater than the Capped Amount the Executive shall be entitled to receive or commence to receive Payments equal to the Uncapped Payments.  To arrive at the Capped Amount, cash payments shall be reduced before equity-based compensation or other non-cash compensation or benefits, in each case in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Code Section 280G, provided that, in the case of all the foregoing payments, compensation and benefits, all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amount that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) as would result in no portion of the payments, compensation or benefits being considered “excess parachute payments” under Code Section 280G.  All reductions hereunder shall also be done in a manner which complies with Code Section 409A.

(iii)                                Any determination required under this Article V.D. shall be made in writing by independent public accountants mutually agreed to by the Company and the Executive (the “ Accountants ”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes.  For purposes of making the calculations required by this Article V.D. , the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999.  The Company and the Executive shall furnish the Accountants such information and documents as the Accountants may reasonably request in order to make the determinations under this Article V.D .  The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Article V.D .

E.                                      Interpretation; Tax Consequences .  It is intended that this Agreement comply with the provisions of Code Section 409A and the regulations and guidance of general applicability issued thereunder so as to not subject the Executive to the payment of additional interest and taxes under Code Section 409A, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. When any payment hereunder provides that it will be paid within a certain period of time (e.g., within 30 days) the payment date shall be in the sole discretion of the Company.  The Executive has reviewed with his own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby.  The Executive is relying solely on his tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Executive (and not the Company) shall be responsible for the Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as

14

otherwise specifically provided in this Agreement.  All reimbursements under this Agreement shall be paid upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts. Reimbursement shall be in compliance with the Company’s expense reimbursement policies.  Any such reimbursement of expenses made under this Agreement shall only be made for eligible expenses incurred during the Employment Term, and no reimbursement of any expense shall be made by the Company after December 31st of the year following the calendar year in which the expense was incurred and the amount eligible for reimbursement under this Agreement during a taxable year may not affect expenses eligible for reimbursement in any other taxable year, and the right to reimbursement under this Agreement is not subject to liquidation or exchange for another benefit.

F.                                       Waiver of Jury Trial .  EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING.

G.                                     Cooperation .  After the termination of the Executive’s employment, the Executive agrees, subject to his other professional and personal commitments to the extent practicable, to provide the Executive’s full cooperation, at the request of the Company, in the transitioning of the Executive’s job duties and responsibilities, and any and all investigations or other legal, equitable or business matters or proceedings which involve any matters for which the Executive worked on or had responsibility during the Executive’s employment with the Company.  The Executive also agrees, subject to his other professional and personal commitments to the extent practicable, to be reasonably available to the Company or its representatives to provide general advice or assistance as requested by the Company (subject to his rights under the Fifth Amendment of the U.S. Constitution).  This includes but is not limited to testifying (and preparing to testify) as a witness in any proceeding or otherwise providing information or reasonable assistance to the Company in connection with any investigation, claim or suit, and cooperating with the Company regarding any investigation, litigation, claims or other disputed items involving the Company that relate to matters within the knowledge or responsibility of the Executive (subject to his rights under the Fifth Amendment of the U.S. Constitution).  Specifically, the Executive agrees, subject to his other professional and personal commitments to the extent practicable, (i) to meet with the Company’s representatives, its counsel or other designees at reasonable times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency or other adjudicatory body; (iii) to provide the Company with immediate notice of contact or subpoena by any non-governmental adverse party as to matters relating to the Company, and (iv) to not voluntarily assist any such non-governmental adverse party or such non-governmental adverse party’s representatives.  The Executive acknowledges and understands that the Executive’s obligations of cooperation under this Article V.G. are not limited in time and may include, but shall not be limited to, the need for or availability for testimony; provided, however, that in no event shall the Executive be required to provide post-termination services to the Company to the extent such post-termination services would be inconsistent with the “separation from service” requirements of Code Section 409A.  The Company shall reimburse the Executive for reasonable expenses incurred in providing cooperation requested by the Company pursuant to this Article V.G .

H.                                    Headings .  The paragraph headings contained in this Agreement are for convenience only and shall in no way or manner be construed as a part of this Agreement.

I.                                         Severability .  In the event that any court of competent jurisdiction holds any provision in this Agreement to be invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.

15

J.                                         Reformation .  In the event any court of competent jurisdiction holds any restriction in this Agreement to be unreasonable and/or unenforceable as written, the court may reform this Agreement to make it enforceable, and this Agreement shall remain in full force and effect as reformed by the court.

K.                                     Entire Agreement .  This Agreement, the Option Agreements, and that certain Indemnification Agreement by and between the Company and the Executive dated October 10, 2014 (collectively, the “ Agreements ”) constitute the entire agreement between the Parties, and fully supersede any and all prior agreements, understanding or representations between the Parties pertaining to or concerning the subject matter of the Agreements, including, without limitation, the Executive’s employment with the Company.  No oral statements or prior written material not specifically incorporated in the Agreements shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it.  Any amendment to this Agreement must be signed by all Parties to this Agreement.  The Executive acknowledges and represents that in executing this Agreement, the Executive does not rely on, has not relied on, and specifically disavows any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement.  The Parties represent that they relied solely and only on their own judgment in making the decision to enter into this Agreement.  The Executive represents and agrees that he has been given a reasonable time to review this Agreement and has been advised to consult with an attorney, that he fully understands all the provisions of the Agreement, and that he is voluntarily entering into this Agreement.

L.                                      Waiver .  No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches.  The failure of either the Executive or the Company to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition but the obligations of either party with respect thereto shall continue in full force and effect.  The breach by one party to this Agreement shall not preclude equitable relief or the obligations in Article IV .

