Pier 1 2015 Annual Report Download - page 154

APPENDIX A
Provisions of this Subparagraph (c) notwithstanding, the Committee may not and cannot take action pursuant to this
Subparagraph (c) with respect to Awards which constitute deferred compensation that is subject to section 409A of the Code
unless (i) the Corporate Change in issue is a “change in control event” as such term is described in Treasury Regulations
promulgated pursuant to section 409A of the Code and (ii) the action taken by the Committee constitutes an acceleration which
is a permissible acceleration under such Treasury Regulations. Further, nothing in this Subparagraph (c) shall be interpreted to
invalidate or otherwise adversely affect any provision in an individual Award agreement regarding the effect of a Corporate
Change upon the Award evidenced by such agreement and the Committee can exercise powers conferred upon the Committee
pursuant to this Subparagraph (c) with respect to such Award only in a way which is consistent with and complementary to any
specific Corporate Change provisions of such Award Agreement.
(d) Change of Control Value. For the purposes of clause (2) in Subparagraph (c) above, the “Change of Control Value” shall
equal the amount determined in clause (i), (ii) or (iii) below, whichever is applicable, as follows: (i) the per share price offered to
stockholders of the Company in any such merger, consolidation, sale of assets or dissolution transaction, (ii) the price per share
offered to stockholders of the Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if
such Corporate Change occurs other than pursuant to clause (i) or (ii) above, the Fair Market Value per share of the shares into
which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and termination of such Options. In the event that the consideration offered to
stockholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph (c) above consists of
anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which
is other than cash.
(e) Other Changes in the Common Stock. In the event of changes in the outstanding Common Stock by reason of
recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other
relevant changes in capitalization or distributions to the holders of Common Stock occurring by reason of the above events and
after the date of the grant of any Award and not otherwise provided for by this Paragraph XII, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its sole discretion as to the number and price of
shares of Common Stock or other consideration subject to such Award. In the event of any such change in the outstanding
Common Stock or distribution to the holders of Common Stock by reason of the above events, or upon the occurrence of any
other event described in this Paragraph XII, the aggregate number of shares available under the Plan, the aggregate number of
shares that may be issued under the Plan through Incentive Stock Options, and the maximum number of shares that may be
subject to Awards granted to any one individual may be appropriately adjusted to the extent, if any, determined by the
Committee, whose determination shall be conclusive.
(f) Stockholder Action. Any adjustment provided for in the above Subparagraphs shall be subject to any required stockholder
action.
(g) No Adjustments Unless Otherwise Provided. Except as hereinbefore expressly provided, the issuance by the Company
of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services,
upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to Awards
theretofore granted or the purchase price per share, if applicable.
XIII. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with respect to any shares of Common Stock for which Awards
have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time;
provided that no change in the Plan may be made that would impair the rights of a Participant with respect to an Award
theretofore granted without the consent of the Participant, and provided, further, that the Board may not, without approval of the
stockholders of the Company, (a) amend the Plan to increase the maximum aggregate number of shares that may be issued
under the Plan, increase the maximum number of shares that may be issued under the Plan through Incentive Stock Options or
change the class of individuals eligible to receive Awards under the Plan, or (b) amend or delete Paragraph VII(f).
XIV. CODE COMPLIANCE
(a) Code Section 162(m). For each Award that is granted to a “covered employee” (within the meaning of Treasury Regulation
section 1.162-27(c)(2) and is intended, as determined by the Committee in its sole discretion, to satisfy the exception for
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