Pier 1 2016 Annual Report Download - page 127

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COMPENSATION
(3) Under the 2006 Plan and the 2015 Plan the administrative committee may, in its discretion, notwithstanding the grant agreement, upon a participant’s retirement fully vest any and all Pier 1 Imports
common stock awarded pursuant to a restricted stock award. Although the plans do not define retirement, for the purposes of this table, eligibility for early retirement assumes attainment of age 55 plus
15 years of service with Pier 1 Imports, and eligibility for normal retirement assumes age 65 regardless of years of service. These are the same parameters for early retirement and normal retirement used
in Pier 1 Imports’ stock option awards. As of February 27, 2016, Messrs. Smith, Boyer, Benkel, and Hunter and Mmes. Coffey and David are respectively ages 63, 57, 47, 42, 49, and 52. Although
Mr. Smith and Mr. Boyer have each attained the age of 55, neither has 15 years of service with Pier 1 Imports to be eligible for early retirement under the above assumption.
(4) Under the 2006 Plan and the 2015 Plan the administrative committee may, in its discretion, notwithstanding the grant agreement, upon termination without cause, fully vest any and all Pier 1 Imports
common stock awarded pursuant to a restricted stock award, unless the award was granted to a “covered employee” (as defined in the applicable Treasury Regulations) and the award was designed to
meet the exception for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986. The chief financial officer, Mr. Boyer, is not included as a “covered employee” under
the applicable Treasury Regulations. Mr. Smith’s restricted stock awards are governed by his employment agreement and no assumption is made regarding administrative committee action fully vesting
those awards. The amount shown assumes the administrative committee fully vested any and all time-based restricted stock grants and Mr. Boyer’s performance-based restricted stock grants under the
2015 Plan.
(5) Under the 2006 Plan and the 2015 Plan the administrative committee may, in its discretion, upon a corporate change (as defined in the plan) fully vest any or all common stock awarded pursuant to a
restricted stock award. Mr. Smith’s restricted stock awards are governed by his employment agreement and no assumption is made regarding administrative committee action fully vesting those awards.
Assuming the administrative committee fully vested the other NEOs’ restricted stock grants under the 2006 Plan and/or the 2015 Plan, as applicable, then that amount is shown.
(6) Under the 2006 Plan and the 2015 Plan the administrative committee may, in its discretion, upon death or disability, fully vest a restricted stock award, unless the award was granted to a “covered
employee” (as defined in the applicable Treasury Regulations) and the award was designed to meet the exception for performance-based compensation under Section 162(m) of the Internal Revenue
Code of 1986. The chief financial officer, Mr. Boyer, is not included as a “covered employee” under the applicable Treasury Regulations. Mr. Smith’s restricted stock awards are governed by his
employment agreement and no assumption is made regarding administrative committee action fully vesting those awards. The amounts shown assume that the administrative committee fully vested any
and all time-based restricted stock grants and Mr. Boyer’s performance-based restricted stock grants under the 2015 Plan.
(7) If Mr. Smith’s employment ended as of the end of fiscal 2016 due to a voluntary good reason termination or an involuntary without cause termination, as defined in his employment agreement Mr. Smith
would be entitled to receive a severance amount equal to two times Mr. Smith’s then-existing base salary and all restricted stock that has been awarded to Mr. Smith would vest. In the event of
Mr. Smith’s disability which results in termination of employment, pursuant to his employment agreement, Mr. Smith would be entitled to receive 13 weeks of compensation and benefits. After the 13-
week period, Mr. Smith would participate in any Pier 1 Imports short- or long-term disability plans for which he is eligible. A change in control of Pier 1 Imports is specifically excluded as grounds by either
Pier 1 Imports or Mr. Smith to terminate the employment agreement and a change in control of Pier 1 Imports does not constitute “good reason” under that agreement.
PIER 1 IMPORTS, INC. | 2016 Proxy Statement 45