M.                                  Modification .  The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

N.                                     Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns.  If the Executive should die while any payment is due to him hereunder, such payment shall be paid to his designated beneficiary (or if there is no designated beneficiary, his estate).  The Executive may not assign this Agreement to a third party.  The Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company; provided, however, that the assignee is the successor to all or substantially all of the business and assets of the Company and such assignee expressly assumes all of the obligations, duties and liabilities of the Company set forth in this Agreement.

O.                                     Notices .  Any notice or other communication required, permitted or desired to be given under this Agreement shall be deemed delivered when personally delivered; the next business day, if delivered by overnight courier; the same day, if transmitted by facsimile on a business day before noon, Central Standard Time; the next business day, if otherwise transmitted by facsimile; and the third business day after mailing, if mailed by prepaid certified mail, return receipt requested, as addressed or

16

transmitted as follows (as applicable), or to such other address as a Party may specify by notice given in the same manner:

If to the Executive, to the address of the Executive’s principal residence kept in the Company’s records.

P.                                       Counterparts .  This Agreement may be executed in two or more identical counterparts, all of which shall be considered a single instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.  SIGNATURE PAGE FOLLOWS.]

17

IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed and effective on the date first set forth above.

18

Exhibit 10.2

FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT
(Time-Based Vesting)

Tuesday Morning Corporation
20 14 Long-Term Incentive Plan

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.

IT IS AGREED:

1.                                       Grant of Option . Subject to the terms of the Plan and this Agreement, on             ,      (the “ Date of Grant ”), the Company granted to the Participant an option (the “ Option ”) to purchase              shares of the common stock of the Company, $.01 par value per share (“ Common Stock ”), at a price of $       per share (the “ Option Price ”), subject to adjustment as provided in the Plan.

2.                                       Type of Option .  The Option is a nonqualified stock option which is not intended to be governed by section 422 of the Code.

3.                                       Participant’s Agreement .  In accepting the Option, the Participant accepts and agrees to be bound by all the terms and conditions of the Plan which pertain to nonqualified stock options granted under the Plan.

4.                                       Vesting of Option .  Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as follows:

(a)                                  Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the following schedule:

(i)                                      on the      anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to,           (  %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date;

(ii)                                   on the         anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to,           (  %) of the shares of Common

Stock subject to the Option , provided the Participant is an Employee of the Company or a Subsidiary on such date;

(iii)                                on the       anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to,          (  %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date; and

(iv)                               on the        anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to,           (  %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date.

To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part.

(b)                                  Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s termination of employment due to the Participant’s death or Total and Permanent Disability before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock subject to the Option that would have vested on the anniversary of the Date of Grant next following the date of the Participant’s termination of employment due to his death or Total and Permanent Disability (the “ Next Vesting Date ”) (prorated based on the number of days of the Participant’s employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable on the date of the Participant’s termination of employment due to his death or Total and Permanent Disability.

(c)                                   Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s termination of employment upon or within 12 months following a Change in Control: (i) by the Company without Cause (as that term is defined in the Employment Agreement), (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then all of the shares of Common Stock subject to the Option which have not yet vested will vest and become exercisable on the date of such termination of employment.

(d)                                  In the event of the Participant’s termination of employment for any reason other than as provided in subsection (b) or (c) above, the Option shall not continue to vest after such termination of employment and shall be subject to termination pursuant to Section 6. For purposes of clarity, if the Participant’s role with the Company is modified so that he is solely serving as the Executive Chairman, the Option shall continue to vest, until the date he ceases serving as Executive Chairman and he shall not be deemed to have terminated employment until such date.

(e)                                   Notwithstanding any provision of this Section 4 to the contrary, if a Change in Control occurs and, in connection with such Change in Control, the successor entity to the Company does not assume the Option, then all of the shares of Common Stock subject to the

2

Option which have not yet vested will vest and become exercisable on the date of such Change in Control.

5.                                       Manner of Exercise .

(a)                                  To the extent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, the Option may be exercised by the Participant at any time, or from time to time, in whole or in part, on or prior to the termination of the Option (as set forth in Sections 4 and 6 of this Agreement) upon payment of the Option Price for the shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan.

(b)                                  If the Participant is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Participant shall (i) deliver to the Company a fully completed notice of exercise, in a form as may hereinafter be designated by the Company in its sole discretion, specifying the exercise date (which shall be at least three (3) days after giving such notice unless an earlier time is mutually agreed upon) and the number of shares of Common Stock to be purchased pursuant to such exercise and (ii) remit to the Company in a form satisfactory to the Company, in its sole discretion, the Option Price for the shares of Common Stock to be acquired on exercise of the Option (provided that in all events the Participant shall be permitted to elect to have the Company withhold a number of shares to be delivered upon exercise of the Option), plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of Section 7 of this Agreement and Section 15.7 of the Plan.

(c)                                   The Company’s obligation to deliver shares of Common Stock to the Participant under this Agreement is subject to and conditioned upon the Participant satisfying all tax obligations associated with the Participant’s receipt, holding and exercise of the Option.  Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of Section 7 of this Agreement and Section 15.7 of the Plan.  The Company and its Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Participant the amount necessary to satisfy all such taxes.

(d)                                  Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Agreement, the Company shall electronically register the shares of Common Stock purchased hereunder in the Participant’s name (or the name of the person exercising the Option in the event of the Participant’s death) but shall not issue certificates to the Participant (or the person exercising the Option in the event of the Participant’s death) unless the Participant (or such other person) requests delivery of a certificate as described in Section 8.3(b) of the Plan.

6.                                       Termination of Option .  Except as otherwise provided in Section 4 of this Agreement, unless the Option terminates earlier as provided in this Section 6, the Option shall terminate and become null and void on the tenth anniversary of the Date of Grant (the “ Option General Expiration Date ”).

3

(a)                                  If the Participant incurs a Termination of Service due to the Participant’s death or Total and Permanent Disability, (i) the portion of the Option that was exercisable on the date of such Termination of Service shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of one year from the date of such Termination of Service, but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such termination of employment shall be forfeited and become null and void immediately upon such termination of employment.

