Exhibit 10.1
    

    
      PIER 1 IMPORTS, INC. 2015 STOCK
      INCENTIVE PLAN

      (Omnibus Plan)


    

    



    

    

    
      I. PURPOSE OF THE PLAN 
    

    
      The purpose of the PIER 1 IMPORTS, INC. 2015 STOCK INCENTIVE PLAN
      (the “Plan”) is to provide a means through which PIER 1
      IMPORTS, INC., a Delaware corporation (the “Company”), and its
      Affiliates may attract able persons to serve as Directors or to enter
      the employ of the Company and its Affiliates and to provide a means
      whereby those individuals upon whom the responsibilities of the
      successful administration and management of the Company and its
      Affiliates rest, and whose present and potential contributions to the
      Company and its Affiliates are of importance, can acquire and maintain
      stock ownership, thereby strengthening their concern for the welfare of
      the Company and its Affiliates. A further purpose of the Plan is to
      provide such individuals with additional incentive and reward
      opportunities designed to enhance the profitable growth of the Company
      and its Affiliates. Accordingly, the Plan provides for granting
      Incentive Stock Options, options that do not constitute Incentive Stock
      Options, Restricted Stock Awards, Restricted Stock Unit Awards,
      Performance Awards, and Phantom Stock Awards, or any combination of the
      foregoing, as is best suited to the circumstances of the particular
      employee or Director as provided herein. The Plan also provides for
      granting Director Deferred Stock Units to Directors who are not
      employees of the Company.
    

    
      II. DEFINITIONS 
    

    
      The following definitions shall be applicable throughout the Plan:
    

    
      (a) “Affiliate” means any corporation,
      partnership, limited liability company or partnership, association,
      trust or other organization which, directly or indirectly, controls, is
      controlled by, or is under common control with, the Company. For
      purposes of the preceding sentence, “control” (including, with
      correlative meanings, the terms “controlled by” and “under common
      control with”), as used with respect to any entity or organization,
      shall mean the possession, directly or indirectly, of the power (i) to
      vote more than fifty percent (50%) of the securities having ordinary
      voting power for the election of directors of the controlled entity or
      organization, or (ii) to direct or cause the direction of the management
      and policies of the controlled entity or organization, whether through
      the ownership of voting securities or by contract or otherwise.
    

    
      (b) “Award” means, individually or
      collectively, any Option, Stock Appreciation Right, Restricted Stock
      Award, Restricted Stock Unit Award, Performance Award, Phantom Stock
      Award or Director Deferred Stock Unit Award.
    

    
      (c) “Board” means the Board of Directors of
      the Company.
    

    
      (d) “Code” means the Internal Revenue Code of
      1986, as amended. Reference in the Plan to any section of the Code shall
      be deemed to include any amendments or successor provisions to such
      section and any regulations under such section.
    

    
      (e) “Committee” means the Compensation
      Committee of the Board unless another committee is designated by the
      Board as provided in Paragraph IV(a).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (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.
    

    
      (g) “Company” means Pier 1 Imports, Inc., a
      Delaware corporation.
    

    
      (h) “Corporate Change” shall mean any of the
      following events: (i) the consummation of a merger or consolidation to
      which the Company is a party if the stockholders of the Company who were
      stockholders of the Company immediately prior to the effective date of
      such merger or consolidation have beneficial ownership (as defined in
      Rule 13d-3 under the Exchange Act) of less than fifty percent (50%) of
      the total combined voting power for election of directors of the
      surviving corporation or other entity following the effective date of
      such merger or consolidation; (ii) the date of the acquisition or
      holding of direct or indirect beneficial ownership (as defined in Rule
      13d-3 under the Exchange Act) of securities of the Company representing
      in the aggregate thirty percent (30%) or more of the total combined
      voting power of the Company’s then issued and outstanding voting
      securities by any person, entity or group of associated persons or
      entities acting in concert, other than any employee benefit plan of the
      Company or of any subsidiary of the Company or any entity holding such
      securities for or pursuant to the terms of any such plan; (iii) the date
      of the election of members of the Board at a meeting of stockholders or
      by written consent, the majority of which were not nominated by the
      Board or a committee of the Board; (iv) the consummation of the sale of
      all or substantially all of the assets of the Company to any person or
      entity that is not a wholly owned subsidiary of the Company; or (v) the
      date of the approval by the stockholders of the Company of any plan or
      proposal for the liquidation of the Company or of its subsidiaries
      (other than into the Company).
    

    
      (i) “Director” means an individual who is a
      member of the Board.
    

    
      (j) “Director Annual Retainer Payment” means
      the portion of a Director Compensation Payment that includes the
      Director’s base annual retainer payment, excluding any payments for
      meeting fees and/or retainer payments for any committee chair position
      or the chairman of the board position.
    

    
      (k) “Director Compensation Payment” means a
      payment to a Director of a Director’s retainer fee or a Director’s
      meeting fee.
    

    
      (l) “Director Deferred Stock Unit Award” means
      an Award of deferred stock units granted under Paragraph XI of the Plan.
    

    
      (m) “Effective Date” means the date of
      approval of this Plan by the Company stockholders which date is June 25,
      2015.
    

    
      (n) An “employee” means any person (including
      a Director) in an employment relationship with the Company or any
      Affiliate.
    

    
      (o) “Exchange Act” means the Securities
      Exchange Act of 1934, as amended.
    

    
      (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 after-hours or extended market trading.
      If the Common Stock is not listed for trading on a U.S. national or
      regional securities exchange on the relevant date, then the “Fair Market
      Value” of the Common Stock will be 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) for the Common Stock in the over-the-counter
      market on the relevant date as reported by Pink OTC Markets Inc. or
      similar organization. If the Common Stock is not so quoted, the “Fair
      Market Value” of the Common Stock will be such other amount as the
      Committee may ascertain reasonably to represent such “Fair Market
      Value.” All such determinations of “Fair Market Value” shall be in
      accordance with the requirements of Treasury Regulation
      section 1.409A-1(b)(5)(iv), or its successor.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (q) “Incentive Stock Option” means an
      incentive stock option within the meaning of section 422 of the Code.
    

    
      (r) “Option” means an Award granted under
      Paragraph VII of the Plan and includes both Incentive Stock Options to
      purchase Common Stock and options that do not constitute Incentive Stock
      Options to purchase Common Stock.
    

    
      (s) “Option Agreement” means a written
      agreement between the Company and a Participant with respect to an
      Option.
    

    
      (t) “Participant” means an employee or
      Director who has been granted an award.
    

    
      (u) “Performance Award” means an Award granted
      under Paragraph IX of the Plan.
    

    
      (v) “Performance Award Agreement” means a
      written agreement between the Company and a Participant with respect to
      a Performance Award.
    

