Exhibit 10.1
RESTRICTED STOCK AWARD AGREEMENT
DECEMBER 18, 2009 AWARD
THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement") is made effective
and entered into as of December 18, 2009, by and between PIER 1 IMPORTS, INC., a
Delaware corporation (the "Company"), and ALEXANDER W. SMITH (the "Grantee").
WHEREAS, pursuant to the provisions of the Pier 1 Imports, Inc. 2006
Stock Incentive Plan, as restated and amended (the "Plan"), the Committee that
administers the Plan has the authority to grant Awards under the Plan to
employees of the Company; and
WHEREAS, the Committee has determined that the Grantee be granted a
Restricted Stock Award under the Plan for the number of shares and upon the
terms set forth below;
NOW, THEREFORE, the Company and the Grantee hereby agree as follows:
1. Grant of Award. The Grantee is hereby granted a Restricted Stock
Award under the Plan (this "Award"), subject to the terms and conditions
hereinafter set forth, with respect to THREE HUNDRED SEVENTY-FIVE THOUSAND
(375,000) restricted shares of Common Stock. Restricted shares of Common Stock
covered by this Award shall be represented by a stock certificate registered in
the Grantee's name, or by uncertificated shares designated for the Grantee in
book entry form on the records of the Company's transfer agent, subject to the
restrictions set forth in this Agreement. Any stock certificate issued shall
bear the following or a similar legend:
"The transferability of this certificate and the shares of Common Stock
represented hereby are subject to the terms, conditions and
restrictions (including forfeiture) contained in the Pier 1 Imports,
Inc. 2006 Stock Incentive Plan, as restated and amended 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 offices 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 or, if specified by the
Committee, with a third party custodian or trustee, until the restrictions
thereon shall have lapsed, and, as a condition of this Award, the Grantee shall
deliver a stock power, duly endorsed in blank, relating to any certificated
restricted shares of Common Stock covered by this Award.
2. Transfer Restrictions. Except as expressly provided herein,
this Award and the restricted shares of Common Stock issued
with respect to this Award are non-transferable otherwise than
by will or by the laws of descent and distribution, and may
not otherwise be assigned, pledged or hypothecated or
otherwise disposed of and shall not be subject to execution,
attachment or similar process. Upon any attempt to effect any
such disposition, or upon the levy of any such process, this
Award shall immediately become null and void and the
restricted shares of Common Stock relating thereto shall be
forfeited.
3. Restrictions. The restrictions on the shares of Common Stock
covered by this Award shall lapse and such shares shall vest
at the rate of:
(i) ONE HUNDRED TWENTY-FIVE THOUSAND (125,000) shares on December
18, 2010, provided that Grantee is employed by the Company on
such date,
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(ii) ONE HUNDRED TWENTY-FIVE THOUSAND (125,000) shares on December
18, 2011, provided that Grantee is employed by the Company on
such date, and
(iii) ONE HUNDRED TWENTY-FIVE THOUSAND (125,000) shares on December
18, 2012, provided that Grantee is employed by the Company on
such date.
The employment of the Grantee with the Company is governed by
the terms and provisions of the Employment Agreement between the Company and the
Grantee dated December 15, 2009 (the "Employment Agreement"). If Grantee's
employment is terminated by the Company for "Cause" or by Grantee without "Good
Reason" (as such terms are defined in the Employment Agreement), the Common
Stock covered by this Award, to the extent not vested, shall terminate and be
forfeited by the Grantee. If Grantee's employment is terminated by the Company
without Cause or by Grantee for Good Reason then any portion of the Common Stock
covered by this Award, to the extent not vested as of the termination date,
shall become vested and unrestricted as of such termination date. All rights and
ownership in the shares of Common Stock covered by this Award as to which the
restrictions thereon shall not have lapsed shall immediately vest in the
Company.
