Pier 1 2015 Annual Report Download - page 147

APPENDIX A
meaning of the term “outside directors” as used in section 162(m) of the Code and applicable interpretive authority thereunder
and within the meaning of the term “Non-Employee Director” as defined in Rule 16b-3 promulgated under the Exchange Act).
(b) Powers. Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine
which employees or Directors shall receive an Award, the time or times when such Award shall be made, the type of Award that
shall be made, the number of shares to be subject to each Option, Restricted Stock Award or Restricted Stock Unit Award, the
number of shares subject to or the value of each Performance Award, and the value of each Phantom Stock Award. In making
such determinations, the Committee shall take into account the nature of the services rendered by the respective employees or
Directors, their present and potential contribution to the Company’s success and such other factors as the Committee in its sole
discretion shall deem relevant.
(c) Additional Powers. The Committee shall have such additional powers as are delegated to it by the other provisions of the
Plan. Subject to the express provisions of the Plan, this shall include the power to construe the Plan and the respective
agreements executed hereunder, to prescribe rules and regulations relating to the Plan, and to determine the terms, restrictions
and provisions of the agreement relating to each Award, including such terms, restrictions and provisions as shall be requisite in
the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other
determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any agreement relating to an Award in the manner and to the extent it shall deem
expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Paragraph IV shall be
conclusive.
(d) Delegation of Powers. The Committee may from time to time and in its sole discretion delegate any and all of its powers to
the Chief Executive Officer of the Company or to an officer or a group of officers of the Company; provided, however, that the
Committee shall not delegate any powers or responsibilities if such delegation would result or potentially result in an Award which
is intended to qualify as performance-based compensation for purposes of section 162(m) of the Code failing to qualify as such
performance-based compensation. The powers of delegation pursuant to this paragraph include but are not limited to the
Committee’s powers to administer the Plan, to interpret provisions of the Plan and to grant Awards under the Plan, insofar as
such administration, interpretation and power to grant Awards relates to any person who is not subject to Section 16 of the
Exchange Act (including any successor section to the same or similar effect). The Committee may revoke any delegation of its
powers at any time and may put any conditions or restrictions on any powers which it has delegated as it determines in its sole
discretion. In the event of any conflict in a determination or interpretation under the Plan as between the Committee and a person
or group of persons to whom powers of determination or interpretation have been delegated by the Committee, the
determination or interpretation, as applicable, of the Committee shall be conclusive.
V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS;
GRANT OF AWARDS
(a) Shares Subject to the Plan and Award Limits. Subject to adjustment in the same manner as provided in Paragraph XII(b),
the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed (i) 2,500,000 shares plus
(ii) the number of shares of Common Stock which remained available for grant under the Prior Plan as of the Effective Date (which
amount is 2,924,592 shares as of April 27, 2015) increased by the number of shares of Common Stock subject to outstanding
awards, as of the Effective Date, under the Prior Plan (which amount is 3,551,658 shares as of April 27, 2015) that on or after
the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the
awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Common Stock). The aggregate
maximum number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options shall not
exceed 2,500,000 shares. Shares shall be deemed to have been issued under the Plan only to the extent actually granted
pursuant to an Award; provided, however, that the Committee shall not grant any Award which potentially will result in the
issuance of shares of Common Stock if such issuance would cause the Plan to exceed the limits described in the preceding two
sentences if all Options then outstanding were exercised in full by participants. To the extent that an Award lapses or the rights of
its holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under
the Plan. Notwithstanding the foregoing, the following shares of Common Stock shall not again be available for the grant of an
Award under the Plan: (y) shares surrendered in payment of the exercise price or purchase price of an Award and (z) shares
withheld for payment of applicable employment taxes and/or withholding obligation associated with an Award. Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Common Stock that may be subject to Awards
denominated in shares of Common Stock granted to any one individual during any calendar year may not exceed 750,000
shares of Common Stock (subject to adjustment in the same manner as provided in Paragraph XII(b)) and the maximum amount
PIER 1 IMPORTS, INC. 2015 Proxy Statement 65