    
      (w) “Performance Measures” means performance
      measures established by the Committee that are based on one or more,
      either individually, alternatively or in any combination, of (1) the
      Fair Market Value of Common Stock, (2) the Company’s earnings per share,
      (3) the Company’s or an Affiliate’s market share, (4) the market share
      of a business unit and/or retail channel, division or other operation of
      the Company designated by the Committee, (5) the Company’s or an
      Affiliate’s sales, (6) the sales of a business unit and/or sales through
      a retail channel, or sales through a division or other operation of the
      Company designated by the Committee, (7) the net income of the Company,
      an Affiliate, business unit, retail channel, division or other operation
      of the Company designated by the Committee, (8) the cash flow (including
      one or more of cash flows from operating, investing and financing
      activities) or return on investment of the Company, an Affiliate,
      business unit, retail channel, division or other operation of the
      Company designated by the Committee, (9) the earnings or income before
      or after interest, taxes, depreciation, and/or amortization of the
      Company, an Affiliate, business unit, retail channel, division or other
      operation of the Company designated by the Committee (including but not
      limited to earnings [including one or more of net profit after tax;
      gross profit; operating profit; earnings before interest; earnings
      before interest and taxes; earnings before interest, taxes and
      depreciation; earnings before interest, taxes, depreciation and
      amortization; and net earnings], earnings per share, earnings per share
      from continuing operations, operating income, pre-tax income, operating
      income margin, net income and margins [including one or more of gross,
      operating and net income margins]), (10) economic value (measured by
      factors such as sales, revenues, costs, expenses, returns [including one
      or more of return on actual or proforma assets, net assets, non-cash
      assets, equity, common equity, investment, capital, invested capital,
      and net capital employed], economic value added, cash generation, cost
      reductions, unit volume, working capital and strategic plan development
      and implementation), (11) the return on capital, invested capital,
      assets or stockholders’ equity achieved by the Company or an Affiliate,
      or (12) the total stockholders’ return (including total stockholder
      return relative to an index or peer group) achieved by the Company.
      Performance Measures established for an Award may thereafter be subject
      to adjustment for specified significant unusual or non-recurring or
      recurring non-cash items or events, including but not limited to
      (a) asset write-downs; (b) litigation or claim judgments or settlements;
      (c) the effect of changes in tax laws, accounting principles or other
      laws or provisions affecting reported results; (d) any reorganization
      and restructuring programs; (e) extraordinary non-recurring items as
      described in Accounting Principles Board Opinion No. 30 (now codified as
      the Financial Accounting Standards Board’s Accounting Codification
      Standards subtopic 225-20, Extraordinary and Unusual Items) and/or
      unusual or non-recurring items discussed in management’s discussion and
      analysis of financial condition and results of operations appearing in
      the Company’s annual report to shareholders for the applicable year;
      (f) discontinued operations, acquisitions or divestitures; and
      (g) foreign exchange and/or currency translation gains and losses. To
      the extent any such adjustment is to be effected with respect to an
      Award, it shall be prescribed in a form that meets the requirements of
      section 162(m) of the Code for deductibility if the Committee, in its
      sole discretion, determines that loss of deductibility is a significant
      exposure for the Company. The Performance Measures may be absolute,
      relative to one or more other companies, relative to one or more
      indexes, or relative to one or more index or peer group, and may be
      contingent upon future performance of the Company or any Affiliate,
      division (including business units and lines of business), or department
      thereof.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (x) “Phantom Stock Award” means an Award
      granted under Paragraph X of the Plan.
    

    
      (y) “Phantom Stock Award Agreement” means a
      written agreement between the Company and a Participant with respect to
      a Phantom Stock Award.
    

    
      (z) “Plan” means the Pier 1 Imports, Inc. 2015
      Stock Incentive Plan (Omnibus Plan), as amended from time to time.
    

    
      (aa) “Prior Plan” means the Pier 1 Imports,
      Inc. 2006 Stock Incentive Plan (Omnibus Plan).
    

    
      (bb) “Restricted Stock Award” means an Award
      of restricted stock granted under Paragraph VIII of the Plan.
    

    
      (cc) “Restricted Stock Award Agreement” means
      a written agreement between the Company and a Participant with respect
      to a Restricted Stock Award.
    

    
      (dd) “Restricted Stock Unit Award” means an
      Award of restricted stock units granted under Paragraph VIII of the Plan.
    

    
      (ee) “Restricted Stock Unit Award Agreement”
      means a written agreement between the Company and a Participant with
      respect to a Restricted Stock Unit Award.
    

    
      (ff) “Rule 16b-3” means SEC Rule 16b-3
      promulgated under the Exchange Act, as such may be amended from time to
      time, and any successor rule, regulation or statute fulfilling the same
      or a similar function.
    

    
      (gg) “Stock Appreciation Right” means a right
      to acquire, upon exercise of the right, Common Stock and/or, in the sole
      discretion of the Committee, cash having an aggregate value equal to the
      then excess of the Fair Market Value of the shares with respect to which
      the right is exercised over the exercise price therefor.
    

    
      III. EFFECTIVE DATE AND DURATION OF THE PLAN 
    

    
      The Plan was approved and adopted by the Board on April 2, 2015, subject
      to approval by the stockholders of the Company at the Annual Meeting of
      Shareholders to be held on June 25, 2015, or any adjournment or
      postponement of the meeting. The date of the approval of Plan by the
      Company’s stockholders shall be the Effective Date of the Plan and that
      date shall be inserted in the definition of “Effective Date” above. No
      further Awards may be granted under the Plan after ten (10) years from
      the Effective Date. The Plan shall remain in effect until all Options
      granted under the Plan have been exercised or expired, all Restricted
      Stock Awards and all Restricted Stock Unit Awards granted under the Plan
      have vested or been forfeited, all Performance Awards and Phantom Stock
      Awards have been satisfied, expired, or forfeited and all Director
      Deferred Stock Unit Awards have been satisfied.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      IV. ADMINISTRATION 
    

    
      (a) Composition of Committee. The Plan shall be
      administered by a committee of, and appointed by, the Board or any duly
      appointed subcommittee of the Committee, that shall be comprised solely
      of two (2) or more outside Directors (within the meaning of the term
      “outside directors” as used in section 162(m) of the Code and applicable
      interpretive authority thereunder and within the meaning of the term
      “Non-Employee Director” as defined in Rule 16b-3 promulgated under the
      Exchange Act).
    

    
      (b) Powers. Subject to the express provisions of the Plan,
      the Committee shall have authority, in its discretion, to determine
      which employees or Directors shall receive an Award, the time or times
      when such Award shall be made, the type of Award that shall be made, the
      number of shares to be subject to each Option, Restricted Stock Award or
      Restricted Stock Unit Award, the number of shares subject to or the
      value of each Performance Award, and the value of each Phantom Stock
      Award. In making such determinations, the Committee shall take into
      account the nature of the services rendered by the respective employees
      or Directors, their present and potential contribution to the Company’s
      success and such other factors as the Committee in its sole discretion
      shall deem relevant.
    

    
      (c) Additional Powers. The Committee shall have such
      additional powers as are delegated to it by the other provisions of the
      Plan. Subject to the express provisions of the Plan, this shall include
      the power to construe the Plan and the respective agreements executed
      hereunder, to prescribe rules and regulations relating to the Plan, and
      to determine the terms, restrictions and provisions of the agreement
      relating to each Award, including such terms, restrictions and
      provisions as shall be requisite in the judgment of the Committee to
      cause designated Options to qualify as Incentive Stock Options, and to
      make all other determinations necessary or advisable for administering
      the Plan. The Committee may correct any defect or supply any omission or
      reconcile any inconsistency in the Plan or in any agreement relating to
      an Award in the manner and to the extent it shall deem expedient to
      carry it into effect. The determinations of the Committee on the matters
      referred to in this Paragraph IV shall be conclusive.
    