(b)                                  If the Participant incurs a termination of employment upon the occurrence of the Participant’s Retirement, (i) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition (as that term is defined in Section 22) during such three-year period, unless he receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement.

(c)                                   If the Participant incurs a termination of employment by the Company for Cause or a voluntary termination of employment without Good Reason, (i) the portion of the Option that was exercisable on the date of such termination of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to 90 days after the date of such termination of employment, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition during such 90-day period, unless he receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of such termination of employment shall be forfeited and become null and void immediately upon such termination of employment.

(d)                                  If the Participant incurs a termination of employment (i) by the Company without Cause, (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason, (x) the portion of the Option that was exercisable on the date of such termination of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to one year after the date on which the Participant incurs a Termination of Service ( i.e., the Participant ceases to provide any services to the Company or its Subsidiaries, whether as an Employee, Contractor, or director), but in no event after (A) the Option General Expiration Date or (B) the day before the date the Participant begins engaging in Competition during such one-year period, unless he receives written consent to do so from the Board or the Committee, and (y) the portion of the Option that was not exercisable on the date of such termination of employment shall be forfeited and become null and void immediately upon such termination of employment.

(e)                                   Upon the death of the Participant prior to the expiration of the Option, the Participant’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time

4

prior to the termination of the Option, to exercise the Option with respect to the number of shares of Common Stock that the Participant would have been entitled to exercise if he were still alive.

(f)                                    Notwithstanding anything to the contrary contained herein, in the event the Participant fails to comply with the confidentiality and non-solicitation provisions of Exhibit A , or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between the Participant and the Company, including, without limitation, the Employment Agreement, then all of the Option shall be forfeited and become null and void immediately upon a termination of employment, whether or not then exercisable, and this Agreement (other than the provisions of this subsection (f) and the provisions of Exhibit A ) will be terminated on the date of such violation.

7.                                       Tax Withholding .  The Company or, if applicable, any Subsidiary (for purposes of this Section 7, the term “ Company ” shall be deemed to include any applicable Subsidiary), shall be entitled to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect the receipt of the Option, this Agreement, the vesting of the Option or the exercise of the Option.  Alternatively, the Company may require the Participant (or other person validly exercising the Option) to pay such sums for taxes directly to the Company in cash or by check within one (1) day after the date of vesting or exercise of the Option, as applicable.  Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock.  Such payment may be made by (a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding obligations of the Company; (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding payment; (c) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Option, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (d) any combination of (a), (b), or (c).

8.                                       Capital Adjustments and Reorganizations . The existence of the Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

9.                                       Employment Relationship . For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company as long as the Participant has an employment relationship with the Company or continues to serve as Executive Chairman.  The Committee shall determine any questions as to whether and when there has been a termination of

5

employment or a Termination of Service , and the cause of such termination of employment or Termination of Service, under the Plan, and the Committee’s determination shall be final and binding on all persons.

10.                                No Fractional Shares .  All provisions of this Agreement concern whole shares of Common Stock.  If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

11.                                Limit of Liability .  Under no circumstances will the Company or an Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits or taxes) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan, this Agreement or the Option.

12.                                Not an Employment Agreement .  This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between the Participant and the Company, its Subsidiaries or any of its Affiliates or guarantee the right to remain employed by the Company, its Subsidiaries or any of its Affiliates for any specified term.

13.                                No Rights As Stockholder .  The Participant shall not have any rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date of the registration or issuance of such shares following the Participant’s exercise of the Option pursuant to its terms and conditions and payment of all amounts for and with respect to the shares of Common Stock.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date a certificate or certificates are issued for such shares or an uncertificated book-entry representing such shares is made.

14.                                Legend .  The Participant consents to the placing on the certificate for any shares covered by the Option of an appropriate legend restricting resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

15.                                Notices .  Any notice, instruction, authorization, request, demand or other communications required hereunder shall be in writing, and shall be delivered either by personal delivery, telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s principal business office address to the attention of the Vice President, Tax and to the Participant at the Participant’s residential address as it appears on the books and records of the Company, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth.  Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

6

16.                                Amendment and Waiver . Except as otherwise provided herein or in the Plan, or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed, or an electronic agreement agreed to, by the Company and the Participant.  Only a written instrument executed and delivered by, or an electronic agreement agreed to by, the party waiving compliance hereof shall waive any of the terms or conditions of this Agreement.  Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized director or officer of the Company other than the Participant.  The failure of any party at any time or times to require performance of any provisions hereof shall in no manner effect the right to enforce the same.  No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any condition, or the breach of any other term of condition.

17.                                Dispute Resolution .  In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee.

18.                                Governing Law and Severability . The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.  The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

19.                                Transfer Restrictions . The shares of Common Stock subject to the Option granted hereby may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.  The Participant also agrees (a) that the Company may refuse to cause the transfer of shares of Common Stock subject to the Option to be registered on the applicable stock transfer records if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) that the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the shares of Common Stock subject to the Option.

20.                                Successors and Assigns .  This Agreement shall, except as herein stated to the contrary, inure to the benefit of and bind the legal representatives, successors and assigns of the parties hereto.

21.                                Option Transfer Prohibitions .  Except as otherwise authorized by the Committee, the Option granted to the Participant under this Agreement shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by the Participant.

22.                                Definition s .  For purposes of this Agreement, the following terms shall have the meanings indicated below:

7

(a)                                  “ Competition ” means the Participant, directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, becomes employed by, controls, manages, carries on, joins, lends money for, operates, engages in, establishes, takes steps to establish, performs services for, invests in, solicits investors for, consults for, does business with or otherwise engages in any Competing Business (as defined in the Employment Agreement) within the Restricted Area (as defined in the Employment Agreement).  Notwithstanding the foregoing, the Participant may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation or other entity engaged in a Competing Business without constituting Competition; provided, however, that the Participant does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and is not involved in the management of such corporation or other entity.  Finally, nothing herein shall prevent the Participant from serving on any boards that he was serving on as of the date of the termination of his employment.

