Pier 1 2008 Annual Report Download - page 137

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by the Board of Directors. The Administrative Committee shall be comprised of not less than two “Non-
Employee Directors” of Pier 1 Imports, Inc. as that term is defined in Rule 16b-3(b) promulgated under
the Securities Exchange Act of 1934, as amended. The Administrative Committee will be the Compensa-
tion Committee of the Board provided that the above requirements are met, in which event no additional
appointment shall be necessary by the Board of Directors.
c. “Administrator of the Plan” shall mean Pier 1 Imports, Inc.
d. “Board of Directors” shall mean the Board of Directors of Pier 1 Imports, Inc.
e. “Broker” shall mean the broker appointed by the Administrative Committee pursuant to Article III.
f. “Code” shall mean the Internal Revenue Code of 1986, as amended.
g. “Common Stock” shall mean shares of common stock, par value $1 per share, of Pier 1 Imports,
Inc.
h. “Company” shall mean Pier 1 Imports, Inc., a Delaware corporation, its successors and assigns
and any of its subsidiaries both corporate and non-corporate (including, but not limited to, any statutory
trust) any of which has employees and which shall adopt the Plan by action of its board of directors, or
other governing person or entity, if applicable.
i. “Compensation” shall mean the total of all amounts paid by an employer to or for the benefit of
an employee Participant for services rendered or labor performed for the employer which are required to
be reported on the Participant’s federal income tax withholding statement or statements (Form W-2, Box 1
or its subsequent equivalent), subject to the following exclusions: taxable income resulting from the
exercise of stock options, non-cash compensation (i.e., non-cash awards), moving expense reimburse-
ments, cash and non-cash fringe benefits, expense allowances, expense reimbursements, payments of
deferred compensation, welfare benefits, severance pay, supplemental disability pay, relocation pay and
compensation earned before an employee was first eligible to participate in the Plan.
j. “Director” shall mean an individual who is a member of the Board of Directors.
k. “Effective Date” shall mean June 20, 2008, provided that the Plan as amended and restated herein
is approved by the shareholders of Pier 1 Imports, Inc. at their annual meeting on that day, as may be
continued.
l. “Eligible Participant” shall mean any employee, including any employee who is a Director, or a
non-employee Director who meets the requirements stated in Article I.
m. “Participant” shall mean any employee or non-employee Director who elects in accordance with
the provisions of the Plan to participate in the Plan through compensation deductions pursuant to
Article II.
n. “Plan” shall mean the Pier 1 Imports, Inc. Stock Purchase Plan, as amended and restated herein.
Signed effective as amended and restated June 20, 2008 (the “Effective Date”)
Pier 1 Imports, Inc.,
a Delaware corporation
By:
Gregory S. Humenesky
Executive Vice President
A-6