-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CfZJYalq2NoGf5TAx1JEi0cHr6YZg3yyY7RytFgRlSDXR0k/9s0VvQse3QhpYak3 Yj00yfqzNOi87lliVi7IFw== 0001157523-10-001392.txt : 20100304 0001157523-10-001392.hdr.sgml : 20100304 20100304060103 ACCESSION NUMBER: 0001157523-10-001392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100228 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100304 DATE AS OF CHANGE: 20100304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIER 1 IMPORTS INC/DE CENTRAL INDEX KEY: 0000278130 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 751729843 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07832 FILM NUMBER: 10655435 BUSINESS ADDRESS: STREET 1: 100 PIER 1 PLACE CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8172526000 MAIL ADDRESS: STREET 1: 100 PIER 1 PLACE CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 INC DATE OF NAME CHANGE: 19860921 FORMER COMPANY: FORMER CONFORMED NAME: PIER 1 IMPORTS INC/GA DATE OF NAME CHANGE: 19840729 FORMER COMPANY: FORMER CONFORMED NAME: NEWCORP INC DATE OF NAME CHANGE: 19800423 8-K 1 a6202057.htm PIER 1 IMPORTS, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 28, 2010


PIER 1 IMPORTS, INC.

(Exact name of registrant as specified in its charter)


Delaware

001-07832

75-1729843

(State or other jurisdiction
of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)



100 Pier 1 Place, Fort Worth, Texas 76102

(Address of principal executive offices, including zip code)

 

817-252-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
(e)

As previously reported on a Form 8-K dated December 15, 2009, the Board of Directors of Pier 1 Imports, Inc. (the “Company”) approved a renewal and extension of the employment agreement of Alexander W. Smith (the “Employment Agreement”), the President and Chief Executive Officer of the Company.

 

Pursuant to the Employment Agreement, Mr. Smith received a grant of 375,000 shares of restricted stock on February 28, 2010 under the Company’s 2006 Stock Incentive Plan, restated as amended. One-half of the grant, or 187,500 shares, will vest one-third per year on February 26, 2011, February 25, 2012, and March 2, 2013, provided Mr. Smith is employed on such dates. The form of the Company’s Restricted Stock Award Agreement for this award is attached as Exhibit 10.1.

 

One-half of the grant, or 187,500 shares, is a performance-based grant, which will vest one-third per year provided that, in each case, the Company satisfies certain performance targets established by the Board of Directors or the Compensation Committee for the fiscal years of the Company ending February 26, 2011, February 25, 2012, and March 2, 2013, and provided Mr. Smith is employed on such dates. The form of the Company’s Restricted Stock Award Agreement for this award is attached as Exhibit 10.2.

 

Item 7.01

Regulation FD Disclosure.

 

On March 4, 2010, the Company issued a press release announcing its participation in the Raymond James Institutional Investor Conference. The release included sales results for the Company’s fiscal fourth quarter and full year periods ended February 27, 2010. Additionally the release included merchandise margin and earnings per share expectations for the fourth quarter. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 
(d) Exhibits.  
 
Exhibit No. Description
 
10.1 Restricted Stock Award Agreement dated February 28, 2010 by and between Alexander W. Smith and Pier 1 Imports, Inc.
 
10.2 Restricted Stock Award Agreement dated February 28, 2010 by and between Alexander W. Smith and Pier 1 Imports, Inc.
 
99.1 Press release dated March 4, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIER 1 IMPORTS, INC.

 
Date:

March 4, 2010

By:

/s/ Michael A. Carter

Michael A. Carter, Senior Vice

President and General Counsel, Secretary


EXHIBIT INDEX

Exhibit No.

 

Description

10.1 Restricted Stock Award Agreement dated February 28, 2010 by and between Alexander W. Smith and Pier 1 Imports, Inc.
 
10.2 Restricted Stock Award Agreement dated February 28, 2010 by and between Alexander W. Smith and Pier 1 Imports, Inc.
 
99.1 Press release dated March 4, 2010.

EX-10.1 2 a6202057ex101.htm EXHIBIT 10.1

Exhibit 10.1

RESTRICTED STOCK AWARD AGREEMENT
FEBRUARY 28, 2010 AWARD

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective and entered into as of February 28, 2010, 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 ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (187,500) 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)       SIXTY-TWO THOUSAND FIVE HUNDRED (62,500) shares on February 26, 2011, provided that Grantee is employed by the Company on such date,

(ii)      SIXTY-TWO THOUSAND FIVE HUNDRED (62,500) shares on February 25, 2012, provided that Grantee is employed by the Company on such date, and

(iii)     SIXTY-TWO THOUSAND FIVE HUNDRED (62,500) shares on March 2, 2013, 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.

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.

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award Agreement on the date first above written.

COMPANY:   GRANTEE:
 
Pier 1 Imports, Inc.
 
 
By:  
[Name} Alexander W. Smith
[Title]

EX-10.2 3 a6202057ex102.htm EXHIBIT 10.2

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT
FEBRUARY 28, 2010 PERFORMANCE-BASED AWARD

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective and entered into as of February 28, 2010, 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 ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (187,500) restricted shares of Common Stock (the “Performance-Based Shares”).  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 SIXTY-TWO THOUSAND FIVE HUNDRED (62,500) shares of the Common Stock covered by this Award shall lapse and such shares shall vest annually provided that, in each case, (x) the Company satisfies certain EBITDA (as hereinafter defined) targets for the fiscal years of the Company ending February 26, 2011, February 25, 2012, and March 2, 2013, which EBITDA targets are to be established by the Board or the Committee prior to or within the first quarter of each such fiscal year (the “Performance Measure”), and (y) the Grantee is employed by the Company on the last day of each such respective Company fiscal year.

