Pier 1 2013 Annual Report Download - page 138

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(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
NEOs’ restricted stock grants under the 2006 plan, then that amount is shown. Value shown is the NYSE closing
price on March 1, 2013, of $22.55 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 NEOs’ 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 March 1, 2013, of $22.55 per share times the
number of shares.
(7) If Mr. Smith’s employment ended as of the end of fiscal 2013, which is the last day of the term of his first
renewed and extended employment agreement, due to a voluntary good reason termination or an involuntary
without cause termination, then pursuant to his employment agreement Mr. Smith would be entitled to receive
the higher of (a) the last annual short-term incentive paid to Mr. Smith prior to the termination date, or (b) the
average of the last three annual short-term incentives paid to Mr. Smith prior to the termination date, and all
restricted stock which has been awarded to Mr. Smith would vest. The table above does not include these
payments because the first renewal and extension of Mr. Smith’s employment agreement expired on the last day
of fiscal 2013. In the event of Mr. Smith’s disability which results in termination of employment, then pursuant
to his employment agreement, Mr. Smith would be entitled to receive 13 weeks of compensation and benefits.
After the 13-week period, Mr. Smith would participate in any Pier 1 Imports short-term or long-term disability
plans for which he is eligible. A change in control of Pier 1 Imports is specifically excluded as grounds by either
Pier 1 Imports or Mr. Smith to terminate the employment agreement and a change in control of Pier 1 Imports
does not constitute “good reason” under that agreement. A complete description of Mr. Smith’s employment
agreement is described in the Compensation Discussion and Analysis above under the caption “Executive
Compensation Components – Chief Executive Officer Employment Agreement.”
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