(b)                                  “ Employment Agreement ” means that certain Employment Agreement, dated December 11, 2015, entered into by the Company and the Participant.

23.                                Acceptance.   The Participant, by his acceptance of the Option, agrees to be bound by all of the terms and conditions of this Agreement, including, without limitation, the provisions of Exhibit A and the Plan.

24.                                Disclaimer of Reliance .  Except for the specific representations expressly made by the Company in this Agreement and Exhibit A , the Participant specifically disclaims that the Participant is relying upon or has relied upon any communications, promises, statement(s), inducements or representation(s) that may have been made, oral or written regarding the subject matter of this Agreement.  The Participant represents that the Participant relied solely and only on the Participant’s own judgment in making the decision to enter into this Agreement.

8

EXHIBIT A

1.                                       Confidential Information, the Participant’s Non-Disclosure Agreement and Work Product Ownership.

(a)                                  Confidential Information .  During the Participant’s employment with the Company, the Company shall provide the Participant otherwise prohibited access to certain of its Confidential Information (as defined in the Employment Agreement) which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company.

(b)                                  Non-Disclosure .

(i)                                      The Participant acknowledges and agrees that the Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Participant may cause irreparable harm and loss to the Company.  The Participant understands and acknowledges that each and every component of the Confidential Information (a) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (b) constitutes a protectable business interest of the Company.  The Participant agrees not to dispute, contest, or deny any such ownership rights either during or after the Participant’s employment with the Company.  The Participant agrees to preserve and protect the confidentiality of all Confidential Information.  The Participant agrees that the Participant shall not at any time (whether during or after the Participant’s employment), directly or indirectly, disclose to any unauthorized person or use for the Participant’s own account any Confidential Information without the Company’s consent.  Throughout the Participant’s employment and at all times thereafter: (x) the Participant shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; and (y) the Participant shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Participant’s duties.  Further, the Participant shall not, directly or indirectly, use the Company’s Confidential Information to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away from any customer, client, vendor or supplier of the Company with whom or which the Company conducted business;

9

and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by the Company.  If the Participant learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Participant shall promptly advise the Company’s General Counsel of all facts concerning such action or threatened action.  The Participant shall use all reasonable efforts to obligate all persons to whom any Confidential Information shall be disclosed by the Participant hereunder to preserve and protect the confidentiality of such Confidential Information.  Notwithstanding the foregoing, the Participant shall be permitted to disclose Confidential Information to the extent required by law or by any court, governmental body, or any regulatory or self-regulatory agency or to the extent reasonably necessary in connection with any disputes between the Parties.

(iii)                                The Participant agrees that the Participant shall not use or disclose any confidential or trade secret information belonging to any former employer or third party, and the Participant shall not bring onto the premises of the Company or onto any the Company property any confidential or trade secret information belonging to any former employer or third party without such third party’s consent.

(c)                             Return of the Company Property .  Upon the termination of the Participant’s employment for any reason, the Participant shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company’s business and which are in the Participant’s possession, custody or control, whether prepared by the Participant or others.  If at any time after termination of the Participant’s employment the Participant determines that the Participant has any Confidential Information in the Participant’s possession or control, the Participant shall immediately return to the Company all such Confidential Information in the Participant’s possession or control, including all copies and portions thereof.

2.                                       Non-Solicitation .  In Section 1, the Company promised to provide the Participant certain Confidential Information.  The Participant recognizes and agrees that:  (i) the Company has devoted a considerable amount of time, effort, and expense to develop its Confidential Information and business goodwill; (ii) the Company’s Confidential Information and business goodwill are valuable assets to the Company; and (iii) any unauthorized use or disclosure of the Confidential Information would cause irreparable harm to the Company for which there is no adequate remedy at law, including damage to

10

the Company’s business goodwill.  To protect the Confidential Information and business goodwill of the Company, the Participant agrees to the following restrictive covenants.

(a)                                  Non-Solicitation .  The Participant agrees that during the Restricted Period (as defined in the Employment Agreement), other than in connection with the Participant’s duties under the Employment Agreement, the Participant shall not, and shall not use any Confidential Information to, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons:

(i)                                      Solicit business from, interfere with, induce, attempt to solicit business with, interfere with, induce or do business with any actual or prospective customer, client, supplier, manufacturer, vendor or licensor of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or which: (1) the Participant contacted, called on, serviced or did business with during the Participant’s employment with the Company; (2) the Participant learned of as a result of the Participant’s employment with the Company; or (3) about whom the Participant received Confidential Information.  This restriction applies only to business which is in the scope of services or products provided by the Company or any affiliate thereof; or

(ii)                                   Solicit, induce or attempt to solicit or induce, engage or hire, on behalf of the Participant or any other person or entity, any person who is an employee or consultant of the Company or who was employed or engaged by the Company within the preceding twelve (12) months.

(b)                                  Remedies .  The Participant acknowledges that the restrictions contained in Section 1 and Section 2, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to the Company, and that money damages would not be a sufficient remedy to the Company for any such breach or threatened breach.  Therefore, the Participant agrees that the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Participant from the commission of any breach or threatened breach of Section 1 or Section 2, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from the Participant damages incurred by the Company as a result of the breach, as well as the Company’s attorneys’ fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement, subject to the cap on legal fees in Article V.B. of the Employment Agreement.  Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including,

11

without limitation, the recovery of money damages, attorneys’ fees, and costs, subject to the cap on legal fees in Article V.B. of the Employment Agreement.  The existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained in Section 1 or Section 2, or preclude injunctive relief.

