Exhibit 10.2
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR DIRECTORS
Tuesday Morning Corporation
1997 Long-Term Equity Incentive Plan
This RESTRICTED STOCK AWARD AGREEMENT
(this “ Agreement ”) is made by Tuesday Morning
Corporation, a Delaware corporation (the “ Company
”), as of the
day of
(the “Grant Date” ), pursuant to the Tuesday
Morning Corporation 1997 Long-Term Equity Incentive Plan, as
amended (the “ Plan ”), the terms of which are
incorporated by reference herein in their entirety.
WHEREAS , the Company desires to grant to
(the “Director” ) the shares of equity
securities specified herein (the “ Shares ”),
subject to the terms and conditions of this Agreement;
NOW, THEREFORE
, in consideration of the
premises, mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company agrees as
follows:
1.
Grant of
Restricted Shares . Effective as of the Grant Date,
the Company shall cause to be issued in the Director’s name
the following Shares as Restricted Shares:
shares of the Company’s common stock, $.01 par value.
The Company shall cause certificates evidencing the Restricted
Shares, and any Retained Distributions issued with respect to the
Restricted Shares, to be issued in the Director’s name.
During the Restricted Period such certificates shall bear a
restrictive legend to the effect that ownership of such Restricted
Shares (and any such Retained Distributions), and the enjoyment of
all rights appurtenant thereto, are subject to the restrictions,
terms, and conditions provided in the Plan and this
Agreement. The Director shall have the right to vote the
Restricted Shares awarded to the Director and to receive and retain
all regular cash dividends, and to exercise all other rights,
powers and privileges of a holder of Shares, with respect to such
Restricted Shares, with the exception that (a) the Director
shall not be entitled to delivery of the stock certificate or
certificates representing such Restricted Shares until the
Forfeiture Restrictions applicable thereto shall have expired,
(b) the Company shall retain custody of all Retained
Distributions made or declared with respect to the Restricted
Shares (and such Retained Distributions shall be subject to the
same restrictions, terms and conditions as are applicable to the
Restricted Shares) until such time, if ever, as the Restricted
Shares with respect to which such Retained Distributions shall have
been made, paid, or declared shall have become vested, and such
Retained Distributions shall not bear interest or be segregated in
separate accounts and (c) the Director may not sell, assign,
transfer, pledge, exchange, encumber, or dispose of the Restricted
Shares or any Retained Distributions during the Restricted
Period. Upon issuance the certificates for the Restricted
Shares shall be delivered to the Secretary of the Company or to
such other depository as may be designated by the Committee as a
depository for safekeeping until the forfeiture of such Restricted
Shares occurs or the Forfeiture Restrictions lapse, together with
stock powers or other instruments of
assignment, each
endorsed in blank, which will permit transfer to the Company of all
or any portion of the Restricted Shares and any securities
constituting Retained Distributions which shall be forfeited in
accordance with the Plan and this Agreement. In accepting the
award of Shares set forth in this Agreement the Director accepts
and agrees to be bound by all the terms and conditions of the Plan
and this Agreement.
2.
Definitions
. For purposes of this Agreement,
the following terms shall have the meanings indicated
below:
(a)
“ Forfeiture
Restrictions ” shall mean any prohibitions and
restrictions set forth herein with respect to the sale or other
disposition of Shares issued to the Director hereunder and the
obligation to forfeit and surrender such shares to the
Company.
(b)
“ Vesting
Date ” shall mean
.
(c)
“ Restricted
Period ” shall mean the period designated by the
Committee during which Restricted Shares may not be sold, assigned,
transferred, pledged, or otherwise encumbered.
(d)
“ Restricted
Shares ” shall mean Shares that are subject to the
Forfeiture Restrictions under this Agreement.
(e)
“ Retained
Distributions ” shall mean any securities or other
property (other than regular cash dividends) distributed by the
Company in respect of Restricted Shares during any Restricted
Period.
Capitalized terms not
otherwise defined in this Agreement shall have the meanings given
to such terms in the Plan.
3.
Transfer
Restrictions . The Shares granted hereby may not
be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of (other than by will or the
applicable laws of descent and distribution) to the extent then
subject to the Forfeiture Restrictions. Any such attempted
sale, assignment, pledge, exchange, hypothecation, transfer,
encumbrance or disposition in violation of this Agreement shall be
void and the Company shall not be bound thereby. Further, the
Shares granted hereby that are no longer subject to Forfeiture
Restrictions 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 Director also agrees
(a) t