“EBITDA” shall mean the Company's adjusted consolidated operating cash earnings before interest, taxes, depreciation and amortization from all domestic and international operations, but not including discontinued operations, unusual or non-recurring charges or recurring non-cash items, each as determined by the Committee.

With respect to any Performance-Based Shares that vest based on satisfying an EBITDA target for a given Company fiscal year, vesting shall occur pursuant to the following schedule:

100% of the EBITDA target – 62,500 shares;

96% of the EBITDA target – 56,250 shares;

92% of the EBITDA target – 50,000 shares;

88% of the EBITDA target – 43,750 shares;

84% of the EBITDA target – 37,500 shares; and

80% of the EBITDA target – 31,250 shares.


Additionally, vesting of shares between the fixed percentage points of the EBITDA target for a given Company fiscal year shall be interpolated.  For example, if 94% of the EBITDA target is achieved, then 53,125 shares would vest.

If the Company’s aggregate consolidated EBITDA for any two consecutive fiscal years occurring during the three-fiscal year period beginning February 28, 2010, applicable to the grant of the Performance-Based Shares equals or exceeds the sum of the EBITDA targets for those two fiscal years, then any portion of any Performance-Based Shares that did not vest in the first fiscal year shall vest at the time the Performance-Based Shares vest for the second fiscal year.  Further, if the Company’s aggregate consolidated EBITDA for the three-fiscal year period beginning February 28, 2010, applicable to the grant of the Performance-Based Shares equals or exceeds the sum of the EBITDA targets for those three fiscal years, then all of the shares subject to that grant that did not vest shall vest at the time the Performance-Based Shares vest for the third fiscal year.

Further, notwithstanding any other provision of this Agreement to the contrary, in the event that the Grantee is employed by the Company on the last day of any fiscal year of the Company in which any of the Performance-Based Shares vest pursuant to this Agreement, the Grantee shall be entitled to the vesting of the Performance-Based Shares for that fiscal year, as set forth above, regardless of whether the Grantee’s employment terminates prior to the formal determination of vesting (i.e., based on EBITDA calculations) for such fiscal year, as set forth in this Section 3. The determination by the Company with respect to the achieving of the EBITDA targets for vesting of the Performance-Based Shares shall occur upon the filing of the Company's Annual Report on Form 10-K with the Securities and Exchange Commission for each respective Company fiscal year.

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 attainment of the Performance Measure and the expiration of the restrictions provided in Section 3 hereof as to 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 his or her 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.


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 registered; 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.  The value of the Performance-Based Shares shall be 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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

COMPANY:   GRANTEE:
 
Pier 1 Imports, Inc.
 
 
By:  
[NAME] Alexander W. Smith
[TITLE]
Address: 100 Pier 1 Place

Fort Worth, Texas 76102

EX-99.1 4 a6202057ex991.htm EXHIBIT 99.1

Exhibit 99.1

Pier 1 Imports, Inc. to Present at Raymond James Institutional Investors Conference

Releases Fourth Quarter Sales and Earnings Expectations

FORT WORTH, Texas--(BUSINESS WIRE)--March 4, 2010--Pier 1 Imports, Inc. (NYSE:PIR) today announced that it is participating in the Raymond James Institutional Investors Conference being held March 7-10th at the JW Marriott Orlando, Grande Lakes Hotel. Alex W. Smith, President and Chief Executive Officer, and Cary Turner, Executive Vice President and Chief Financial Officer, will make a presentation on March 10th during which they will provide a general update on the Company’s business.

In anticipation of this event, the Company released sales information for the fourth quarter and fiscal year periods ended February 27, 2010. In addition, the Company provided earnings expectations for the fourth quarter. Total sales for the fourth quarter were $396 million compared to $389 million for the same period last year. Comparable store sales for the fourth quarter increased 6.5%. Total sales for the fiscal year were $1,291 million compared to $1,321 million last year. Comparable store sales for the year increased 1.5%.

For the fourth quarter, the Company anticipates that reported merchandise margins will be better than expected at approximately 55.7%, compared to 44.3% reported last year. Reported earnings per share are expected to be at least $0.29 per share compared to a loss of $0.33 last year.

Alex Smith, President and Chief Executive Officer, stated, “We are proud of our fourth quarter performance, which began with an extremely successful holiday selling season. We knew that the strength of December sales, the resulting seasonal sell-through, and the lower level of markdown inventory would shorten the Pier 1 sale. However, we were able to more than offset the pressure on sales in January with a very strong merchandise margin improvement. Our quarter ended with strong sales and margin in February, despite the extreme weather conditions experienced in many parts of the country. The increase in margin rate during the quarter is attributable not only to less clearance merchandise but also to our initial markups which remained strong.”

The Company will host a conference call to discuss the fiscal 2010 fourth quarter and year-end results at 10:00 a.m. Central Time on April 8, 2010. A web cast will be available on the Company’s website at www.pier1.com linking through to the “Investor Relations” page to the “Events” page.

Financial Disclosure Advisory

Management’s expectations and assumptions regarding future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements included in this press release. Any forward-looking projections or statements should be considered in conjunction with the cautionary statements and risks contained in the Company’s Annual Report on Form 10-K. Refer to the Company’s most recent SEC filings for any updates concerning these and other risks and uncertainties that may affect the Company’s operations and performance. The Company assumes no obligation to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied will not be realized.

Pier 1 Imports, Inc. is the original global importer of imported decorative home furnishings and gifts. Information about the Company is available on www.pier1.com.

CONTACT:
Pier 1 Imports, Inc.
Cary Turner, 817-252-8400

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