Exhibit 10.2
PIER 1 IMPORTS, INC.
STOCK PURCHASE PLAN
Restated As Amended June 20, 2008
PURPOSE OF PLAN
The purpose of the Pier 1 Imports,
Inc. Stock Purchase Plan (the “Plan”), which was
established in 1980 and was most recently amended and restated on
June 25, 2004, is to provide Eligible Participants of Pier 1
Imports, Inc. and its employing affiliates with the opportunity to
acquire an ownership interest in Pier 1 Imports, Inc. and thereby
provide those who will be responsible for the continued growth of
Pier 1 Imports, Inc. with a more direct concern about its welfare
and a common interest with other shareholders of Pier 1 Imports,
Inc. The Plan provides a voluntary method of acquiring shares of
Common Stock in convenient installments by compensation deductions,
supplemented by contributions from the Company. The Board of
Directors of Pier 1 Imports, Inc. has adopted this restatement and
amendment of the Plan, subject to approval by the shareholders of
Pier 1 Imports, Inc. at their annual meeting on June 20, 2008.
Upon approval by the shareholders of Pier 1 Imports, Inc., the Plan
as amended and restated herein shall become effective as herein
provided.
SUSPENSION PERIOD
On January 24, 2008, the Board
of Directors, upon the recommendation of the Compensation Committee
of the Board of Directors, approved a resolution (i) to
suspend Participant compensation deductions, Company matching
contributions and enrollment of new Participants under the Plan and
(ii) to suspend purchases of shares of Common Stock under the
Plan, each to occur after the last event in which Participant
compensation deductions plus Company matching contributions could
be used to purchase shares of Common Stock within the authorized
aggregate amount for issuance under the Plan of 1,500,000 shares of
Common Stock. The effective date of the suspension was
March 29, 2008 (the “Suspension Date”). The
suspension period (the “Suspension Period”) began on
the Suspension Date and will end as soon as administratively
practicable after the Plan as amended and restated herein is
approved by the shareholders at their annual meeting on
June 20, 2008. Should the amended and restated Plan not be
approved at that meeting, then the Suspension Period will continue.
During the Suspension Period, all other aspects of the Plan will
continue in full force and effect.
ARTICLE I
ELIGIBILITY
All employees of the Company who have
attained the age of majority of their state or province of
residence and have completed 60 days of continuous
employment
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with the
Company will be eligible to participate in the Plan at their
election; provided, however, that a Participant who has withdrawn
from the Plan will again be eligible to participate only after a
period of 6 months from the date of such withdrawal. Directors
will also be eligible to participate in the Plan at their election,
provided, however, that Directors who are also employees of the
Company will be governed by all provisions of the Plan, including
eligibility requirements, applicable to employees of the
Company.
No amounts from an employee
Participant’s Account will be used to purchase shares of
Common Stock if immediately after such purchase such employee would
own 5% or more of the total combined voting power or value of all
classes of stock of the Company (including any stock attributable
to such employee under Section 424(d) of the Code).
ARTICLE II
PARTICIPATION
An Eligible Participant at his
election may enroll as a Participant by completing and signing a
compensation deduction authorization form. Such forms may be
obtained through the Human Resources Department of the Eligible
Participant’s employer, or in the case of a non-employee
Director from the Company. Enrollment shall become effective and
the Company will establish an Account for an Eligible Participant
as soon as practicable after the signed compensation deduction
authorization form is received by the Eligible Participant’s
employer, or in the case of a non-employee Director is received by
the Company.
ARTICLE III
METHOD
OF OPERATION
Pier 1 Imports, Inc., assisted by the
Administrative Committee, will administer the Plan and will
establish an Account in the name of each Participant. The Company
will deduct funds from each Participant’s pay as authorized
and will credit monthly the Plan Account of such Participant with
such deducted fund amounts plus Company contribution amounts
established pursuant to Article V on behalf of Participant.
Such amounts will be used as soon as administratively practicable
to purchase shares of Common Stock (i) in the open market by a
Broker designated by the Administrative Committee, or
(ii) directly from Pier 1 Imports, Inc. No purchases of Common
Stock, however, through a Broker may be made at a price which is
greater than the fair market value of the Common Stock at the time
of the purchase. Purchases of shares of Common Stock from Pier 1
Imports, Inc. will be at an average price per share determined over
an allocation period, each as established by the Administrative
Committee from time to time. Purchased shares will be allocated to
the Accounts of Participants, at the average price per share for
open market purchases or the average price per share as established
by the Administrative Committee, as the case may be, in proportion
to the funds received for each respective Account. Allocation will
be made in full shares of Common Stock and
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fractional interests therein to the one-thousandth of a share. Any
Broker’s commissions or markups on purchases made by a Broker
will be paid by Pier 1 Imports, Inc.
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ARTICLE IV
COMPENSATION DEDUCTIONS
An employee Participant, including an
employee Participant who is also a Director, will specify in a
deduction authorization form the amount to be withheld from his
Compensation, with a minimum of $2.50 per week and a maximum of 20%
of his Compensation. A non-employee Director will specify in a
deduction authorization form the amount to be withheld from his
cash director compensation payments. A non-employee Director may
not contribute any amounts in excess of his cash director
compensation payments. Deductions from Compensation or deductions
from a non-employee Director’s cash director compensation
payments, as the case may be, will be made from each check payable
to a Participant, and such authorization will remain effective
until revised or terminated as hereinafter provided.
Deductions from Compensation or
deductions from a non-employee Director’s cash director
compensation payments, as the case may be, may be increased or
decreased (subject to the minimum and maximum limitations set forth
above) at any time by the Participant completing a new deduction
authorization form and submitting it to the Human Resources
Department of the Participant’s employer, or to the Company
in the case of a non-employee Director. Commencement of deductions
and increases or decreases of deductions will become effective as
of the first day of a payroll period, provided that it is
administratively practicable, after a Participant’s request
is received. With respect to non-employee Directors, all references
to “the first day of a payroll period” herein means the
date of a cash director compensation payment.
ARTICLE V
COMPANY CONTRIBUTIONS
The Company will contribute an amount
equal to 25% of the Compensation deduction of each employee
Participant, including an employee Participant who is also a
Director, for the purchase of Common Stock under the Plan for each
Participant. The Company will contribute an amount equal to 25% of
the non-employee Director’s deduction from his cash director
compensation payments for the purchase of Common Stock under the
Plan for such non-employee Director.
ARTICLE VI
TERMINATION OF COMPENSATION DEDUCTIONS
A Participant’s compensation
deduction authorization shall automatically terminate upon death,
termination of employment or cessation of service as a Director, as
the case may be. Compensation deductions may also be voluntarily
terminated at any time by Participant’s written notice to the
Human Resources Department of the Participant’s employer, or
notice to the Company with respect to a non-employee
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Director
Participant (“Withdrawal Request”). Voluntary
termination of deductions shall become effective as of the first
day of a payroll period, provided that it is administratively
practicable, and after receipt of a With
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