    
      (d) Delegation of Powers. The Committee may from time to
      time and in its sole discretion delegate any and all of its powers to
      the Chief Executive Officer of the Company or to an officer or a group
      of officers of the Company; provided, however, that the Committee shall
      not delegate any powers or responsibilities if such delegation would
      result or potentially result in an Award which is intended to qualify as
      performance-based compensation for purposes of section 162(m) of the
      Code failing to qualify as such performance-based compensation. The
      powers of delegation pursuant to this paragraph include but are not
      limited to the Committee’s powers to administer the Plan, to interpret
      provisions of the Plan and to grant Awards under the Plan, insofar as
      such administration, interpretation and power to grant Awards relates to
      any person who is not subject to Section 16 of the Exchange Act
      (including any successor section to the same or similar effect). The
      Committee may revoke any delegation of its powers at any time and may
      put any conditions or restrictions on any powers which it has delegated
      as it determines in its sole discretion. In the event of any conflict in
      a determination or interpretation under the Plan as between the
      Committee and a person or group of persons to whom powers of
      determination or interpretation have been delegated by the Committee,
      the determination or interpretation, as applicable, of the Committee
      shall be conclusive.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS 
    

    
      (a) Shares Subject to the Plan and Award Limits. Subject
      to adjustment in the same manner as provided in Paragraph XII(b), the
      aggregate number of shares of Common Stock that may be issued under the
      Plan shall not exceed (i) 2,500,000 shares plus (ii) the number of
      shares of Common Stock which remained available for grant under the
      Prior Plan as of the Effective Date (which amount is 2,924,592 shares as
      of April 27, 2015) increased by the number of shares of Common Stock
      subject to outstanding awards, as of the Effective Date, under the Prior
      Plan (which amount is 3,551,658 shares as of April 27, 2015) that on or
      after the Effective Date cease for any reason to be subject to such
      awards (other than by reason of exercise or settlement of the awards to
      the extent they are exercised for or settled in vested and
      nonforfeitable shares of Common Stock). The aggregate maximum number of
      shares of Common Stock that may be issued under the Plan through
      Incentive Stock Options shall not exceed 2,500,000 shares. Shares shall
      be deemed to have been issued under the Plan only to the extent actually
      granted pursuant to an Award; provided, however, that the Committee
      shall not grant any Award which potentially will result in the issuance
      of shares of Common Stock if such issuance would cause the Plan to
      exceed the limits described in the preceding two sentences if all
      Options then outstanding were exercised in full by participants. To the
      extent that an Award lapses or the rights of its holder terminate, any
      shares of Common Stock subject to such Award shall again be available
      for the grant of an Award under the Plan. Notwithstanding the foregoing,
      the following shares of Common Stock shall not again be available for
      the grant of an Award under the Plan: (y) shares surrendered in payment
      of the exercise price or purchase price of an Award and (z) shares
      withheld for payment of applicable employment taxes and/or withholding
      obligation associated with an Award. Notwithstanding any provision in
      the Plan to the contrary, the maximum number of shares of Common Stock
      that may be subject to Awards denominated in shares of Common Stock
      granted to any one individual during any calendar year may not exceed
      750,000 shares of Common Stock (subject to adjustment in the same manner
      as provided in Paragraph XII(b)) and the maximum amount of compensation
      that may be paid under all Performance Awards denominated in cash
      (including the Fair Market Value of any shares of Common Stock paid in
      satisfaction of such Performance Awards) granted to any one individual
      during any calendar year may not exceed $4 million. The limitations set
      forth in the preceding sentence shall be applied in a manner that will
      permit awards that are intended to provide “performance-based”
      compensation for purposes of section 162(m) of the Code to satisfy the
      requirements of such section, including, without limitation, counting
      against such maximum number of shares, to the extent required under
      section 162(m) of the Code and applicable interpretive authority
      thereunder, any shares subject to Options that are canceled.
    

    
      (b) Grant of Awards. The Committee may from time to time
      grant Awards to one or more employees or Directors determined by it to
      be eligible for participation in the Plan in accordance with the terms
      of the Plan.
    

    
      (c) Stock Offered. Subject to the limitations set forth in
      Paragraph V(a), the stock to be offered pursuant to the grant of an
      Award may be authorized but unissued Common Stock or Common Stock
      previously issued and outstanding and reacquired by the Company. Any of
      such shares which remain unissued and which are not subject to
      outstanding Awards at the termination of the Plan shall cease to be
      subject to the Plan but, until termination of the Plan, the Company
      shall at all times make available a sufficient number of shares to meet
      the requirements of the Plan.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      VI. ELIGIBILITY 
    

    
      Awards may be granted only to persons who, at the time of grant, are
      employees or Directors. An Award may be granted on more than one
      occasion to the same person, and, subject to the limitations and
      restrictions set forth in the Plan, such Award may include an Incentive
      Stock Option, an Option that is not an Incentive Stock Option, a
      Restricted Stock Award, a Restricted Stock Unit Award, a Performance
      Award, a Phantom Stock Award, a Director Deferred Stock Unit Award or
      any combination thereof.
    

    
      VII. STOCK OPTIONS 
    

    
      (a) Option Period. The term of each Option shall be ten
      (10) years from the date of grant, unless a shorter term is specified by
      the Committee at the time of grant. No option shall be exercisable after
      ten (10) years from the date of grant.
    

    
      (b) Limitations on Exercise of Option. An Option shall be
      exercisable in whole or in such installments and at such times as
      determined by the Committee; provide, however, no Option will be
      exercisable prior to the expiration of a one year period from the date
      of grant unless exercisable by retirement, death or disability as
      specified in an Option Agreement.
    

    
      (c) Special Limitations on Incentive Stock Options. An
      Incentive Stock Option may be granted only to an individual who is
      employed by the Company or any parent or subsidiary corporation (as
      defined in section 424 of the Code) at the time the Option is granted.
      To the extent that the aggregate Fair Market Value (determined at the
      time the respective Incentive Stock Option is granted) of stock with
      respect to which Incentive Stock Options are exercisable for the first
      time by an individual during any calendar year under all incentive stock
      option plans of the Company and its parent and subsidiary corporations
      exceeds $100,000, such Incentive Stock Options shall be treated as
      Options which do not constitute Incentive Stock Options. The Committee
      shall determine, in accordance with applicable provisions of the Code,
      Treasury Regulations and other administrative pronouncements, which of a
      Participant’s Incentive Stock Options will not constitute Incentive
      Stock Options because of such limitation and shall notify the
      Participant of such determination as soon as practicable after such
      determination. No Incentive Stock Option shall be granted to an
      individual if, at the time the Option is granted, such individual owns
      stock possessing more than ten percent (10%) of the total combined
      voting power of all classes of stock of the Company or of its parent or
      subsidiary corporation, within the meaning of section 422(b)(6) of the
      Code, unless (i) at the time such Option is granted the option price is
      at least one hundred ten percent (110%) of the Fair Market Value of the
      Common Stock subject to the Option and (ii) such Option by its terms is
      not exercisable after the expiration of five years from the date of
      grant. Except as otherwise provided in sections 421 or 422 of the Code,
      an Incentive Stock Option shall not be transferable otherwise than by
      will or the laws of descent and distribution, and shall be exercisable
      during the Participant’s lifetime only by such Participant or the
      Participant’s guardian or legal representative.
    

