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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/19/21 Tuesday Morning Corp./DE 8-K:5,9 1/18/21 12:355K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-10.1 Material Contract HTML 95K 3: EX-10.2 Material Contract HTML 12K 8: R1 Cover HTML 44K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm213516d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- tues-20210118_lab XML 97K 6: EX-101.PRE XBRL Presentations -- tues-20210118_pre XML 64K 4: EX-101.SCH XBRL Schema -- tues-20210118 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-21-005020-xbrl Zip 36K
Exhibit 10.2
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED CONSULTING AGREEMENT
This Second Amendment to the Amended and Restated Consulting Agreement (this “Second Amendment”) by and between Tuesday Morning, Inc., a Texas corporation (the “Company”), and BEL Retail Advisors (“Consultant”) is entered into on January 18, 2021. This Amendment amends, restates and supersedes only Section II.B.ii. of the Amended and Restated Consulting Agreement by and between Consultant and the Company entered into and effective as of December 6, 2019 (the “Consulting Agreement”). All other provisions of the Consulting Agreement will remain in full force and effect. Capitalized terms used in this Amendment but not otherwise defined shall have the meaning ascribed to such terms in the Consulting Agreement.
RECITALS
The Company wishes to continue to utilize certain services which can be performed by Consultant, and Consultant can provide and desires to continue to render such services to the Company, and the parties agree that it would be to their mutual advantage to execute this Amendment and thereby modify the terms and conditions of the Consulting Agreement that control the rendering of future services provided to the Company by Consultant.
In consideration of the promises and mutual covenants in this Second Amendment, the Company and Consultant agree to amend and restate Section II.B.ii. and Section II.B.iii. of the Consulting Agreement by deleting said section in its entirety and replacing it with the following new Section II.B.ii. and Section II.B.iii:
ii. For the Company’s fiscal year ending June 30, 2021, in addition to the Base Consulting Fee and subject to the terms of Section II.B., Consultant shall be eligible to receive an additional incentive consulting fee of One Hundred Twenty-Five Thousand Dollars ($125,000) regardless of achievement of performance metrics (the “2021 Guaranteed Fee”), an aggregate additional incentive consulting fee of Two Hundred Twenty-Five Thousand Dollars ($225,000) at target performance level (which payment shall be inclusion of, and not in addition to the 2021 Guaranteed Fee), and a maximum aggregate additional incentive consulting fee of Four Hundred Fifty Thousand Dollars ($450,000) at maximum performance level (which payment shall be inclusion of, and not in addition to the 2021 Guaranteed Fee) (the amounts payable under this Section II.B.ii., together with the amounts payable under Section II.B.i are referred to herein as the “Additional Fee”).
iii. Payment of each Additional Fee shall be subject to the achievement of certain performance metrics, which metrics shall be established by mutual agreement between the CEO of the Company and Consultant (with each party exercising its sole discretion to agree to such metrics). Any Additional Fees payable pursuant to this Section II.B. shall be paid to Consultant within thirty (30) days following the end of the Company’s fiscal year, subject to the terms of this Section II.B. Consultant must be providing the Consulting Services at the time an Additional Fee is paid to be eligible to receive such Additional Fee, provided, however, if the Company terminates this Agreement pursuant to Section V prior to payment of the 2021 Guaranteed Fee, the Company shall pay Consultant the 2021 Guaranteed Fee at the same time it would have paid such amount had Consultant been providing services at the time of payment.
By their signatures below, the parties certify that they have read the above Amendment and agree to its terms:
| TUESDAY MORNING, INC. | BEL RETAIL ADVISORS | |||
| By: | /s/ Steven Becker | By: | /s/ Paul Metcalf | |
| Printed Name: Steven R. Becker | Printed Name: Paul Metcalf | |||
| Title: CEO | Date: January 18, 2021 | |||
| Date: January 18, 2021 | ||||
C:
Consulting Agreement |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/21 | 10-K | |||
| Filed on: | 1/19/21 | |||
| For Period end: | 1/18/21 | |||
| 12/6/19 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/21 Tuesday Morning Corp./DE 10-K 6/30/21 79:13M ActiveDisclosure/FA 6/15/21 Tuesday Morning Corp./DE 424B3 1:164K Toppan Merrill/FA 6/07/21 Tuesday Morning Corp./DE S-1/A 1:329K Toppan Merrill/FA 5/20/21 Tuesday Morning Corp./DE S-1 3:362K Toppan Merrill/FA 5/19/21 Tuesday Morning Corp./DE S-8 5/19/21 3:101K Toppan Merrill/FA 5/19/21 Tuesday Morning Corp./DE S-8 5/19/21 5:197K Toppan Merrill/FA |