X0304 4 2012-02-16 0 0000878726 TUESDAY MORNING CORP/DE TUES 0001232174 MARCHETTI MICHAEL J 6250 LBJ FREEWAY DALLAS TX 75240 0 1 0 0 Chief Operating Officer Employee Stock Option (right to buy) 3.56 2012-02-16 4 A 0 75000 0.00 A 2022-02-16 Common Stock 75000 75000 D Performance Shares 2012-02-16 4 A 0 60000 0.00 A 2022-02-16 Common Stock 60000 60000 D Performance Units 2012-02-16 4 A 0 60000 0.00 A 2022-02-16 Common Stock 60000 60000 D The stock option was granted pursuant to the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the "2008 Plan") and vests ratably on a daily basis over a three year period beginning on the date of grant. The performance shares and performance units were granted pursuant to the 2008 Plan. Each performance share represents a contingent right to receive one share of the Tuesday Morning Corporation's common stock (the "Common Stock") and each performance unit represents a contingent right to receive $8.00 in cash. The performance shares and performance units vest in one-third tranches if the closing price of the Common Stock is equal to or greater than $8.00 per share for 40 or more consecutive trading days during an applicable performance period. Any unvested performance shares and performance units at the end of a performance period are rolled over and become eligible to vest in subsequent performance periods. Any performance shares and performance units that are unvested as of the close of business on October 31, 2015 will lapse and be forfeited as of such time. By: Brian Monahan For: Michael J Marchetti 2012-02-17