    
      (d) Option Agreement. Each Option shall be evidenced by an
      Option Agreement in such form and containing such provisions not
      inconsistent with the provisions of the Plan as the Committee from time
      to time shall approve, including, without limitation, provisions to
      qualify an Option as an Incentive Stock Option under section 422 of the
      Code. Each Option Agreement shall specify the effect of termination of
      employment or service as a Director (by retirement, disability, death or
      otherwise), as applicable, on the exercisability of the Option. An
      Option Agreement may provide for the payment of the option price, in
      whole or in part, by the delivery of a number of shares of Common Stock
      (plus cash if necessary) having a Fair Market Value equal to such option
      price. Moreover, an Option Agreement may provide for a “cashless
      exercise” or “net share exercise” of the Option by establishing
      procedures satisfactory to the Committee with respect thereto. The terms
      and conditions of Option Agreements need not be identical. Subject to
      the consent of the Participant, except where such consent is not
      required pursuant to Paragraph XII(c), the Committee may, in its sole
      discretion, amend an outstanding Option Agreement from time to time in
      any manner that is not inconsistent with the provisions of the Plan
      (including, without limitation, an amendment that accelerates the time
      at which the Option, or a portion thereof, may be exercisable).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (e) Option Price and Payment. The price at which a share
      of Common Stock may be purchased upon exercise of an Option shall be
      determined by the Committee but, subject to adjustment as provided in
      Paragraph XII(b), such purchase price shall not be less than the Fair
      Market Value of a share of Common Stock on the date such Option is
      granted. The Option or portion thereof may be exercised by delivery of
      an irrevocable notice of exercise to the Company, as specified by the
      Committee. The purchase price of the Option or portion thereof shall be
      paid in full in the manner prescribed by the Committee. Separate stock
      certificates shall be issued by the Company for those shares acquired
      pursuant to the exercise of an Incentive Stock Option and for those
      shares acquired pursuant to the exercise of any Option that does not
      constitute an Incentive Stock Option, to the extent the Company issues
      stock certificates in lieu of uncertificated shares designated to a
      grantee in book-entry form on the records of the Company’s transfer
      agent.
    

    
      (f) Restrictions on Repricing of Options. Except as
      provided in Paragraph XII, the Committee may not, without approval of
      the stockholders of the Company, seek to effect any re-pricing of any
      previously granted “underwater” Option or Stock Appreciation Right by:
      (i) amending or modifying the terms of the Option or Stock Appreciation
      Right to lower the exercise price; (ii) cancelling the underwater Option
      or Stock Appreciation Right and granting either (A) replacement Options
      or Stock Appreciation Rights having a lower exercise price; or
      (B) Restricted Stock, Restricted Stock Units, Performance Award or
      Phantom Stock Award in exchange; or (iii) cancelling or repurchasing the
      underwater Options or Stock Appreciation Rights for cash or other
      securities. An Option or Stock Appreciation Right will be deemed to be
      “underwater” at any time when the Fair Market Value of the Company
      Common Stock covered by such Award is less than the exercise price of
      the Award.
    

    
      (g) Stockholder Rights and Privileges. The Participant
      shall be entitled to all the privileges and rights of a stockholder only
      with respect to such shares of Common Stock as have been purchased upon
      exercise of the Option and for which certificates of stock have been
      registered in the Participant’s name.
    

    
      (h) Options and Rights in Substitution for Options Granted by
      Other Employers. Options and Stock Appreciation Rights may be
      granted under the Plan from time to time in substitution for options and
      such rights held by individuals providing services to corporations or
      other entities who become employees or Directors as a result of a merger
      or consolidation or other business transaction with the Company or any
      Affiliate.
    

    
      (i) No Dividend Equivalents. No grant of an Option
      or Stock Appreciation Right may provide for dividends, dividend
      equivalents or other similar distributions to be paid on such Option or
      Stock Appreciation Right.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      VIII. RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS 
    

    
      (a) Forfeiture Restrictions to be Established by the Committee.
      Restricted Stock Unit Awards and shares of Common Stock that are the
      subject of a Restricted Stock Award shall be subject to restrictions on
      disposition by the Participant and an obligation of the Participant to
      forfeit the units or forfeit and surrender the shares to the Company
      under certain circumstances (the “Forfeiture Restrictions”). The
      Forfeiture Restrictions shall be determined by the Committee in its sole
      discretion, and the Committee may provide that the Forfeiture
      Restrictions applicable to an Award shall lapse upon (i) the attainment
      of one or more Performance Measures, (ii) the Participant’s continued
      employment with the Company or continued service as a Director for a
      specified period of time, (iii) the occurrence of any event or the
      satisfaction of any other condition specified by the Committee in its
      sole discretion, or (iv) a combination of any of the foregoing. Each
      Restricted Stock Award and each Restricted Stock Unit Award may have
      different Forfeiture Restrictions, in the discretion of the Committee.
      In no event shall the Forfeiture Restrictions with respect to a
      Restricted Stock Award or a Restricted Stock Unit Award lapse in full
      prior to the expiration of (i) a one-year period following the date of
      grant of the Award in the case of Forfeiture Restrictions that lapse
      upon the attainment of one or more Performance Measures or (ii) a
      three-year period following the date of grant of the Award in the case
      of Forfeiture Restrictions that lapse other than upon the attainment of
      one or more Performance Measures.
    

    
      (b) Restricted Stock Award Terms and Conditions. Common
      Stock awarded pursuant to a Restricted Stock Award shall be represented
      by a stock certificate registered in the name of the Participant or by
      uncertificated shares designated for such Participant in book-entry form
      on the records of the Company’s transfer agent for Common Stock. Any
      stock certificate issued with respect to a Restricted Stock Award 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. 2015 Stock Incentive Plan 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 office 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’s transfer agent. Unless provided otherwise in a Restricted
      Stock Award Agreement, the Participant shall have the right to vote
      Common Stock subject thereto and to enjoy all other stockholder rights,
      except that (i) the Participant shall not be entitled to delivery of the
      stock certificate until the Forfeiture Restrictions have expired,
      (ii) the Company shall retain custody of the stock until the Forfeiture
      Restrictions have expired, (iii) the Participant may not sell, transfer,
      pledge, exchange, hypothecate or otherwise dispose of the stock until
      the Forfeiture Restrictions have expired, and (iv) a breach of the terms
      and conditions established by the Committee pursuant to the Restricted
      Stock Award Agreement shall cause a forfeiture of the Restricted Stock
      Award. At the time of such Award, the Committee may, in its sole
      discretion, prescribe additional terms, conditions or restrictions
      relating to Restricted Stock Awards, including, but not limited to,
      rules pertaining to the termination of employment or service as a
      Director (by retirement, disability, death or otherwise) or Participant
      prior to expiration of the Forfeitures Restrictions. Such additional
      terms, conditions or restrictions shall be set forth in a Restricted
      Stock Award Agreement made in conjunction with the Award.
      Notwithstanding the foregoing, a Participant shall not have the
      right to receive dividends with respect to Common Stock subject to a
      Restricted Stock Award.
    

    
      (c) Payment for Restricted Stock. The Committee shall
      determine the amount and form of any payment for Common Stock received
      pursuant to a Restricted Stock Award, provided that in the absence of
      such a determination, a Participant shall not be required to make any
      payment for Common Stock received pursuant to a Restricted Stock Award,
      except to the extent otherwise required by law.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (d) Restricted Stock Unit Award Terms and Conditions. A
      Restricted Stock Unit Award is a right to receive cash or shares of
      Common Stock based upon a bookkeeping entry referencing a value
      expressed by reference to shares of Common Stock and subject to
      forfeiture pursuant to Forfeiture Restrictions. A Participant shall have
      no right to receive dividends or any other right and privilege of a
      shareholder with respect to Common Stock which is the measure of a
      Restricted Stock Unit Award. At the time of grant of a Restricted Stock
      Unit Award, the Committee may, in its sole discretion prescribe
      additional terms, conditions or restrictions relating to the Awards,
      including, but not limited to, rules pertaining to the termination of
      employment or service as a Director (by retirement, disability, death or
      otherwise) or Participant prior to expiration of the Forfeiture
      Restrictions. Such additional terms, conditions or restrictions shall be
      set forth in a Restricted Stock Unit Award Agreement made in conjunction
      with the Award.
    

