Pier 1 2012 Annual Report Download - page 131

shares of Mr. Smith’s restricted stock awards granted pursuant to his employment agreement vest in the event
of a voluntary good reason termination or an involuntary without cause termination. The amounts shown in the
table assume that the acceleration of vesting discussed in footnote 4 or 5 below does not occur upon a
voluntary termination of employment.
(3) Under the 2006 plan the administrative committee may, in its discretion, notwithstanding the grant agreement,
upon a participant’s retirement fully vest any and all Pier 1 Imports’ common stock awarded pursuant to a
restricted stock award. Although the plan does not define retirement, for the purposes of this table, eligibility
for early retirement assumes attainment of age 55 plus 15 years of service with Pier 1 Imports, and eligibility
for normal retirement assumes age 65 regardless of years of service. These are the same parameters for early
retirement and normal retirement used in Pier 1 Imports’ stock option grants. As of February 25, 2012, Messrs.
Smith, Turner and Humenesky and Mses. David and Leite are respectively ages 59, 54, 60, 48 and 49.
Although Messrs. Smith and Humenesky have attained the age of 55, they do not have 15 years of service with
Pier 1 Imports to be eligible for early retirement under the above assumption.
(4) Under the 2006 plan the administrative committee may, in its discretion, notwithstanding the grant agreement,
upon termination without cause, fully vest any and all Pier 1 Imports’ common stock awarded pursuant to a
restricted stock award, unless the award was granted to a “covered employee” (as defined in the applicable
Treasury Regulations) and the award was designed to meet the exception for performance-based compensation
under Section 162(m) of the Internal Revenue Code. The chief financial officer, Mr. Turner, is not included as
a “covered employee” under the applicable Treasury Regulations. The amount shown assumes the
administrative committee fully vested any and all time-based restricted stock grants and Mr. Turner’s
performance-based restricted stock grants under the 2006 plan. Value shown is the NYSE closing price on
February 24, 2012, of $16.44 per share times the number of shares.
(5) Under the 2006 plan the administrative committee may, in its discretion, upon a corporate change (as defined
in the plan) fully vest any or all common stock awarded pursuant to a restricted stock award. Mr. Smith’s
restricted stock awards are governed by his employment agreement and no assumption is made regarding
administrative committee action fully vesting those awards. Assuming the administrative committee fully
vested the other named executive officers’ restricted stock grants under the 2006 plan, then that amount is
shown. Value shown is the NYSE closing price on February 24, 2012, of $16.44 per share times the number of
shares.
(6) Under the 2006 plan the administrative committee may, in its discretion, upon death or disability fully vest a
restricted stock award, unless the award was granted to a “covered employee” (as defined in the applicable
Treasury Regulations) and the award was designed to meet the exception for performance-based compensation
under Section 162(m) of the Internal Revenue Code. The chief financial officer, Mr. Turner, is not included as
a “covered employee” under the applicable Treasury Regulations. Mr. Smith’s restricted stock awards are
governed by his employment agreement and no assumption is made regarding administrative committee action
fully vesting those awards. Assuming the administrative committee fully vested the other named executive
officers’ time-based restricted stock grants and Mr. Turner’s performance-based restricted stock grants under
the 2006 plan, then that amount is shown. Value shown is the NYSE closing price on February 24, 2012, of
$16.44 per share times the number of shares.
(7) Grants of stock options under the 1999 plan and the 2006 plan allow upon a termination of employment with
the consent of Pier 1 Imports for the optionee to have until the earlier of (a) the expiration of the option term, or
(b) the 91st day after the date of termination to exercise any shares vested as of the date of termination.
Mr. Smith and Ms. David do not have any stock options granted under either plan. Vested stock options and
their exercise prices are shown above in the table included under the caption “Outstanding Equity Awards
Table for the Fiscal Year Ended February 25, 2012.”
(8) Under the 1999 plan and the award agreements pursuant to the 2006 plan, eligibility for early retirement
requires attainment of the age of 55 years, plus 15 years of service with Pier 1 Imports. Eligibility for normal
retirement is attained at age 65 regardless of years of service. Under the 1999 plan and the award agreements
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