Pier 1 2009 Annual Report Download - page 165

Designation filed by the Company on February 17, 1987 with respect to the Company’s $.25
Preferred Stock (the ‘‘Certificate of Designation’’):
The designation of the Company’s $.25 Preferred Stock is amended so that it shall
be ‘‘Formula Rate Preferred Stock,’’ and the text of the Certificate of Designation is
amended to read in its entirety as follows:
‘‘RESOLVED: That pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Company, the Board of Directors hereby authorizes
the issuance of up to 5,000,000 shares of the Preferred Stock of the Company, and
hereby fixes the designation, powers, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions thereof, of such
shares, in addition to those set forth in the Certificate of Incorporation, as follows:
(a) The initial series of Preferred Stock shall be designated Formula Rate
Preferred Stock.
(b) The number of shares constituting the Formula Rate Preferred Stock shall be
5,000,000 shares.
(c) The Formula Rate Preferred Stock shall have a Par value of $1.00 Per share.
(d) In the event of a voluntary or involuntary liquidation, dissolution, or winding
up of the Company, the holders of Formula Rate Preferred Stock shall be entitled to
receive, out of the assets of the Company, whether such assets are capital or surplus, an
amount equal to $.662⁄3 per share of Formula Rate Preferred Stock (the ‘‘Liquidation
Preference’’), before any payment shall be made or any assets distributed to the holders
of Common Stock; provided, however, that in the event the Company effects a stock
split, either by way of a lawful stock dividend to the holders of, or a reclassification of
the shares of, the Formula Rate Preferred Stock, then the amount of the Liquidation
Preference per share which the holders of the Formula Rate Preferred Stock shall be
entitled to receive shall be adjusted to be equal to the Liquidation Preference then in
effect for shares of Formula Rate Preferred Stock multiplied by a fraction the
numerator of which is the number of shares of Formula Rate Preferred Stock
outstanding immediately prior to the distribution of shares (in the case of a stock split
by way of a stock dividend) or the effectiveness of the stock split (in the case of a stock
split by way of a reclassification of shares) and the denominator of which is the number
of shares of Formula Rate Preferred Stock outstanding immediately after such stock
split. If upon such liquidation, dissolution, or winding up of the Company the assets thus
distributed among the holders of Formula Rate Preferred Stock shall be insufficient to
permit the payment to such stockholders of the full preferential amounts aforesaid, then
the entire assets of the Company are to be distributed ratably among the holders of
Formula Rate Preferred Stock. After payment or distribution to the holders of Formula
Rate Preferred Stock of the full preferential amounts aforesaid, the holders of Common
Stock shall be entitled to receive, ratably, all remaining assets of the Company. A
consolidation or merger of the Company with or into any other corporation or
corporations, or a sale of all or substantially all of the assets of the Company, shall not
be deemed to be a liquidation, dissolution, or winding up within the meaning of this
paragraph.
(e) The holders of the Formula Rate Preferred Stock shall be entitled to receive,
subject only to the availability of funds legally available therefor, a cumulative annual
cash dividend in the sum of Sixteen and Two-Thirds Cents ($.162⁄3) per share, and no
more, which shall be payable in one or more installments, when and as may be declared
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