    
      (e) Committee’s Discretion to Accelerate Vesting of Restricted
      Stock Awards and Restricted Stock Unit Awards. Except as it
      would cause Plan or Award failure under section 409A of the Code, the
      Committee may, in its sole discretion and as of a date determined by the
      Committee, upon the occurrence of a Participant’s death, disability,
      retirement, or termination without cause, fully vest any or all Common
      Stock awarded to a Participant pursuant to a Restricted Stock Award or
      any or all Restricted Stock Unit Awards of a Participant which are then
      still subject to Forfeiture Restrictions, and, upon such vesting, all
      Forfeiture Restrictions applicable to such Restricted Stock Awards or
      Restricted Stock Unit Awards shall terminate as of such date. Any action
      by the Committee pursuant to this subparagraph may vary among individual
      Participants and may vary among the Restricted Stock Awards or
      Restricted Stock Unit Awards held by any individual Participant.
    

    
      (f) Restricted Stock Award Agreements and Restricted Stock Unit
      Award Agreements. At the time any Award is made under this
      Paragraph VIII, the Company and the Participant shall enter into a
      Restricted Stock Award Agreement or Restricted Stock Unit Award
      Agreement, as applicable; setting forth each of the matters contemplated
      hereby and such other matters as the Committee may determine to be
      appropriate. The terms and provisions of Restricted Stock Award
      Agreements or Restricted Stock Unit Award Agreements, as applicable,
      need not be identical. Subject to the consent of the Participant and the
      restriction set forth in the last sentence of subparagraph (e) above,
      the Committee may, in its sole discretion, amend an outstanding
      Restricted Stock Award Agreement or Restricted Stock Unit Award
      Agreement from time to time in any manner that is not inconsistent with
      the provisions of the Plan.
    

    
      IX. PERFORMANCE AWARDS 
    

    
      (a) Performance Period. The Committee shall establish,
      with respect to and at the time of each Performance Award, whether the
      Award is to be an Award of shares of Common Stock or a cash Award, or
      both, the number of shares of Common Stock subject to or the maximum
      cash value of the Performance Award, as applicable, and the performance
      period over which the performance applicable to the Performance Award
      shall be measured.
    

    
      (b) Performance Measures. The Committee, in its sole
      discretion, may provide for an adjustable Performance Award value based
      upon the level of achievement of Performance Measures and/or which
      provides for a reduction in the value of a Performance Award during the
      performance period. In no event shall a Performance Award which is an
      Award of shares of Common Stock vest in full prior to the expiration of
      a one-year period following the grant of the Award.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c) Awards Criteria. In determining the value of
      Performance Awards, the Committee shall take into account a
      Participant’s responsibility level, performance, potential, other
      Awards, and such other considerations as it deems appropriate.
    

    
      (d) Payment. Following the end of the performance period
      for a Performance Award and in no event later than ten (10) years after
      the date of grant of such Performance Award, the holder of the
      Performance Award shall be entitled to receive payment of an amount not
      exceeding the number of shares of Common Stock subject to or the maximum
      cash value of the Performance Award, as applicable, based on the
      achievement of the Performance Measures for such performance period, as
      determined and certified in writing by the Committee. Payment of a
      Performance Award for a performance period shall be in full immediately
      following the end of such performance period but in no event later than
      the fifteenth day of the third calendar month after the later of the
      calendar year immediately following the calendar year within which the
      performance period ends or the taxable year of the Company immediately
      following the taxable year of the Company within which the performance
      period ends and may be made in cash, Common Stock, or a combination
      thereof, as determined by the Committee. If a Performance Award covering
      shares of Common Stock is to be paid in cash, such payment shall be
      based on the Fair Market Value of the Common Stock on the payment date
      or such other date as may be specified by the Committee in the
      Performance Award Agreement. If a Performance Award is to be paid in
      shares of Common Stock, the number of shares of such payment shall be
      determined based upon the Fair Market Value of the Common Stock on the
      date of payment or such other date as may be specified by the Committee
      in the Performance Award Agreement.
    

    
      (e) Termination of Award. A Performance Award shall
      terminate if the Participant does not remain continuously in the employ
      of the Company and its Affiliates or does not continue to serve as a
      Director for the Company at all times during the applicable performance
      period, except as may be otherwise determined by the Committee.
    

    
      (f) Performance Award Agreements. At the time any Award is
      made under this Paragraph IX, the Company and the Participant shall
      enter into a Performance Award Agreement setting forth each of the
      matters contemplated hereby, and such additional matters as the
      Committee may determine to be appropriate. The terms and provisions of
      the respective Performance Award Agreements need not be identical.
    

    
      (g) No Dividend Equivalents. No grant of Performance Award
      may provide for dividends, dividend equivalents or other similar
      distributions to be paid on such unvested Performance Award.
    

    
      X. PHANTOM STOCK AWARDS 
    

    
      (a) Phantom Stock Awards. Phantom Stock Awards are rights
      to receive shares of Common Stock (or the Fair Market Value thereof, in
      cash), or rights to receive an amount equal to any appreciation or
      increase in the Fair Market Value of Common Stock over a specified
      period of time, which vest over a period of time as established by the
      Committee, without satisfaction of any performance criteria or
      objectives. The Committee may, in its discretion, require payment or
      other conditions of the Participant respecting any Phantom Stock Award.
      A Phantom Stock Award may include, without limitation, a Stock
      Appreciation Right that is granted independently of an Option or a Stock
      Appreciation Right that is granted in tandem with an Option. Any Phantom
      Stock Award which is a Stock Appreciation Right shall have a maximum
      term of ten years and shall represent an Award that measures
      appreciation or increase in the Fair Market Value of Common Stock only
      with reference to appreciation over the Fair Market Value of the Common
      Stock which is the subject of the Award as of the date of grant thereof.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (b) Award Period. The Committee shall establish, with
      respect to and at the time of each Phantom Stock Award, a period over
      which the Award shall vest with respect to the Participant; provided,
      however, no Phantom Stock Award will vest in full prior to the
      expiration of a one year period from the date of its grant.
    

    
      (c) Awards Criteria. In determining the value of Phantom
      Stock Awards, the Committee shall take into account a Participant’s
      responsibility level, performance, potential, other Awards, and such
      other considerations as it deems appropriate.
    

    
      (d) Payment. Following the end of the vesting period for a
      Phantom Stock Award (or at such other time as the applicable Phantom
      Stock Award Agreement may provide) or upon an exercise by a Participant
      of a payment right and in no event later than ten (10) years after the
      date of grant of such Phantom Stock Award, the holder of the Phantom
      Stock Award shall be entitled to receive payment of an amount, not
      exceeding the maximum value of the Phantom Stock Award, based on the
      then vested or exercised value of the Award. Payment of a Phantom Stock
      Award may be made in cash, Common Stock, or a combination thereof as
      determined by the Committee. Payment shall be made in full as soon as
      practicable following vesting or exercise of the Award, but in no event
      later than the fifteenth day of the third calendar month after the later
      of the calendar year immediately following the calendar year in which
      such vesting occurred or the taxable year of the Company immediately
      following the taxable year of the Company or within which such vesting
      occurred. Any payment to be made in cash shall be based on the Fair
      Market Value of the Common Stock on the payment date or such other date
      as may be specified by the Committee in the Phantom Stock Award
      Agreement.
    

