Pier 1 2013 Annual Report Download - page 136

Potential Payments upon Termination or Change in Control
The following table shows potential payments to the NEOs under existing contracts, agreements, plans or arrangements
to which they are a party for various scenarios including a change in control or termination of employment, assuming the
event occurred on March 2, 2013 and, where applicable, using the closing price of Pier 1 Imports’ common stock of $22.55
(the NYSE closing price on March 1, 2013). The table below does not include normal (versus early) retirement payout
information because as of March 2, 2013 none of the NEOs who participate in Pier 1 Imports’ Supplemental Retirement Plan
was eligible for normal retirement. For additional information regarding the Supplemental Retirement Plan, see the
information above under the caption “Pension Benefits Table for the Fiscal Year Ended March 2, 2013.” Potential payments
to the NEOs upon termination of employment under Pier 1 Imports’ non-qualified deferred compensation arrangements are
discussed above under the caption “Non-Qualified Deferred Compensation Table for the Fiscal Year Ended March 2, 2013.”
All stock options granted to the NEOs are fully vested. 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 March 2, 2013.”
These disclosures are based on the terms and provisions of the agreements, plans and arrangements as they existed at the
end of Pier 1 Imports’ fiscal 2013, and Pier 1 Imports’ interpretation of those terms and provisions at that time. One or more
of the plans identified may allow the administrative committee of such plan to amend the plan or award grant agreements
pursuant to the plan, subject in particular situations to certain restrictions. In such an event, the disclosures shown below
would vary depending on the amendment or restriction.
As discussed in the Compensation Discussion and Analysis above, Mr. Smith’s first renewal and extension of his
employment agreement expired March 2, 2013. That agreement and Mr. Smith’s current employment agreement both contain
non-solicitation and non-competition terms binding Mr. Smith for one year following termination of employment.
Additionally, stock option grants under the Pier 1 Imports, Inc. 1999 Stock Plan and the Pier 1 Imports, Inc. 2006 Stock
Incentive Plan are subject to certain non-competition, non-solicitation and confidentiality agreements which, if violated by an
optionee during employment, or within three years after termination of employment in the event of early retirement, will
result in termination of the option grant.
Name
Voluntary
Termination
($)
Early
Retirement
($)
Voluntary
Good Reason
Termination
($)
Involuntary
Without
Cause
Termination
($)
For Cause
Termination
($)
Change
in
Control
($)
Death
($)
Disability
($)
Alexander W. Smith
Employment Agreement
Compensation/Benefits $ 0 N/A $ 0 $ 0 $ 0 $ 0 $ 0 $ 918,750(7)
Supplemental
Retirement Plan(1)
Benefit Payment $13,363,212 $13,363,212 $13,363,212 $13,363,312 $ 0 $17,259,055 $6,396,860 $22,416,971
Insurance Premiums $ 387,630 $ 387,630 $ 387,630 $ 387,630 $ 0 $ 387,630 $ 0 $ 596,114
Restricted Stock Awards
Time-based $ 0(2) N/A(3) $ 4,228,125(7) $ 4,228,125(7) $ 0(2) $ 0(5) $ 0(6) $ 0(6)
Performance-based
Profit Goal Shares $ 0(2) N/A(3) $ 8,456,250(7) $ 8,456,250(7) $ 0(2) $ 0(5) $ 0(6) $ 0(6)
TSR Shares N/A N/A N/A N/A N/A N/A N/A N/A
Charles H. Turner
Supplemental
Retirement Plan(1)
Benefit Payment $ 5,253,230 $ 5,253,230 $ 5,253,230 $ 5,253,230 $ 0 $ 7,332,367 $2,505,881 $ 7,332,367
Insurance Premiums $ 700,676 $ 700,676 $ 700,676 $ 700,676 $ 0 $ 700,676 $ 0 $ 700,676
Restricted Stock Awards
Time-based $ 0(2) $ 826,232(3) $ 0(2) $ 826,232(4) $ 0(2) $ 826,232(5) $ 826,232(6) $ 826,232(6)
Performance-based
Profit Goal Shares $ 0(2) $ 657,287(3) $ 0(2) $ 657,287(4) $ 0(2) $ 657,287(5) $ 657,287(6) $ 657,287(6)
TSR Shares $ 0(2) $ 386,552(3) $ 0(2) $ 386,552(4) $ 0(2) $ 386,552(5) $ 386,552(6) $ 386,552(6)
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