(c)                                   Reasonableness .  The Participant hereby represents to the Company that the Participant has read and understands, and agrees to be bound by, the terms of this Exhibit A .  The Participant acknowledges that the geographic scope and duration of the covenants contained in this Exhibit A are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) the Participant’s level of control over and contact with the business in the Restricted Area; and (iii) the amount of compensation, trade secrets and Confidential Information that the Participant is receiving in connection with the Participant’s employment by the Company.  It is the desire and intent of the Parties that the provisions of this Exhibit A be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Participant and the Company hereby waive any provision of applicable law that would render any provision of this Exhibit A invalid or unenforceable.  Except as otherwise expressly set forth in the Employment Agreement, this Agreement and this Exhibit A , as of the Effective Date (as defined in the Employment Agreement), there are no other restrictive covenants that would restrict the Participant’s activities following his termination of employment.

(d)                                  Reformation .  The Company and the Participant agree that the foregoing restrictions set forth in this Exhibit A are reasonable under the circumstances and that a breach of the covenants contained in this Exhibit A may cause irreparable injury to the Company.  The Participant understands that the foregoing restrictions may limit the Participant’s ability to engage in certain businesses anywhere in or involving the Restricted Area during the Restricted Period, but acknowledges that the Participant shall receive Confidential Information and trade secrets, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions.  If any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.  By agreeing to this contractual modification prospectively at this time, the Company and the Participant intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit A as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

12

(e)                                   Tolling .  If the Participant violates any of the restrictions contained in this Section 2, the Restricted Period shall be suspended and shall not run in favor of the Participant until such time that the Participant cures the violation to the satisfaction of the Company; the period of time in which the Participant is in breach shall be added to the Restricted Period for such restrictive covenant(s).

(f)                                    Notice .  If the Participant, in the future, seeks or is offered employment, or any other position or capacity with another company or entity, the Participant agrees to inform each new employer or entity, before accepting employment, of the existence of the restrictions in Section 1 and Section 2. The Company shall be entitled to advise such person or subsequent employer of the provisions of Section 1 and Section 2 and to otherwise deal with such person to ensure that the provisions of Section 1 and Section 2 are enforced and duly discharged.

13

Exhibit 10.3

FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT
(Performance-Based Vesting)

Tuesday Morning Corporation
20 14 Long-Term Incentive Plan

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.

IT IS AGREED:

1.                                       Grant of Option . Subject to the terms of the Plan and this Agreement, on             ,      (the “ Date of Grant ”), the Company granted to the Participant an option to purchase              shares (the “ Target Options ”) of the common stock of the Company, $.01 par value per share (“ Common Stock ”), plus an additional              shares of Common Stock (the “ Stretch Options ,” collectively referred to herein with the Target Options as, the “ Option ”), at a price of $       per share (the “ Option Price ”), subject to adjustment as provided in the Plan.

2.                                       Type of Option .  The Option is a nonqualified stock option which is not intended to be governed by section 422 of the Code.

3.                                       Participant’s Agreement .  In accepting the Option, the Participant accepts and agrees to be bound by all the terms and conditions of the Plan which pertain to nonqualified stock options granted under the Plan.

4.                                       Vesting of Option .  Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as follows:

(a)                                  Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the schedule set forth in Exhibit A , which is attached hereto and made a part hereof; [provided the Participant has not incurred a termination of employment prior to the third anniversary of the Effective Date (as defined in the Employment Agreement)](1).  In no event will the Option continue to vest after the expiration of the

(1)  For agreements entered into before such anniversary.

Performance Period.  To the extent not exercised, vested portions of the Option shall be cumulative and may be exercised in whole or in part .

(b)                                  Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s termination of employment due to the Participant’s death or Total and Permanent Disability during the Performance Period, the shares of Common Stock subject to the Option that would have vested upon the achievement of the applicable vesting condition set forth in Exhibit A will vest and become exercisable on the date set forth in Exhibit A upon achievement of the corresponding vesting condition during the Performance Period; [provided, however, that if such termination of employment occurs prior to the third anniversary of the Effective Date (as defined in the Employment Agreement), then the number of shares of Common Stock subject to the Option that vest pursuant to this subsection (b) shall be prorated based on the number of days of the Participant’s employment since the Date of Grant.] (2)

(c)                                   Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s termination of employment during the Performance Period upon or within 12 months following a Change in Control: (i) by the Company without Cause (as that term is defined in the Employment Agreement), (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then the shares of Common Stock subject to the Option that would have vested upon the achievement of the applicable vesting condition set forth in Exhibit A will vest and become exercisable on the date set forth in Exhibit A upon achievement of the corresponding vesting condition during the Performance Period; [provided, however, that if such termination of employment occurs prior to the third anniversary of the Effective Date, then the number of shares of Common Stock subject to the Option that vest pursuant to this subsection (c) shall be prorated based on the number of days of the Participant’s employment since the Date of Grant.](2)

(d)                                  In the event of the Participant’s termination of employment for any reason other than as provided in subsection (b) or (c) above, the Option shall not continue to vest after such termination of employment and shall be subject to termination pursuant to Section 6.  For purposes of clarity, if the Participant’s role with the Company is modified so that he is solely serving as the Executive Chairman, the Option shall continue to vest, until the date he ceases serving as Executive Chairman and he shall not be deemed to have terminated employment until such date.

(e)                                   Notwithstanding any provision of this Section 4 to the contrary, if a Change in Control occurs during the Performance Period and, in connection with such Change in Control, the successor entity to the Company does not assume the Option, then the Target Options will vest and become exercisable on the date of such Change in Control, regardless of whether the corresponding vesting condition has been achieved; [provided, however, that if the Change in Control occurs prior to the 18-month anniversary of the Effective Date, then the number of the Target Options that vest pursuant to this subsection (e) shall be prorated by multiplying the Target Shares by a fraction, the numerator of which is the number of days of the

(2)  For agreements entered into before such anniversary.

