Pier 1 2009 Annual Report Download - page 162

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Appendix A
PIER 1 IMPORTS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Pier 1 Imports, Inc., a corporation organized and existing under and by virtue of the provisions of the
General Corporation Law of the State of Delaware (the ‘‘Corporation’’), does hereby certify as follows:
FIRST: Article FOURTH of the Corporation’s Certificate of Incorporation shall be amended to add
the following paragraph at the end of Article FOURTH:
Upon the effectiveness of the Certificate of Amendment of the Certificate of Incorporation
adding this paragraph (the ‘‘Effective Time’’), each two to twenty shares of the Corporation’s
Common Stock, par value [$1.00 or $0.001] per share, issued and outstanding immediately prior
to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and
non-assessable share of Common Stock, par value [$1.00 or $0.001] per share, without any further
action by the Corporation or the holder thereof, the exact ratio within the two to twenty range to
be determined by the Board of Directors of the Corporation prior to the Effective Time and
publicly announced by the Corporation, subject to the treatment of fractional share interests as
described below (the ‘‘Reverse Stock Split’’). No certificates representing fractional shares of
Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who
otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to
receive cash (without interest or deduction) from the Corporation’s exchange agent in lieu of
such fractional share interests, upon receipt by the Corporation’s exchange agent of any required
transmittal letter properly completed and duly executed by the stockholder, and, where shares are
held in certificated form, the surrender of the stockholder’s Old Certificates (as defined below),
in an amount equal to the proceeds attributable to the sale of such fractional shares following the
aggregation and sale by the Corporation’s exchange agent of all fractional shares otherwise
issuable. Each certificate that immediately prior to the Effective Time represented shares of
Common Stock (‘‘Old Certificates’’) shall thereafter represent that number of shares of Common
Stock into which the shares of Common Stock represented by the Old Certificate shall have been
combined, subject to the elimination of fractional share interests as described above.
SECOND: On [ ], [2009 or 2010], the Board of Directors of the Corporation determined that each
[ ] shares of the Corporation’s Common Stock, par value [$1.00 or $0.001] per share, issued and
outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly
issued, fully paid and non-assessable share of Common Stock, par value [$1.00 or $0.001] per share. The
Corporation publicly announced this ratio on [ ], [2009 or 2010].
THIRD: This Certificate of Amendment shall become effective on [ ], [2009 or 2010] at [ ] [a.m./
p.m.].
FOURTH: This Certificate of Amendment was duly adopted in accordance with § 242 of the DGCL.
A-1