4. Voting and Dividend Rights. During the period in which the
restrictions provided herein are applicable to the Common Stock covered by this
Award, the Grantee shall have the right to vote such shares and to receive any
cash dividends paid with respect to such shares. Any dividend or distribution
payable with respect to restricted shares of Common Stock covered by this Award
that shall be paid in shares of Common Stock shall be subject to the same
restrictions provided for herein. Any dividend or distribution (other than cash
or Common Stock) payable on shares of the restricted shares of Common Stock
covered by this Award, and any consideration receivable for or in conversion of
or exchange for the restricted shares of Common Stock covered by this Award,
unless otherwise determined by the Committee, shall be subject to the terms and
conditions of this Restricted Stock Award Agreement or with such modifications
thereof as the Committee may provide in its absolute discretion.
5. Distribution Following End of Restrictions. Upon the expiration of
the restrictions provided in Section 3 hereof as to any portion of the
restricted shares of Common Stock covered by this Award, the Company in its sole
discretion will either cause a certificate evidencing such amount of Common
Stock to be delivered to the Grantee (or, in the case of his death after such
events, cause such certificate to be delivered to Grantee's legal
representative, beneficiary or heir) or provide book-entry uncertificated shares
designated for the Grantee (or, in the case of his death after such events,
provide book-entry uncertificated shares designated for Grantee's legal
representative, beneficiary or heir) on the records of the Company's transfer
agent free of the legend or restriction regarding transferability, as the case
may be; provided, however, that the Company shall not be obligated to issue any
fractional shares of Common Stock in the event of certificated shares.
6. Tax Withholding. The obligation of the Company to deliver any
certificate or book-entry uncertificated shares to the Grantee pursuant to
Section 5 hereof shall be subject to the receipt by the Company from the Grantee
of any minimum withholding taxes required as a result of the grant of the Award
or lapsing of restrictions thereon. The Grantee may satisfy all or part of such
withholding tax requirement by electing to require the Company to purchase that
number of unrestricted shares of Common Stock designated by the Grantee at a
price equal to the Fair Market Value on the date of lapse of the restrictions
or, if the Common Stock did not trade on such day, on the first preceding day on
which trading occurred. The Company shall have the right, but not the
obligation, to sell or withhold such number of unrestricted shares of Common
Stock distributable to the Grantee as will provide assets for payment of any tax
so required to be paid by the Company for Grantee unless, prior to such sale or
withholding, Grantee shall have paid to the Company the amount of such tax. Any
balance of the proceeds of such a sale remaining after the payment of such taxes
shall be paid over to Grantee. In making any such sale, the Company shall be
deemed to be acting on behalf and for the account of Grantee.
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7. Securities Laws Requirements. The Company shall not be required to
issue shares pursuant to this Award unless and until (a) such shares have been
duly listed upon each stock exchange on which the Company's Common Stock is then
listed; and (b) the Company has complied with applicable federal and state
securities laws. The Committee may require the Grantee to furnish to the
Company, prior to the issuance of any shares of Common Stock in connection with
this Award, an agreement, in such form as the committee may from time to time
deem appropriate, in which the Grantee represents that the shares acquired by
him under this Award are being acquired for investment and not with a view to
the sale or distribution thereof.
8. Incorporation of Plan Provisions. This Restricted Stock Award
Agreement is made pursuant to the Plan and is subject to all of the terms and
provisions of the Plan as if the same were fully set forth herein, and receipt
of a copy of the Plan is hereby acknowledged. Capitalized terms not otherwise
defined herein shall have the same meanings set forth for such terms in the
Plan.
9. Miscellaneous. This Restricted Stock Award Agreement (a) shall be
binding upon and inure to the benefit of any successor of the Company, (b) shall
be governed by the laws of the State of Delaware, and any applicable laws of the
United States, and (c) may not be amended without the written consent of both
the Company and the Grantee.
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IN WITNESS WHEREOF, the parties hereto have executed this Restricted
Stock Award Agreement here on the date first above written.
COMPANY: GRANTEE:
Pier 1 Imports, Inc.
By:
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Michael A. Carter Alexander W. Smith
Senior Vice President