    
      (e) Termination of Award. A Phantom Stock Award shall
      terminate if the Participant does not remain continuously in the employ
      of the Company and its Affiliates or does not continue to serve as a
      Director of the Company at all times during the applicable vesting
      period, except as may be otherwise determined by the Committee.
    

    
      (f) Phantom Stock Award Agreements. At the time any Award
      is made under this Paragraph X, the Company and the Participant shall
      enter into a Phantom Stock Award Agreement setting forth each of the
      matters contemplated hereby, and such additional matters as the
      Committee may determine to be appropriate. The terms and provisions of
      Phantom Stock Award Agreements need not be identical.
    

    
      XI. DIRECTOR DEFERRED STOCK UNIT AWARDS 
    

    
      (a) Director Deferred Stock. A Director Deferred Stock
      Unit Award provides deferral of part or all of a Director’s Director
      Compensation Payment into deferred stock units. Director Deferred Stock
      Unit Awards shall only be available to Directors who are not employees.
      A Director Deferred Stock Unit Award is a right to receive shares of
      Common Stock based upon a bookkeeping entry referencing a value
      expressed by reference to shares of Common Stock. Each Director who is
      not an employee may elect, in lieu of being paid any portion of a
      Director Compensation Payment in cash, to be awarded deferred stock
      units in an amount equal to the dollar amount of such Director
      Compensation Payment divided by the Fair Market Value of a share of
      Common Stock determined as of the date that such deferred Director
      Compensation Payment amount would otherwise have been paid to the
      Director in cash. Any such election shall be made in whole percentages,
      on a form prescribed by the Company, at the same percentage for all
      components of the Director Compensation Payment (i.e., such percentage
      would apply equally to the Director Annual Retainer Payment and any
      other fees included in the Director Compensation Payment). Any such
      election must be made on or before the December 31 of the calendar year
      prior to the calendar year or fiscal year in which the services for the
      Director Compensation Payment which such Director is deferring into
      deferred stock units will be rendered, and any such election shall be
      irrevocable as of such December 31. Notwithstanding the foregoing, the
      election described in the preceding sentence by an individual who has
      first become elected as a Director may be made before or within the
      30-day period immediately following his or her election as a Director
      provided that the deferral effected by such election will only apply
      with respect to compensation earned for services rendered as a Director
      after the date such election was made. Any deferral portion of such
      Director Compensation Payment credited to such Director in the form of
      deferred stock units, in lieu of being paid to such Director in cash,
      shall be awarded additional deferred stock units in an amount equal to
      .25 times the dollar amount of the deferred portion of the Director
      Annual Retainer Payment divided by the Fair Market Value of a share of
      Common Stock determined as of the date that such deferred Director
      Compensation Payment amount would otherwise have been paid to the
      Director in cash.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (b) Dividends. Each time that a dividend is paid on Common
      Stock (other than a dividend of capital stock of the Company), a
      Director who is then credited with deferred stock units shall be
      credited with additional deferred stock units equal to the product of
      the dividend payment amount (or, if other than in cash, the Fair Market
      Value thereof) per share multiplied by the number of deferred stock
      units credited to such Director as of the record date for the dividend,
      divided by the Fair Market Value of the Common Stock on the dividend
      payment date.
    

    
      (c) Director Deferred Stock Unit Award Payouts. At the
      time that a Director ceases to be a Director of the Company, the
      deferred stock units then credited to such Director (as adjusted [both
      as to deferred stock units and cash fees] for the period of service as a
      Director) shall be exchanged for shares of Common Stock which will be
      distributed to such Director. The transfer of shares of Common Stock to
      a Director in exchange for such Director’s deferred stock units shall be
      effected within five (5) business days after the date such Director
      ceases to be a Director of the Company. Deferred stock units shall be
      paid in cash within such five (5) business day period to the extent
      applicable Plan limitations at such time preclude Plan distributions of
      Common Stock.
    

    
      XII. RECAPITALIZATION OR REORGANIZATION 
    

    
      (a) No Effect on Right or Power. The existence of the Plan
      and the Awards granted hereunder shall not affect in any way the right
      or power of the Board or the stockholders of the Company to make or
      authorize any adjustment, recapitalization, reorganization or other
      change in the Company’s or any Affiliate’s capital structure or its
      business, any merger or consolidation of the Company or any Affiliate,
      any issue of debt or equity securities ahead of or affecting Common
      Stock or the rights thereof, the dissolution or liquidation of the
      Company or any Affiliate or any sale, lease, exchange or other
      disposition of all or any part of its assets or business or any other
      corporate act or proceeding.
    

    
      (b) Subdivision or Consolidation of Shares; Stock Dividends; and
      Recapitalizations. The shares with respect to which Awards may
      be granted are shares of Common Stock as presently constituted, but if,
      and whenever, prior to the expiration of an Award theretofore granted,
      the Company shall effect a subdivision or consolidation of shares of
      Common Stock or the payment of a stock dividend on Common Stock without
      receipt of consideration by the Company, the number of shares of Common
      Stock covered by an Award (i) in the event of an increase in the number
      of outstanding shares shall be proportionately increased, and the
      purchase price per share shall be proportionately reduced, and (ii) in
      the event of a reduction in the number of outstanding shares shall be
      proportionately reduced, and the purchase price per share shall be
      proportionately increased. Any fractional share resulting from such
      adjustment shall be rounded up to the next whole share. If the Company
      recapitalizes, reclassifies its capital stock, or otherwise changes its
      capital structure (a “recapitalization”), the number and class of shares
      of Common Stock covered by an Award theretofore granted shall be
      adjusted so that such Award shall thereafter cover the number and class
      of shares of stock and securities to which the Participant would have
      been entitled pursuant to the terms of the recapitalization if,
      immediately prior to the recapitalization, the Participant had been the
      holder of record of the number of shares of Common Stock then covered by
      such Award.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c) Corporate Changes. Before or no later than thirty
      (30) days after a Corporate Change, the Committee, acting in its sole
      discretion without the consent or approval of any Participant, shall
      effect one or more of the following alternatives, which alternatives may
      vary among individual Participants and which may vary among Options held
      by any individual Participant: (1) accelerate the time at which Options
      then outstanding may be exercised so that such Options may be exercised
      in full for a limited period of time on or before a specified date
      (before or after such Corporate Change) fixed by the Committee, after
      which specified date all unexercised Options and all rights of
      Participants thereunder shall terminate, (2) cancel and terminate some
      or all of the outstanding Options and any rights thereunder held by all
      or selected Participants (irrespective of whether such Options are then
      exercisable under the provisions of the Plan) as of a date, before or
      after such Corporate Change, specified by the Committee, in which event
      the Company shall pay (or cause to be paid) to each Participant an
      amount of cash per share equal to the excess, if any, of the amount
      calculated in Subparagraph (d) below (the “Change of Control Value”) of
      the shares subject to such Option over the exercise price(s) under such
      Options for such shares, or (3) make such adjustments to Options then
      outstanding as the Committee deems appropriate to reflect such Corporate
      Change (provided, however, that the Committee may determine in its sole
      discretion that no adjustment is necessary to Options then outstanding),
      including, without limitation, adjusting an Option to provide that the
      number and class of shares of Common Stock covered by such Option shall
      be adjusted so that such Option shall thereafter cover securities of the
      surviving or acquiring corporation or other property (including, without
      limitation, cash) as determined by the Committee in its sole discretion.
      In exercising its powers to adjust Options as a result of a result of a
      Corporate Change pursuant to this subparagraph (c), the Committee shall
      exercise its best efforts to effect adjustments in a way that does not
      cause Options to become deferred compensation for purposes of the
      requirements imposed under section 409A of the Code.
    

