Pier 1 2015 Annual Report Download - page 148

APPENDIX A
of compensation that may be paid under all Performance Awards denominated in cash (including the Fair Market Value of any
shares of Common Stock paid in satisfaction of such Performance Awards) granted to any one individual during any calendar
year may not exceed $4 million. The limitations set forth in the preceding sentence shall be applied in a manner that will permit
awards that are intended to provide “performance-based” compensation for purposes of section 162(m) of the Code to satisfy
the requirements of such section, including, without limitation, counting against such maximum number of shares, to the extent
required under section 162(m) of the Code and applicable interpretive authority thereunder, any shares subject to Options that
are canceled.
(b) Grant of Awards. The Committee may from time to time grant Awards to one or more employees or Directors determined by
it to be eligible for participation in the Plan in accordance with the terms of the Plan.
(c) Stock Offered. Subject to the limitations set forth in Paragraph V(a), the stock to be offered pursuant to the grant of an Award
may be authorized but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the
Company. Any of such shares which remain unissued and which are not subject to outstanding Awards at the termination of the
Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan.
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are employees or Directors. An Award may be granted on
more than one occasion to the same person, and, subject to the limitations and restrictions set forth in the Plan, such Award may
include an Incentive Stock Option, an Option that is not an Incentive Stock Option, a Restricted Stock Award, a Restricted Stock
Unit Award, a Performance Award, a Phantom Stock Award, a Director Deferred Stock Unit Award or any combination thereof.
VII. STOCK OPTIONS
(a) Option Period. The term of each Option shall be ten (10) years from the date of grant, unless a shorter term is specified by
the Committee at the time of grant. No option shall be exercisable after ten (10) years from the date of grant.
(b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as
determined by the Committee; provide, however, no Option will be exercisable prior to the expiration of a one year period from
the date of grant unless exercisable by retirement, death or disability as specified in an Option Agreement.
(c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be granted only to an individual who is
employed by the Company or any parent or subsidiary corporation (as defined in section 424 of the Code) at the time the Option
is granted. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is
granted) of stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any
calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds
$100,000, such Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Participant’s Incentive Stock Options will not constitute Incentive Stock Options because of such
limitation and shall notify the Participant of such determination as soon as practicable after such determination. No Incentive
Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary
corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is
at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock subject to the Option and (ii) such
Option by its terms is not exercisable after the expiration of five years from the date of grant. Except as otherwise provided in
sections 421 or 422 of the Code, an Incentive Stock Option shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable during the Participant’s lifetime only by such Participant or the Participant’s
guardian or legal representative.
(d) Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions
not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, without limitation,
provisions to qualify an Option as an Incentive Stock Option under section 422 of the Code. Each Option Agreement shall
specify the effect of termination of employment or service as a Director (by retirement, disability, death or otherwise), as
applicable, on the exercisability of the Option. An Option Agreement may provide for the payment of the option price, in whole or
in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such
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