Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements.
On January 18, 2021, Tuesday Morning Corporation and CEO Steven R. Becker
entered into an agreement under which Mr. Becker's Employment Agreement, which
expires on June 30, 2021, will not be renewed by the Board of Directors and
after which a transition agreement will go into effect. In the event that the
Company has not yet hired a replacement Mr. Becker will serve in his current
capacity as Chief Executive Officer and Director until a successor has been
named to ensure a seamless transition. At the time that Mr. Becker no longer
serves as CEO, he also will resign as an officer and director of the Company and
any subsidiaries. In addition, the Company and Mr. Becker have agreed that Mr.
Becker will provide consulting services to the Company during a "consulting
period" commencing at the end of the transition period through September 30,
2021, in order to assure a smooth transition to the new CEO.
Until the expiration date and through the transition period Mr. Becker will
continue to receive his current base compensation of $750,000 per year and, with
respect to the transition period, a pro-rated bonus based upon a full-year bonus
of $750,000. In addition, Mr. Becker will be paid severance pay of $1,500,000
($2,250,000 in the event of a "change in control" prior to Mr. Becker's
separation date). The Company has agreed to pay Mr. Becker certain COBRA-related
costs and reimburse Mr. Becker certain legal fees. The Company and Mr. Becker
also have agreed to mutual releases.
The foregoing is a summary of the more significant provisions of a Transition
Agreement between the Company and Mr. Becker, a copy of which is included in
this report as Exhibit 10.1 and is incorporated herein by reference. This
summary is qualified in its entirety by the provisions of the Transition
Agreement.
On January 18, 2021, the Company and BEL Retail Advisors ("Consultant") entered
into an amendment (the "Amendment") to the Amended and Restated Consulting
Agreement by and between Consultant and the Company dated December 6, 2019 (the
"Agreement"). Paul Metcalfe is the owner and principal of BEL Retail Advisors
and is the acting Chief Merchant of the Company. The Amendment provides (i) the
Consultant a minimum additional guaranteed consulting fee of $125,000
(regardless of the achievement of performance metrics) for the fiscal year
ending June 30, 2021, and (ii) that if the Company terminates the Agreement
prior to June 30, 2021, the Consultant will receive the Guaranteed Fee (as
defined in the Agreement).
The foregoing is a summary of the more significant provisions of the Amendment,
a copy of which is included in this report as Exhibit 10.2 and is incorporated
herein by reference. This summary is qualified in its entirety by the provisions
of the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Transition Agreement with Steven R. Becker
10.2 Transition Agreement with BEL Retail Advisors
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TUESDAY MORNING CORPORATION
Date: January 19, 2021 By: /s/ Bridgett C. Zeterberg
Bridgett C. Zeterberg
Executive Vice President, Human
Resources, General Counsel and
Corporate Secretary© Edgar Online, source Glimpses
TUESDAY MORNING CORPORATION 
