Pier 1 2009 Annual Report Download - page 167

shares of, Formula Rate Preferred Stock out of presently authorized shares of Preferred
Stock.
3. Whenever the cumulative annual dividend on the Formula Rate Preferred
Stock shall be in arrears for as much as one calendar year, the number of directors of
the Company shall be increased by two, and the holders of the Formula Rate Preferred
Stock shall have, in addition to any other voting rights, the exclusive and special right,
voting separately as a class, to elect by the affirmative vote of the holders of at least a
majority of the Formula Rate Preferred Stock, two persons to fill such newly created
directorships. Whenever such right of the holders of the Formula Rate Preferred Stock
shall have vested, it may be exercised initially either at a special meeting of such holders
called as provided below, or at any annual meeting of stockholders, and thereafter at
annual meetings of stockholders. This special voting right shall continue until such time
as all dividends accumulated on the Formula Rate Preferred Stock shall have been paid
in full, at which time the special right shall terminate, subject to revesting in the event of
each and every subsequent default in an annual dividend which continues for as much as
one calendar year. For purposes only of this subparagraph (3) of this paragraph (f), each
holder of Formula Rate Preferred Stock shall be entitled to cast one vote for each share
of Formula Rate Preferred Stock held by such holder. At any time when such special
voting power shall have vested in the holders of the shares of Formula Rate Preferred
Stock as provided in this subparagraph (3), a proper officer of the Company shall, upon
the written request of the holders of record of at least 10% of the number of shares of
Formula Rate Preferred Stock at the time outstanding, addressed to the Secretary of the
Company, call a special meeting of the holders of shares of Formula Rate Preferred
Stock and of any other class of stock having voting power, for the purpose of electing
directors. Such meeting shall be held at the earliest practicable date at the principal
office of the Company. If such meeting shall not be called by a proper officer of the
Company within 20 days after personal service of said written request upon the
Secretary of the Company, or within 20 days after mailing the same within the United
States of America by registered mail addressed to the Secretary of the Company at its
principal office, then the holders of record of at least 10% of the number of shares of
Formula Rate Preferred Stock at the time outstanding may designate in writing one of
their numbers to call such meeting at the expense of the Company, and such meeting
may be called by such person so designated upon the notice required for annual
meetings of stockholders and shall be held at said principal office. Any holder of shares
of Formula Rate Preferred Stock so designated shall have access to the stock books of
the Company for the purpose of causing meetings of stockholders to be called pursuant
to these provisions. Notwithstanding the provisions of this subparagraph (3), no such
special meeting shall be called during the 90 days immediately preceding the date fixed
for the next annual meeting of stockholders. At any meeting held for the purpose of
electing directors at which the holders of shares of Formula Rate Preferred Stock shall
have the special right, voting separately as a class, to elect directors as provided in this
subparagraph (3), the presence, in person or by proxy, of the holders of a majority of the
number of shares of Formula Rate Preferred Stock at the time outstanding shall be
required to constitute a quorum of such class for the election of any director by the
holders of the Formula Rate Preferred Stock as a class, each share of Formula Rate
Preferred Stock counting, for purposes only of determining the presence of such a
quorum, as one share of Formula Rate Preferred Stock. At any such meeting or
adjournment thereof, (i) the absence of a quorum of Formula Rate Preferred Stock
shall not prevent the election of the directors other than the two directors to be elected
by the holders of shares of Formula Rate Preferred Stock voting as a class and the
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