Pier 1 2015 Annual Report Download - page 150

APPENDIX A
shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained
in the Pier 1 Imports, Inc. 2015 Stock Incentive Plan and the Restricted Stock Award Agreement entered into between the
registered owner and Pier 1 Imports, Inc. A copy of such plan and agreement is on file in the office of Pier 1 Imports, Inc., 100
Pier 1 Place, Fort Worth, Texas 76102.” Any Common Stock certificates or book-entry uncertificated shares evidencing such
shares shall be held in custody by the Company’s transfer agent. Unless provided otherwise in a Restricted Stock Award
Agreement, the Participant shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights,
except that (i) the Participant shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have expired,
(ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have expired, (iii) the Participant may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a
breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Award Agreement shall cause
a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the
termination of employment or service as a Director (by retirement, disability, death or otherwise) or Participant prior to expiration of
the Forfeitures Restrictions. Such additional terms, conditions or restrictions shall be set forth in a Restricted Stock Award
Agreement made in conjunction with the Award. Notwithstanding the foregoing, a Participant shall not have the right to receive
dividends with respect to Common Stock subject to a Restricted Stock Award.
(c) Payment for Restricted Stock. The Committee shall determine the amount and form of any payment for Common Stock
received pursuant to a Restricted Stock Award, provided that in the absence of such a determination, a Participant shall not be
required to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise
required by law.
(d) Restricted Stock Unit Award Terms and Conditions. A Restricted Stock Unit Award is a right to receive cash or shares of
Common Stock based upon a bookkeeping entry referencing a value expressed by reference to shares of Common Stock and
subject to forfeiture pursuant to Forfeiture Restrictions. A Participant shall have no right to receive dividends or any other right and
privilege of a shareholder with respect to Common Stock which is the measure of a Restricted Stock Unit Award. At the time of
grant of a Restricted Stock Unit Award, the Committee may, in its sole discretion prescribe additional terms, conditions or
restrictions relating to the Awards, including, but not limited to, rules pertaining to the termination of employment or service as a
Director (by retirement, disability, death or otherwise) or Participant prior to expiration of the Forfeiture Restrictions. Such additional
terms, conditions or restrictions shall be set forth in a Restricted Stock Unit Award Agreement made in conjunction with the
Award.
(e) Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards and Restricted Stock Unit Awards.
Except as it would cause Plan or Award failure under section 409A of the Code, the Committee may, in its sole discretion and as
of a date determined by the Committee, upon the occurrence of a Participant’s death, disability, retirement, or termination without
cause, fully vest any or all Common Stock awarded to a Participant pursuant to a Restricted Stock Award or any or all Restricted
Stock Unit Awards of a Participant which are then still subject to Forfeiture Restrictions, and, upon such vesting, all Forfeiture
Restrictions applicable to such Restricted Stock Awards or Restricted Stock Unit Awards shall terminate as of such date. Any
action by the Committee pursuant to this subparagraph may vary among individual Participants and may vary among the
Restricted Stock Awards or Restricted Stock Unit Awards held by any individual Participant.
(f) Restricted Stock Award Agreements and Restricted Stock Unit Award Agreements. At the time any Award is made
under this Paragraph VIII, the Company and the Participant shall enter into a Restricted Stock Award Agreement or Restricted
Stock Unit Award Agreement, as applicable; setting forth each of the matters contemplated hereby and such other matters as
the Committee may determine to be appropriate. The terms and provisions of Restricted Stock Award Agreements or Restricted
Stock Unit Award Agreements, as applicable, need not be identical. Subject to the consent of the Participant and the restriction
set forth in the last sentence of subparagraph (e) above, the Committee may, in its sole discretion, amend an outstanding
Restricted Stock Award Agreement or Restricted Stock Unit Award Agreement from time to time in any manner that is not
inconsistent with the provisions of the Plan.
IX. PERFORMANCE AWARDS
(a) Performance Period. The Committee shall establish, with respect to and at the time of each Performance Award, whether
the Award is to be an Award of shares of Common Stock or a cash Award, or both, the number of shares of Common Stock
subject to or the maximum cash value of the Performance Award, as applicable, and the performance period over which the
performance applicable to the Performance Award shall be measured.
68 PIER 1 IMPORTS, INC. 2015 Proxy Statement