2

Participant’s employment since the Date of Grant and the denominator of which is the number of days in the Performance Period.](2)

5.                                       Manner of Exercise .

(a)                                  To the extent that the Option is vested and exercisable in accordance with Exhibit A , the Option may be exercised by the Participant at any time, or from time to time, in whole or in part, on or prior to the termination of the Option (as set forth in Sections 4 and 6 of this Agreement) upon payment of the Option Price for the shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan.

(b)                                  If the Participant is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, the Participant shall (i) deliver to the Company a fully completed notice of exercise, in a form as may hereinafter be designated by the Company in its sole discretion, specifying the exercise date (which shall be at least three (3) days after giving such notice unless an earlier time is mutually agreed upon) and the number of shares of Common Stock to be purchased pursuant to such exercise and (ii) remit to the Company in a form satisfactory to the Company, in its sole discretion, the Option Price for the shares of Common Stock to be acquired on exercise of the Option (provided that in all events the Participant shall be permitted to elect to have the Company withhold a number of shares to be delivered upon exercise of the Option), plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of Section 7 of this Agreement and Section 15.7 of the Plan.

(c)                                   The Company’s obligation to deliver shares of Common Stock to the Participant under this Agreement is subject to and conditioned upon the Participant satisfying all tax obligations associated with the Participant’s receipt, holding and exercise of the Option.  Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of Section 7 of this Agreement and Section 15.7 of the Plan.  The Company and its Subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to the Participant the amount necessary to satisfy all such taxes.

(d)                                  Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Agreement, the Company shall electronically register the shares of Common Stock purchased hereunder in the Participant’s name (or the name of the person exercising the Option in the event of the Participant’s death ) but shall not issue certificates to the Participant (or the person exercising the Option in the event of the Participant’s death) unless the Participant (or such other person) requests delivery of a certificate as described in Section 8.3(b) of the Plan.

6.                                       Termination of Option .  Except as otherwise provided in Section 4 of this Agreement, unless the Option terminates earlier as provided in this Section 6, the Option shall terminate and become null and void on the tenth anniversary of the Date of Grant (the “ Option General Expiration Date ”).

3

(a)                                  If the Participant incurs a Termination of Service due to the Participant’s death or Total and Permanent Disability, (i) the portion of the Option that was exercisable on the date of such Termination of Service (or that becomes vested and exercisable in accordance with Section 4(b)) shall remain exercisable for, and shall otherwise terminate and become null and void on, the later of the date that is one year from (x) the date of the Participant’s death or Total and Permanent Disability and (y) the expiration of the Performance Period, but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such termination of employment shall be forfeited and become null and void on the date of such Termination of Service; provided, however, that if the Option remains subject to continued vesting pursuant to Section 4(b), then the portion of the Option that was not exercisable as of the date of such death or Total and Permanent Disability and which does not vest pursuant to Section 4(b) shall be forfeited and become null and void upon the expiration of the Performance Period.

(b)                                  If the Participant incurs a termination of employment upon the occurrence of the Participant’s Retirement, (i) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition (as that term is defined in Section 22) during such three-year period, unless he receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement.

(c)                                   If the Participant incurs a termination of employment by the Company for Cause or a voluntary termination of employment without Good Reason, (i) the portion of the Option that was exercisable on the date of such termination of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to 90 days after the date of such termination of employment, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition during such 90-day period, unless he receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of such termination of employment shall be forfeited and become null and void immediately upon such termination of employment.

(d)                                  If the Participant incurs a termination of employment (i) by the Company without Cause, (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason, (x) the portion of the Option that was exercisable on the date of such termination of employment (or that becomes vested and exercisable in accordance with Section 4(c), if applicable) shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to one year after the later of (A) the date on which the Participant incurs a Termination of Service ( i.e., the Participant ceases to provide any services to the Company or its Subsidiaries, whether as an Employee, Contractor, or director) and (B) the expiration of the Performance Period, but in no event after (1) the Option General Expiration Date or (2) the day before the date the Participant begins engaging in Competition

4

during such one-year period, unless he receives written consent to do so from the Board or the Committee, and (y) the portion of the Option that was not exercisable on the date of such termination of employment shall be forfeited and become null and void on the date of such termination of employment; provided, however, that if the Option remains subject to continued vesting pursuant to Section 4(c), then the portion of the Option that was not exercisable as of the date of such termination of employment and which does not vest pursuant to Section 4(c) shall be forfeited and become null and void upon the expiration of the Performance Period.

(e)                                   Upon the death of the Participant prior to the expiration of the Option, the Participant’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option, to exercise the Option with respect to the number of shares of Common Stock that the Participant would have been entitled to exercise if he were still alive.

(f)                                    Notwithstanding anything to the contrary contained herein, in the event the Participant fails to comply with the confidentiality and non-solicitation provisions of Exhibit  B , or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between the Participant and the Company, including, without limitation, the Employment Agreement, then all of the Option shall be forfeited and become null and void immediately upon a termination of employment, whether or not then exercisable, and this Agreement (other than the provisions of this subsection (f) and the provisions of Exhibit  B ) will be terminated on the date of such violation.

7.                                       Tax Withholding .  The Company or, if applicable, any Subsidiary (for purposes of this Section 7, the term “ Company ” shall be deemed to include any applicable Subsidiary), shall be entitled to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect the receipt of the Option, this Agreement, the vesting of the Option or the exercise of the Option.  Alternatively, the Company may require the Participant (or other person validly exercising the Option) to pay such sums for taxes directly to the Company in cash or by check within one (1) day after the date of vesting or exercise of the Option, as applicable.  Such payments shall be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock.  Such payment may be made by (a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding obligations of the Company; (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding payment; (c) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Option, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (d) any combination of (a), (b), or (c).

