MARCHETTI MICHAEL J 4

4 · TUESDAY MORNING CORP/DE · Filed Feb 17, 2012

Form 4

Period: 2012-02-16

Chief Operating Officer

Transactions

Award
Performance Shares
2012-02-16+60,000→ 60,000 total
Exp: 2022-02-16→ Common Stock (60,000 underlying)
Award
Employee Stock Option (right to buy)
2012-02-16+75,000→ 75,000 total
Exercise: $3.56Exp: 2022-02-16→ Common Stock (75,000 underlying)
Award
Performance Units
2012-02-16+60,000→ 60,000 total
Exp: 2022-02-16→ Common Stock (60,000 underlying)

Footnotes (2)

[F1]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.
[F2]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.

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