    
      In the event of a Corporate Change, the Committee, acting at its sole
      discretion without the consent or approval of any Participant, may cause
      the Forfeiture Restrictions then remaining applicable with respect to
      all or selected Restricted Stock Awards or Restricted Stock Unit Awards
      to lapse in whole or in part as of a date before or after such Corporate
      Change as specified by the Committee.
    

    
      In the event of a Corporate Change, the Committee, acting in its sole
      discretion without the consent or approval of any Participant, may
      cancel and terminate, as of a date before or after such Corporate Change
      specified by the Committee, Performance Awards and Phantom Stock Awards
      and any rights thereunder and the Company shall pay (or cause to be
      paid) to each Participant an amount of cash equal to the maximum value
      (which maximum value may be determined, if applicable and in the
      discretion of the Committee, based on the then Fair Market Value of the
      Common Stock) of such Performance Award or Phantom Stock Award which, in
      the event the applicable performance or vesting period set forth in such
      Performance Award or Phantom Stock Award has not been completed, shall
      be multiplied by a fraction, the numerator of which is the number of
      days during the period beginning on the first day of the applicable
      performance or vesting period and ending on the date of the cancellation
      and termination, and the denominator of which is the aggregate number of
      days in the applicable performance or vesting period.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Provisions of this Subparagraph (c) notwithstanding, the Committee may
      not and cannot take action pursuant to this Subparagraph (c) with
      respect to Awards which constitute deferred compensation that is subject
      to section 409A of the Code unless (i) the Corporate Change in issue is
      a “change in control event” as such term is described in Treasury
      Regulations promulgated pursuant to section 409A of the Code and
      (ii) the action taken by the Committee constitutes an acceleration which
      is a permissible acceleration under such Treasury Regulations. Further,
      nothing in this Subparagraph (c) shall be interpreted to invalidate or
      otherwise adversely affect any provision in an individual Award
      agreement regarding the effect of a Corporate Change upon the Award
      evidenced by such agreement and the Committee can exercise powers
      conferred upon the Committee pursuant to this Subparagraph (c) with
      respect to such Award only in a way which is consistent with and
      complementary to any specific Corporate Change provisions of such Award
      Agreement.
    

    
      (d) Change of Control Value. For the purposes of clause
      (2) in Subparagraph (c) above, the “Change of Control Value” shall equal
      the amount determined in clause (i), (ii) or (iii) below, whichever is
      applicable, as follows: (i) the per share price offered to stockholders
      of the Company in any such merger, consolidation, sale of assets or
      dissolution transaction, (ii) the price per share offered to
      stockholders of the Company in any tender offer or exchange offer
      whereby a Corporate Change takes place, or (iii) if such Corporate
      Change occurs other than pursuant to clause (i) or (ii) above, the Fair
      Market Value per share of the shares into which such Options being
      surrendered are exercisable, as determined by the Committee as of the
      date determined by the Committee to be the date of cancellation and
      termination of such Options. In the event that the consideration offered
      to stockholders of the Company in any transaction described in this
      Subparagraph (d) or Subparagraph (c) above consists of anything other
      than cash, the Committee shall determine the fair cash equivalent of the
      portion of the consideration offered which is other than cash.
    

    
      (e) Other Changes in the Common Stock. In the event of
      changes in the outstanding Common Stock by reason of recapitalizations,
      reorganizations, mergers, consolidations, combinations, split-ups,
      split-offs, spin-offs, exchanges or other relevant changes in
      capitalization or distributions to the holders of Common Stock occurring
      by reason of the above events and after the date of the grant of any
      Award and not otherwise provided for by this Paragraph XII, such Award
      and any agreement evidencing such Award shall be subject to adjustment
      by the Committee at its sole discretion as to the number and price of
      shares of Common Stock or other consideration subject to such Award. In
      the event of any such change in the outstanding Common Stock or
      distribution to the holders of Common Stock by reason of the above
      events, or upon the occurrence of any other event described in this
      Paragraph XII, the aggregate number of shares available under the Plan,
      the aggregate number of shares that may be issued under the Plan through
      Incentive Stock Options, and the maximum number of shares that may be
      subject to Awards granted to any one individual may be appropriately
      adjusted to the extent, if any, determined by the Committee, whose
      determination shall be conclusive.
    

    
      (f) Stockholder Action. Any adjustment provided for in the
      above Subparagraphs shall be subject to any required stockholder action.
    

    
      (g) No Adjustments Unless Otherwise Provided. Except as
      hereinbefore expressly provided, the issuance by the Company of shares
      of stock of any class or securities convertible into shares of stock of
      any class, for cash, property, labor or services, upon direct sale, upon
      the exercise of rights or warrants to subscribe therefor, or upon
      conversion of shares or obligations of the Company convertible into such
      shares or other securities, and in any case whether or not for fair
      value, shall not affect, and no adjustment by reason thereof shall be
      made with respect to, the number of shares of Common Stock subject to
      Awards theretofore granted or the purchase price per share, if
      applicable.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      XIII. AMENDMENT AND TERMINATION OF THE PLAN 
    

    
      The Board in its discretion may terminate the Plan at any time with
      respect to any shares of Common Stock for which Awards have not
      theretofore been granted. The Board shall have the right to alter or
      amend the Plan or any part thereof from time to time; provided that no
      change in the Plan may be made that would impair the rights of a
      Participant with respect to an Award theretofore granted without the
      consent of the Participant, and provided, further, that the Board may
      not, without approval of the stockholders of the Company, (a) amend the
      Plan to increase the maximum aggregate number of shares that may be
      issued under the Plan, increase the maximum number of shares that may be
      issued under the Plan through Incentive Stock Options or change the
      class of individuals eligible to receive Awards under the Plan, or
      (b) amend or delete Paragraph VII(f).
    

    
      XIV. CODE COMPLIANCE 
    

    
      (a) Code Section 162(m). For each Award that is
      granted to a “covered employee” (within the meaning of Treasury
      Regulation section 1.162-27(c)(2) and is intended, as determined by the
      Committee in its sole discretion, to satisfy the exception for
      performance-based compensation under section 162(m) of the Code), the
      Committee shall establish the Performance Measures applicable to such
      Award either (i) prior to the beginning of the Award’s performance
      period or (ii) within ninety (90) days after the beginning of an Award’s
      performance period if the outcome of the performance targets is
      substantially uncertain at the time such targets are established, but
      not later than the date that twenty-five percent (25%) of an Award’s
      performance period has elapsed.
    