5

8.                                       Capital Adjustments and Reorganizations . The existence of the Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

9.                                       Employment Relationship . For purposes of this Agreement, the Participant shall be considered to be in the employment of the Company as long as the Participant has an employment relationship with the Company or continues to serve as Executive Chairman.  The Committee shall determine any questions as to whether and when there has been a termination of employment or a Termination of Service, and the cause of such termination of employment or Termination of Service, under the Plan, and the Committee’s determination shall be final and binding on all persons.

10.                                No Fractional Shares .  All provisions of this Agreement concern whole shares of Common Stock.  If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

11.                                Limit of Liability .  Under no circumstances will the Company or an Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits or taxes) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan, this Agreement or the Option.

12.                                Not an Employment Agreement .  This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between the Participant and the Company, its Subsidiaries or any of its Affiliates or guarantee the right to remain employed by the Company, its Subsidiaries or any of its Affiliates for any specified term.

13.                                No Rights As Stockholder .  The Participant shall not have any rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date of the registration or issuance of such shares following the Participant’s exercise of the Option pursuant to its terms and conditions and payment of all amounts for and with respect to the shares of Common Stock.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date a certificate or certificates are issued for such shares or an uncertificated book-entry representing such shares is made.

14.                                Legend .  The Participant consents to the placing on the certificate for any shares covered by the Option of an appropriate legend restricting resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

15.                                Notices .  Any notice, instruction, authorization, request, demand or other communications required hereunder shall be in writing, and shall be delivered either by personal

6

delivery, telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s principal business office address to the attention of the Vice President, Tax and to the Participant at the Participant’s residential address as it appears on the books and records of the Company, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth.  Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

16.                                Amendment and Waiver . Except as otherwise provided herein or in the Plan, or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed, or an electronic agreement agreed to, by the Company and the Participant.  Only a written instrument executed and delivered by, or an electronic agreement agreed to by, the party waiving compliance hereof shall waive any of the terms or conditions of this Agreement.  Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized director or officer of the Company other than the Participant.  The failure of any party at any time or times to require performance of any provisions hereof shall in no manner effect the right to enforce the same.  No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any condition, or the breach of any other term of condition.

17.                                Dispute Resolution .  In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee.

18.                                Governing Law and Severability . The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.  The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

19.                                Transfer Restrictions . The shares of Common Stock subject to the Option granted hereby may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws.  The Participant also agrees (a) that the Company may refuse to cause the transfer of shares of Common Stock subject to the Option to be registered on the applicable stock transfer records if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) that the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the shares of Common Stock subject to the Option.

7

20.                                Successors and Assigns .  This Agreement shall, except as herein stated to the contrary, inure to the benefit of and bind the legal representatives, successors and assigns of the parties hereto.

21.                                Option Transfer Prohibitions .  Except as otherwise authorized by the Committee, the Option granted to the Participant under this Agreement shall not be transferable or assignable by the Participant other than by will or the laws of descent and distribution, and shall be exercisable during the Participant’s lifetime only by the Participant.

22.                                Definition s .  For purposes of this Agreement, the following terms shall have the meanings indicated below:

(a)                                  “ Competition ” means the Participant, directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, becomes employed by, controls, manages, carries on, joins, lends money for, operates, engages in, establishes, takes steps to establish, performs services for, invests in, solicits investors for, consults for, does business with or otherwise engages in any Competing Business (as defined in the Employment Agreement) within the Restricted Area (as defined in the Employment Agreement).  Notwithstanding the foregoing, the Participant may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation or other entity engaged in a Competing Business without constituting Competition; provided, however, that the Participant does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation or other entity and is not involved in the management of such corporation or other entity.  Finally, nothing herein shall prevent the Participant from serving on any boards that he was serving on as of the date of the termination of his employment.

(b)                                  “ Employment Agreement ” means that certain Employment Agreement, dated December 11, 2015, entered into by the Company and the Participant.

(c)                                   “ Performance Period ” means the        - period commencing on         and ending on           .

23.                                Acceptance.   The Participant, by his acceptance of the Option, agrees to be bound by all of the terms and conditions of this Agreement, including, without limitation, the provisions of Exhibit A , Exhibit B , and the Plan.

24.                                Disclaimer of Reliance .  Except for the specific representations expressly made by the Company in this Agreement, Exhibit A , and Exhibit  B , the Participant specifically disclaims that the Participant is relying upon or has relied upon any communications, promises, statement(s), inducements or representation(s) that may have been made, oral or written regarding the subject matter of this Agreement.  The Participant represents that the Participant relied solely and only on the Participant’s own judgment in making the decision to enter into this Agreement.

8

EXHIBIT A

[Performance-Based Vesting Conditions and Target Levels]

EXHIBIT B

1.                                       Confidential Information, the Participant’s Non-Disclosure Agreement and Work Product Ownership.

(a)                                  Confidential Information .  During the Participant’s employment with the Company, the Company shall provide the Participant otherwise prohibited access to certain of its Confidential Information (as defined in the Employment Agreement) which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company.

(b)                                  Non-Disclosure .

(i)             The Participant acknowledges and agrees that the Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Participant may cause irreparable harm and loss to the Company.  The Participant understands and acknowledges that each and every component of the Confidential Information (a) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (b) constitutes a protectable business interest of the Company.  The Participant agrees not to dispute, contest, or deny any such ownership rights either during or after the Participant’s employment with the Company.  The Participant agrees to preserve and protect the confidentiality of all Confidential Information.  The Participant agrees that the Participant shall not at any time (whether during or after the Participant’s employment), directly or indirectly, disclose to any unauthorized person or use for the Participant’s own account any Confidential Information without the Company’s consent.  Throughout the Participant’s employment and at all times thereafter: (x) the Participant shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; and (y) the Participant shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Participant’s duties.  Further, the Participant shall not, directly or indirectly, use the Company’s Confidential Information to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away from any customer, client, vendor or supplier of the Company with whom or which the Company conducted business;

10

and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by the Company.  If the Participant learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Participant shall promptly advise the Company’s General Counsel of all facts concerning such action or threatened action.  The Participant shall use all reasonable efforts to obligate all persons to whom any Confidential Information shall be disclosed by the Participant hereunder to preserve and protect the confidentiality of such Confidential Information.  Notwithstanding the foregoing, the Participant shall be permitted to disclose Confidential Information to the extent required by law or by any court, governmental body, or any regulatory or self-regulatory agency or to the extent reasonably necessary in connection with any disputes between the Parties.

