Pier 1 2015 Annual Report Download - page 152

APPENDIX A
thereof as determined by the Committee. Payment shall be made in full as soon as practicable following vesting or exercise of
the Award, but in no event later than the fifteenth day of the third calendar month after the later of the calendar year immediately
following the calendar year in which such vesting occurred or the taxable year of the Company immediately following the taxable
year of the Company or within which such vesting occurred. Any payment to be made in cash shall be based on the Fair Market
Value of the Common Stock on the payment date or such other date as may be specified by the Committee in the Phantom
Stock Award Agreement.
(e) Termination of Award. A Phantom Stock Award shall terminate if the Participant does not remain continuously in the employ
of the Company and its Affiliates or does not continue to serve as a Director of the Company at all times during the applicable
vesting period, except as may be otherwise determined by the Committee.
(f) Phantom Stock Award Agreements. At the time any Award is made under this Paragraph X, the Company and the
Participant shall enter into a Phantom Stock Award Agreement setting forth each of the matters contemplated hereby, and such
additional matters as the Committee may determine to be appropriate. The terms and provisions of Phantom Stock Award
Agreements need not be identical.
XI. DIRECTOR DEFERRED STOCK UNIT AWARDS
(a) Director Deferred Stock. A Director Deferred Stock Unit Award provides deferral of part or all of a Director’s Director
Compensation Payment into deferred stock units. Director Deferred Stock Unit Awards shall only be available to Directors who
are not employees. A Director Deferred Stock Unit Award is a right to receive shares of Common Stock based upon a
bookkeeping entry referencing a value expressed by reference to shares of Common Stock. Each Director who is not an
employee may elect, in lieu of being paid any portion of a Director Compensation Payment in cash, to be awarded deferred stock
units in an amount equal to the dollar amount of such Director Compensation Payment divided by the Fair Market Value of a
share of Common Stock determined as of the date that such deferred Director Compensation Payment amount would otherwise
have been paid to the Director in cash. Any such election shall be made in whole percentages, on a form prescribed by the
Company, at the same percentage for all components of the Director Compensation Payment (i.e., such percentage would apply
equally to the Director Annual Retainer Payment and any other fees included in the Director Compensation Payment). Any such
election must be made on or before the December 31 of the calendar year prior to the calendar year or fiscal year in which the
services for the Director Compensation Payment which such Director is deferring into deferred stock units will be rendered, and
any such election shall be irrevocable as of such December 31. Notwithstanding the foregoing, the election described in the
preceding sentence by an individual who has first become elected as a Director may be made before or within the 30-day period
immediately following his or her election as a Director provided that the deferral effected by such election will only apply with
respect to compensation earned for services rendered as a Director after the date such election was made. Any deferral portion
of such Director Compensation Payment credited to such Director in the form of deferred stock units, in lieu of being paid to
such Director in cash, shall be awarded additional deferred stock units in an amount equal to .25 times the dollar amount of the
deferred portion of the Director Annual Retainer Payment divided by the Fair Market Value of a share of Common Stock
determined as of the date that such deferred Director Compensation Payment amount would otherwise have been paid to the
Director in cash.
(b) Dividends. Each time that a dividend is paid on Common Stock (other than a dividend of capital stock of the Company), a
Director who is then credited with deferred stock units shall be credited with additional deferred stock units equal to the product
of the dividend payment amount (or, if other than in cash, the Fair Market Value thereof) per share multiplied by the number of
deferred stock units credited to such Director as of the record date for the dividend, divided by the Fair Market Value of the
Common Stock on the dividend payment date.
(c) Director Deferred Stock Unit Award Payouts. At the time that a Director ceases to be a Director of the Company, the
deferred stock units then credited to such Director (as adjusted [both as to deferred stock units and cash fees] for the period of
service as a Director) shall be exchanged for shares of Common Stock which will be distributed to such Director. The transfer of
shares of Common Stock to a Director in exchange for such Director’s deferred stock units shall be effected within five
(5) business days after the date such Director ceases to be a Director of the Company. Deferred stock units shall be paid in cash
within such five (5) business day period to the extent applicable Plan limitations at such time preclude Plan distributions of
Common Stock.
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