Exhibit 10.11.6
SECOND AMENDMENT TO PIER 1
IMPORTS, INC.
2006 STOCK INCENTIVE PLAN
(OMNIBUS PLAN)
RESTATED AS AMENDED THROUGH
MARCH 25, 2008
WHEREAS , Pier 1 Imports, Inc. has heretofore
adopted the Pier 1 Imports, Inc. 2006 Stock Incentive Plan
(the “Plan”) effective March 23, 2006;
WHEREAS , the Plan was restated as amended through
March 25, 2008;
WHEREAS , the Plan was amended by a First Amendment
effective December 15, 2008;
NOW, THEREFORE
, the Plan is amended as
follows:
1.
Subsection (f) of Paragraph II
of the Plan is replaced with the following:
“(f)
“Common
Stock” means
the common stock, par value $0.001 per share, of the Company or any
security into which such common stock may be changed by reason of
any transaction or event of the type described in Paragraph
XII.”
2.
Subsection (p) of Paragraph II
of the Plan is replaced with the following:
“(p)
“Fair Market
Value” of the
Common Stock on any date means the closing sale price per share (or
if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on that date as reported in
the composite transactions table for the principal U.S. national or
regional securities exchange on which the Common Stock is listed
for trading. The Fair Market Value will be determined without
reference to aft