    
      (b) Code Section 409A. The Company intends that any
      Awards which may be subject to section 409A of the Code comply with or
      are exempt from section 409A of the Code, and, accordingly, to the
      maximum extent permitted, this Plan and any Awards granted thereunder
      shall be interpreted and administered to be in compliance with section
      409A of the Code or exempt therefrom. If for any reason, such as
      imprecision in drafting, any provision of this Plan or any Award
      agreement does not accurately reflect its intended establishment of an
      exemption from (or compliance with) section 409A of the Code, as
      demonstrated by consistent interpretations or other evidence of intent,
      such provision shall be considered ambiguous as to its exemption from
      (or compliance with) section 409A of the Code and shall be interpreted
      by the Committee in a manner consistent with such intent, as determined
      in the discretion of the Committee. While the Awards provided hereunder
      are intended to be structured in a manner to avoid the implication of
      any penalty taxes under section 409A of the Code, in no event whatsoever
      will the Company or any of its respective Affiliates be liable for any
      additional tax, interest, or penalties that may be imposed on a
      Participant as a result of section 409A of the Code or any damages for
      failing to comply with section 409A of the Code. Notwithstanding
      anything herein to the contrary, to the extent an Award set forth in
      this Plan constitutes “non-qualified deferred compensation” subject to
      section 409A of the Code, then the following conditions apply to the
      payment of such benefits:
    

    
      (i) Any termination of a Participant’s employment triggering payment of
      benefits under an Award must constitute a “separation from service”
      under section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)
      before distribution of such benefits can commence. To the extent that
      the termination of a Participant’s employment does not constitute a
      separation of service under section 409A(a)(2)(A)(i) of the Code and
      Treas. Reg. §1.409A-1(h) (as the result of further services that are
      reasonably anticipated to be provided by a Participant to the Company or
      its Affiliate at the time a Participant’s employment terminates), any
      benefits payable under the Plan or an Award agreement that constitute
      non-qualified deferred compensation under section 409A of the Code shall
      be delayed until the date of a subsequent event constituting a
      separation of service under section 409A(a)(2)(A)(i) of the Code and
      Treas. Reg. §1.409A-1(h). For purposes of clarification, this
      subparagraph shall not cause any forfeiture of benefits on a
      Participant’s part, but shall only act as a delay until such time as a
      “separation from service” occurs.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (ii) If a Participant is a “specified employee” (as that term is used in
      section 409A of the Code and regulations and other guidance issued
      thereunder) on the date his or her separation from service becomes
      effective, any benefits payable under an Award that constitute
      non-qualified deferred compensation subject to section 409A of the Code
      shall be delayed until the earlier of (A) the business day following the
      six-month anniversary of the date his separation from service becomes
      effective, (B) the date of a Participant’s death, but only to the extent
      necessary to avoid the adverse tax consequences and penalties under
      section 409A of the Code or (C) such earlier date as is permitted under
      section 409A of the Code (the “Delayed Payment Date”). On the Delayed
      Payment Date, the Company shall pay the Participant (or, if applicable,
      his estate) in a lump sum the aggregate value of the non-qualified
      deferred compensation that the Company otherwise would have paid the
      Participant prior to that date under the Award agreement.
    

    
      (iii) It is intended that each installment of the payments and benefits
      provided under this Plan shall be treated as a separate “payment” for
      purposes of section 409A of the Code.
    

    
      (iv) Neither the Company nor any Participant shall have the right to
      accelerate or defer the delivery of any such payments or benefits except
      to the extent specifically permitted or required by section 409A of the
      Code.
    

    
      (v) If any other payments or other benefits due to a Participant
      hereunder could cause the application of an accelerated or additional
      tax under section 409A of the Code, such payments or other benefits
      shall be deferred if deferral will make such payment or other benefits
      compliant under section 409A of the Code, or otherwise such payment or
      other benefits shall be restructured, to the extent possible, in a
      manner, determined by the Committee that does not cause such an
      accelerated or additional tax. A Participant shall not have any right to
      determine a date of payment of any amount under this Plan.
    

    
      XV. MISCELLANEOUS 
    

    
      (a) No Right to an Award. Neither the adoption of the Plan
      nor any action of the Board or of the Committee shall be deemed to give
      any individual any right to be granted an Option, a right to a
      Restricted Stock Award, a right to a Restricted Stock Unit, a right to a
      Performance Award, a right to a Phantom Stock Award, or any other rights
      hereunder except as may be evidenced by an Award agreement duly executed
      on behalf of the Company, and then only to the extent and on the terms
      and conditions expressly set forth therein. The Plan shall be unfunded.
      The Company shall not be required to establish any special or separate
      fund or to make any other segregation of funds or assets to assure the
      performance of its obligations under any Award.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (b) No Employment/Membership Rights Conferred. Nothing
      contained in the Plan shall (i) confer upon any employee any right with
      respect to continuation of employment or of a consulting or advisory
      relationship with the Company or any Affiliate or (ii) interfere in any
      way with the right of the Company or any Affiliate to terminate his or
      her employment or consulting or advisory relationship at any time.
      Nothing contained in the Plan shall confer upon any Director any right
      with respect to continuation of membership on the Board.
    

    
      (c) Other Laws; Withholding. The Company shall not be
      obligated to issue any Common Stock pursuant to any Award granted under
      the Plan at any time when the shares covered by such Award have not been
      registered under the Securities Act of 1933, as amended, and such other
      state and federal laws, rules and regulations as the Company or the
      Committee deems applicable and, in the opinion of legal counsel for the
      Company, there is no exemption from the registration requirements of
      such laws, rules and regulations available for the issuance and sale of
      such shares. The Company may at its option deliver fractional shares of
      Common Stock and/or pay cash in lieu of fractional shares. The Company
      shall have the right to deduct in connection with all Awards any taxes
      required by law to be withheld and to require any payments required to
      enable it to satisfy its withholding obligations.
    

    
      (d) No Restriction on Corporate Action. Nothing contained
      in the Plan shall be construed to prevent the Company or any Affiliate
      from taking any action which is deemed by the Company or such Affiliate
      to be appropriate or in its best interest, whether or not such action
      would have an adverse effect on the Plan or any Award made under the
      Plan. No Participant, beneficiary or other person shall have any claim
      against the Company or any Affiliate as a result of any such action.
    

    
      (e) Restrictions on Transfer. An Award (other than an
      Incentive Stock Option, which shall be subject to the transfer
      restrictions set forth in Paragraph VII(c)) shall not be transferable
      otherwise than (i) by will or the laws of descent and distribution,
      (ii) pursuant to a domestic relations order as defined by the Code or
      Title I of the Employee Retirement Income Security Act of 1974, as
      amended, or the rules thereunder, or (iii) with the consent of the
      Committee, but in no event can any Award granted hereunder be
      transferred for value.
    

    
      (f) Governing Law. The Plan shall be governed by, and
      construed in accordance with, the laws of the State of Delaware, without
      regard to conflicts of laws principles thereof.
    

    
      (g) Claw-Back Policy. All Awards (including any
      proceeds, gains or other economic benefit actually or constructively
      received by the Participant upon any receipt or exercise of any Award)
      shall be subject to the provisions of the Company’s claw-back policy as
      set forth in Section 10 of the Company’s Code of Business Conduct and
      Ethics (as amended from time to time) including any amendments of such
      claw-back policy adopted to comply with the requirements of the
      Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules
      or regulations promulgated thereunder.
    

    

    


    	
           
        	
          PIER 1 IMPORTS, INC.
        
	

        	
           
        
	

        	
          By:
        	
          /s/ Gregory S. Humenesky
        
	

        	
          Date: June 25, 2015