Pier 1 2009 Annual Report Download - page 159

57, 54 and 46, respectively, were not eligible for early retirement under the above parameters. Although Mr. Humenesky
has attained the age of 55, he does not have 15 years of service with Pier 1 Imports to be eligible for early retirement.
(4) Under the 2006 Plan the Committee in its discretion may, notwithstanding the grant agreement, upon termination without
cause, fully vest any and all Pier 1 Imports’ common stock awarded pursuant to a restricted stock award. The amount
shown assumes the Committee fully vested any and all restricted stock grants under the 2006 Plan. It is not the normal
policy of the Committee to fully vest or accelerate restricted stock awards upon a participant’s termination without cause.
Value shown is market price on February 28, 2009 of $0.21 per share times the number of shares.
(5) Under the 2006 Plan the Committee may, in its discretion, upon a corporate change (as defined in the plan) fully vest any
or all common stock awarded pursuant to a restricted stock award. This amount assumes the Committee fully vested the
restricted stock grants under the 2006 Plan. It is not the normal policy of the Committee to fully vest or accelerate
restricted stock awards upon a corporate change. Value shown is market price on February 28, 2009 of $0.21 per share
times the number of shares.
(6) Under the 2006 Plan, the Committee, in its discretion, may upon death or disability fully vest a restricted stock award. The
amount shown assumes the Committee fully vested the restricted stock grants under the 2006 Plan. It is not the normal
policy of the Committee to fully vest or accelerate restricted stock awards upon a participant’s death or disability. Value
shown is market price on February 28, 2009 of $0.21 per share times the number of shares.
(7) Grants of stock options under the Pier 1 Imports, Inc. 1999 Stock Plan (‘‘1999 Plan’’) and the 2006 Plan each allows upon a
termination with the consent of Pier 1 Imports for the optionee to have until the earlier of (a) the expiration of the option
term, or (b) the 91st day after the date of termination to exercise any shares vested as of the date of termination. No
named executive officer has stock options with an intrinsic value.
(8) Under the 1999 Plan and the award agreements pursuant to the 2006 Plan, eligibility for early retirement requires
attainment of the age of 55 years, plus 15 years of service with Pier 1 Imports. Eligibility for normal retirement is attained
at age 65 regardless of years of service. Under the 1999 Plan and the award agreements pursuant to the 2006 Plan the
vesting of all options is accelerated upon retirement. Messrs. Turner, Humenesky and Jacobs and Ms. Leite, given their
ages of 52, 57, 54 and 46, respectively, were not eligible for early retirement under the above parameters. Although
Mr. Humenesky has attained the age of 55, he does not have 15 years of service with Pier 1 Imports to be eligible for early
retirement.
(9) Upon termination of employment with the consent of Pier 1 Imports, optionees have until the earlier of (a) the expiration
of the option term, or (b) the 91st day after the date of termination to exercise the shares vested as of termination. No
named executive officer has stock options with an intrinsic value.
(10) Upon termination for cause, all options terminate at the termination of employment.
(11) Upon a change in control event (as defined in the 1999 Plan), options granted under the 1999 Plan would automatically
vest unless Pier 1 Imports’ board of directors determines otherwise prior to the change in control event. Under the 2006
Plan, upon a corporate change (as defined in the plan) the vesting of options may be accelerated, the options may be
surrendered for a cash payment or adjusted at the discretion of the Committee or the Committee may determine to make
no changes to the options. Assuming that upon a change in control or corporate change an acceleration of the vesting of
the options granted under the 1999 Plan and 2006 Plan occurs, no named executive officer has stock options with an
intrinsic value. The exercise term would be determined by the Committee.
(12) Upon the death or disability of an optionee, the options granted under the 1999 Plan and the 2006 Plan become fully
exercisable to the extent of all unexercised shares, and may be exercised by the optionee, or in the case of death by the
optionee’s estate, until the earlier of (a) the expiration of the option term, or (b) the first anniversary date of such death or
disability. No named executive officer has stock options with an intrinsic value.
(13) If Mr. Smith’s employment ended as of the end of fiscal 2009 due to a voluntary good reason termination or an involuntary
without cause termination, then pursuant to his employment agreement Mr. Smith would be entitled to receive through the
term of the agreement his compensation and benefits and all shares of Option 2 would vest. At the end of fiscal 2009,
Option 2 had no intrinsic value. In the event of Mr. Smith’s disability which results in termination of employment, then
pursuant to his employment agreement Mr. Smith would be entitled to receive 13 weeks of compensation and benefits, and
any vesting of Option 2 which occurs in the 13-week period. After the 13-week period Mr. Smith would participate in any
Pier 1 Imports short-term or long-term disability plans to which he is eligible. Change in control does not constitute a
termination event under the agreement, and the death of Mr. Smith ends the employment agreement.
(14) As mentioned under the Outstanding Equity Awards Table above, these performance-based restricted stock awards did not
vest and were forfeited as of the filing of the 2009 Form 10-K given Pier 1 Imports’ three-year cumulative adjusted
consolidated EBITDA being below the threshold amount required for vesting.
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