Pier 1 2011 Annual Report Download - page 98

(2) Mr. Holland resigned as a director on April 19, 2010.
(3) Mrs. Katz did not stand for re-election to the board of directors at the 2010 annual meeting of shareholders.
Non-Employee Director Compensation for the Fiscal Year Ended February 26, 2011
Fees Paid to Directors
Directors who are Pier 1 Imports employees do not receive any compensation for their board activities.
Non-employee directors receive an annual cash retainer of $150,000. In addition, the audit committee chairman and
compensation committee chairman each receive an additional annual cash retainer of $25,000; the nominating and
corporate governance committee chairman receives an additional annual cash retainer of $10,000; and the non-
executive chairman of the board of directors receives an additional annual cash retainer of $75,000. The annual
retainers for fiscal 2011 were paid on March 1, 2010 to each then serving non-employee director. Any cash fees
which are paid for the time period following the date a non-employee director ceases to be a member of the board of
directors will be repaid in cash to Pier 1 Imports. For fiscal 2011, non-employee directors did not receive stock
option or restricted stock grants and have not received any such equity awards since June of 2006.
During fiscal 2011, all of Pier 1 Imports’ non-employee directors participated in Pier 1 Imports’ Director
Deferred Stock Unit Program. The program provided an optional deferral of up to 100% of the annual cash retainer
fees. Deferred director annual retainer fees (but not committee chair or chairman annual retainers) are matched 25%
by Pier 1 Imports and the total deferred fees and matching contributions are converted into an equivalent value of
deferred stock units (“DSU’s”) up to a maximum calendar year limit of 375,000 units per individual. Deferred fees
plus matching contributions are converted to DSU’s based on the closing price of Pier 1 Imports’ common stock on
the day the fees are paid. The DSU’s are credited to an account maintained by Pier 1 Imports for each non-employee
director. Each DSU is the economic equivalent of one share of Pier 1 Imports’ common stock. Each DSU is eligible
to receive dividends payable on Pier 1 Imports’ common stock in additional DSU’s equal to the dividend per share
of common stock divided by the closing price of Pier 1 Imports’ common stock on the dividend payable date. Pier 1
Imports did not pay any dividends in fiscal 2011 and has not paid any dividends since August of 2006. The DSU’s
will be exchanged one-for-one for shares of Pier 1 Imports’ common stock on the date when the person ceases to be
a member of the board of directors and the shares will be transferred to the person within five business days of such
date, except that (i) DSU’s then credited to such director are subject to adjustment, both as to deferred stock units
and any cash fees not repaid to Pier 1 Imports, for the period of service as a director, and (ii) DSU’s will be settled
in cash to the extent applicable plan limitations at such time preclude issuing Pier 1 Imports’ common stock.
During fiscal 2011, each non-employee director was also eligible to participate in the Pier 1 Imports, Inc.
Deferred Compensation Plan and the Pier 1 Imports, Inc. Stock Purchase Plan, although none of the non-employee
directors chose to participate in either plan in fiscal 2011.
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