Pier 1 2010 Annual Report Download - page 143

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Appendix A
THIRD AMENDMENT TO PIER 1 IMPORTS, INC. STOCK PURCHASE PLAN
WHEREAS, the Pier 1 Imports, Inc. Stock Purchase Plan (the “Plan”) was established in 1980 and was
most recently amended and restated on June 20, 2008;
WHEREAS, on January 22, 2009, the Board of Directors of the Company, upon recommendation of the
Administrative Committee, approved a resolution (i) to suspend Participant compensation deductions, Company
matching contributions and enrollment of new Participants under the Plan and (ii) to suspend purchases of shares of
Common Stock under the Plan, each to occur after the last event in which Participant compensation deductions plus
Company matching contributions could be used to purchase shares of Common Stock within the authorized
aggregate amount for issuance under the Plan of 2,541,025 shares of Common Stock;
WHEREAS, the Plan was amended by an Amendment to Pier 1 Imports, Inc. Stock Purchase Plan, which
established the effective date of such suspension as March 28, 2009 (the “2009 Suspension Date”); and
WHEREAS, the Plan was amended by a Second Amendment to Pier 1 Imports, Inc. Stock Purchase Plan
effective as of July 14, 2009;
NOW THEREFORE:
A. The suspension period which began on the 2009 Suspension Date will end as soon as
administratively practicable after this Third Amendment to the Plan is approved by the shareholders of Pier 1
Imports, Inc. at their annual meeting on June 29, 2010. Should this Third Amendment not be approved at that
meeting, then the suspension period will continue and this Third Amendment will have no force and effect. During
the suspension period, all other aspects of the Plan will continue in full force and effect.
B. The first sentence of Article VII of the Plan is replaced with the following:
“Unless previously terminated by the Board of Directors, the Plan will automatically terminate on
the earlier of (i) June 29, 2015, or (ii) when an aggregate of 3,500,000 shares of Common Stock,
plus 881,923 authorized shares of Common Stock which remained available for issuance under the
Plan on the 2009 Suspension Date, have been issued after June 29, 2010.”
C. All terms used in this Third Amendment, unless specifically defined herein, have the same
meanings attributed to them in the Plan. As amended hereby, the Plan is specifically ratified and reaffirmed.
Signed effective as of June 29, 2010.
Pier 1 Imports, Inc.,
a Delaware corporation
By:
Gregory S. Humenesky
Executive Vice President
A-1