Pier 1 2015 Annual Report Download - page 144

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APPENDIX A
APPENDIX A
PIER 1 IMPORTS, INC. 2015 STOCK INCENTIVE PLAN
(Omnibus Plan)
I. PURPOSE OF THE PLAN
The purpose of the PIER 1 IMPORTS, INC. 2015 STOCK INCENTIVE PLAN (the “Plan”) is to provide a means through which
PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), and its Affiliates may attract able persons to serve as
Directors or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals upon whom
the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present
and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership,
thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide
such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company
and its Affiliates. Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constitute Incentive
Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards, and Phantom Stock Awards, or
any combination of the foregoing, as is best suited to the circumstances of the particular employee or Director as provided
herein. The Plan also provides for granting Director Deferred Stock Units to Directors who are not employees of the Company.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan:
(a) “Affiliate” means any corporation, partnership, limited liability company or partnership, association, trust or other organization
which, directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the
preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”),
as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more
than fifty percent (50%) of the securities having ordinary voting power for the election of directors of the controlled entity or
organization, or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether
through the ownership of voting securities or by contract or otherwise.
(b) “Award” means, individually or collectively, any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award, Performance Award, Phantom Stock Award or Director Deferred Stock Unit Award.
(c) “Board” means the Board of Directors of the Company.
(d) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any regulations under such section.
(e) “Committee” means the Compensation Committee of the Board unless another committee is designated by the Board as
provided in Paragraph IV(a).
(f) “Common Stock” means the common stock, par value $0.001 per share, of the Company or any security into which such
common stock may be changed by reason of any transaction or event of the type described in Paragraph XII.
(g) “Company” means Pier 1 Imports, Inc., a Delaware corporation.
(h) “Corporate Change” shall mean any of the following events: (i) the consummation of a merger or consolidation to which the
Company is a party if the stockholders of the Company who were stockholders of the Company immediately prior to the effective
date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than
fifty percent (50%) of the total combined voting power for election of directors of the surviving corporation or other entity following
the effective date of such merger or consolidation; (ii) the date of the acquisition or holding of direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of securities of the Company representing in the aggregate thirty
percent (30%) or more of the total combined voting power of the Company’s then issued and outstanding voting securities by
any person, entity or group of associated persons or entities acting in concert, other than any employee benefit plan of the
Company or of any subsidiary of the Company or any entity holding such securities for or pursuant to the terms of any such plan;
62 PIER 1 IMPORTS, INC. 2015 Proxy Statement