(iii)           The Participant agrees that the Participant shall not use or disclose any confidential or trade secret information belonging to any former employer or third party, and the Participant shall not bring onto the premises of the Company or onto any the Company property any confidential or trade secret information belonging to any former employer or third party without such third party’s consent.

(c)                             Return of the Company Property .  Upon the termination of the Participant’s employment for any reason, the Participant shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company’s business and which are in the Participant’s possession, custody or control, whether prepared by the Participant or others.  If at any time after termination of the Participant’s employment the Participant determines that the Participant has any Confidential Information in the Participant’s possession or control, the Participant shall immediately return to the Company all such Confidential Information in the Participant’s possession or control, including all copies and portions thereof.

2.                                       Non-Solicitation .  In Section 1, the Company promised to provide the Participant certain Confidential Information.  The Participant recognizes and agrees that:  (i) the Company has devoted a considerable amount of time, effort, and expense to develop its Confidential Information and business goodwill; (ii) the Company’s Confidential Information and business goodwill are valuable assets to the Company; and (iii) any unauthorized use or disclosure of the Confidential Information would cause irreparable harm to the Company for which there is no adequate remedy at law, including damage to

11

the Company’s business goodwill.  To protect the Confidential Information and business goodwill of the Company, the Participant agrees to the following restrictive covenants.

(a)                                  Non-Solicitation .  The Participant agrees that during the Restricted Period (as defined in the Employment Agreement), other than in connection with the Participant’s duties under the Employment Agreement, the Participant shall not, and shall not use any Confidential Information to, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons:

(i)             Solicit business from, interfere with, induce, attempt to solicit business with, interfere with, induce or do business with any actual or prospective customer, client, supplier, manufacturer, vendor or licensor of the Company with whom the Company did business or who the Company solicited within the preceding two (2) years, and who or which: (1) the Participant contacted, called on, serviced or did business with during the Participant’s employment with the Company; (2) the Participant learned of as a result of the Participant’s employment with the Company; or (3) about whom the Participant received Confidential Information.  This restriction applies only to business which is in the scope of services or products provided by the Company or any affiliate thereof; or

(ii)            Solicit, induce or attempt to solicit or induce, engage or hire, on behalf of the Participant or any other person or entity, any person who is an employee or consultant of the Company or who was employed or engaged by the Company within the preceding twelve (12) months.

(b)                                  Remedies .  The Participant acknowledges that the restrictions contained in Section 1 and Section 2, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to the Company, and that money damages would not be a sufficient remedy to the Company for any such breach or threatened breach.  Therefore, the Participant agrees that the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Participant from the commission of any breach or threatened breach of Section 1 or Section 2, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from the Participant damages incurred by the Company as a result of the breach, as well as the Company’s attorneys’ fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement, subject to the cap on legal fees in Article V.B. of the Employment Agreement.  Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including,

12

without limitation, the recovery of money damages, attorneys’ fees, and costs, subject to the cap on legal fees in Article V.B. of the Employment Agreement.  The existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained in Section 1 or Section 2, or preclude injunctive relief.

(c)                                   Reasonableness .  The Participant hereby represents to the Company that the Participant has read and understands, and agrees to be bound by, the terms of this Exhibit B .  The Participant acknowledges that the geographic scope and duration of the covenants contained in this Exhibit B are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) the Participant’s level of control over and contact with the business in the Restricted Area; and (iii) the amount of compensation, trade secrets and Confidential Information that the Participant is receiving in connection with the Participant’s employment by the Company.  It is the desire and intent of the Parties that the provisions of this Exhibit B be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, the Participant and the Company hereby waive any provision of applicable law that would render any provision of this Exhibit B invalid or unenforceable.  Except as otherwise expressly set forth in the Employment Agreement, this Agreement and this Exhibit B, as of the Effective Date (as defined in the Employment Agreement), there are no other restrictive covenants that would restrict the Participant’s activities following his termination of employment.

(d)                                  Reformation .  The Company and the Participant agree that the foregoing restrictions set forth in this Exhibit B are reasonable under the circumstances and that a breach of the covenants contained in this Exhibit B may cause irreparable injury to the Company.  The Participant understands that the foregoing restrictions may limit the Participant’s ability to engage in certain businesses anywhere in or involving the Restricted Area during the Restricted Period, but acknowledges that the Participant shall receive Confidential Information and trade secrets, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions.  If any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be fully enforced.  By agreeing to this contractual modification prospectively at this time, the Company and the Participant intend to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete and this Exhibit B as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

13

(e)                                   Tolling .  If the Participant violates any of the restrictions contained in this Section 2, the Restricted Period shall be suspended and shall not run in favor of the Participant until such time that the Participant cures the violation to the satisfaction of the Company; the period of time in which the Participant is in breach shall be added to the Restricted Period for such restrictive covenant(s).

(f)                                    Notice .  If the Participant, in the future, seeks or is offered employment, or any other position or capacity with another company or entity, the Participant agrees to inform each new employer or entity, before accepting employment, of the existence of the restrictions in Section 1 and Section 2. The Company shall be entitled to advise such person or subsequent employer of the provisions of Section 1 and Section 2 and to otherwise deal with such person to ensure that the provisions of Section 1 and Section 2 are enforced and duly discharged.

14