exv10w2






Exhibit 10.2




PIER 1 IMPORTS, INC.

STOCK PURCHASE PLAN




Restated As Amended June 20, 2008




PURPOSE OF PLAN




     The purpose of the Pier 1 Imports, Inc. Stock Purchase Plan (the “Plan”), which was
established in 1980 and was most recently amended and restated on June 25, 2004, is to provide
Eligible Participants of Pier 1 Imports, Inc. and its employing affiliates with the opportunity to
acquire an ownership interest in Pier 1 Imports, Inc. and thereby provide those who will be
responsible for the continued growth of Pier 1 Imports, Inc. with a more direct concern about its
welfare and a common interest with other shareholders of Pier 1 Imports, Inc. The Plan provides a
voluntary method of acquiring shares of Common Stock in convenient installments by compensation
deductions, supplemented by contributions from the Company. The Board of Directors of Pier 1
Imports, Inc. has adopted this restatement and amendment of the Plan, subject to approval by the
shareholders of Pier 1 Imports, Inc. at their annual meeting on June 20, 2008. Upon approval by
the shareholders of Pier 1 Imports, Inc., the Plan as amended and restated herein shall become
effective as herein provided.



SUSPENSION PERIOD




     On January 24, 2008, the Board of Directors, upon the recommendation of the Compensation
Committee of the Board of Directors, approved a resolution (i) to suspend Participant compensation
deductions, Company matching contributions and enrollment of new Participants under the Plan and
(ii) to suspend purchases of shares of Common Stock under the Plan, each to occur after the last
event in which Participant compensation deductions plus Company matching contributions could be
used to purchase shares of Common Stock within the authorized aggregate amount for issuance under
the Plan of 1,500,000 shares of Common Stock. The effective date of the suspension was March 29,
2008 (the “Suspension Date”). The suspension period (the “Suspension Period”) began on the
Suspension Date and will end as soon as administratively practicable after the Plan as amended and
restated herein is approved by the shareholders at their annual meeting on June 20, 2008. Should
the amended and restated Plan not be approved at that meeting, then the Suspension Period will
continue. During the Suspension Period, all other aspects of the Plan will continue in full force
and effect.



ARTICLE I




ELIGIBILITY




     All employees of the Company who have attained the age of majority of their state or province
of residence and have completed 60 days of continuous employment



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with the Company will be eligible to participate in the Plan at their election; provided,
however, that a Participant who has withdrawn from the Plan will again be eligible to participate
only after a period of 6 months from the date of such withdrawal. Directors will also be eligible
to participate in the Plan at their election, provided, however, that Directors who are also
employees of the Company will be governed by all provisions of the Plan, including eligibility
requirements, applicable to employees of the Company.



     No amounts from an employee Participant’s Account will be used to purchase shares of Common
Stock if immediately after such purchase such employee would own 5% or more of the total combined
voting power or value of all classes of stock of the Company (including any stock attributable to
such employee under Section 424(d) of the Code).



ARTICLE II




PARTICIPATION




     An Eligible Participant at his election may enroll as a Participant by completing and signing
a compensation deduction authorization form. Such forms may be obtained through the Human Resources
Department of the Eligible Participant’s employer, or in the case of a non-employee Director from
the Company. Enrollment shall become effective and the Company will establish an Account for an
Eligible Participant as soon as practicable after the signed compensation deduction authorization
form is received by the Eligible Participant’s employer, or in the case of a non-employee Director
is received by the Company.



ARTICLE III




METHOD OF OPERATION




     Pier 1 Imports, Inc., assisted by the Administrative Committee, will administer the Plan and
will establish an Account in the name of each Participant. The Company will deduct funds from each
Participant’s pay as authorized and will credit monthly the Plan Account of such Participant with
such deducted fund amounts plus Company contribution amounts established pursuant to Article V on
behalf of Participant. Such amounts will be used as soon as administratively practicable to
purchase shares of Common Stock (i) in the open market by a Broker designated by the Administrative
Committee, or (ii) directly from Pier 1 Imports, Inc. No purchases of Common Stock, however,
through a Broker may be made at a price which is greater than the fair market value of the Common
Stock at the time of the purchase. Purchases of shares of Common Stock from Pier 1 Imports, Inc.
will be at an average price per share determined over an allocation period, each as established by
the Administrative Committee from time to time. Purchased shares will be allocated to the Accounts
of Participants, at the average price per share for open market purchases or the average price per
share as established by the Administrative Committee, as the case may be, in proportion to the
funds received for each respective Account. Allocation will be made in full shares of Common Stock
and



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fractional interests therein to the one-thousandth of a share. Any Broker’s commissions or
markups on purchases made by a Broker will be paid by Pier 1 Imports, Inc.



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ARTICLE IV




COMPENSATION DEDUCTIONS




     An employee Participant, including an employee Participant who is also a Director, will
specify in a deduction authorization form the amount to be withheld from his Compensation, with a
minimum of $2.50 per week and a maximum of 20% of his Compensation. A non-employee Director will
specify in a deduction authorization form the amount to be withheld from his cash director
compensation payments. A non-employee Director may not contribute any amounts in excess of his
cash director compensation payments. Deductions from Compensation or deductions from a
non-employee Director’s cash director compensation payments, as the case may be, will be made from
each check payable to a Participant, and such authorization will remain effective until revised or
terminated as hereinafter provided.



     Deductions from Compensation or deductions from a non-employee Director’s cash director
compensation payments, as the case may be, may be increased or decreased (subject to the minimum
and maximum limitations set forth above) at any time by the Participant completing a new deduction
authorization form and submitting it to the Human Resources Department of the Participant’s
employer, or to the Company in the case of a non-employee Director. Commencement of deductions and
increases or decreases of deductions will become effective as of the first day of a payroll period,
provided that it is administratively practicable, after a Participant’s request is received. With
respect to non-employee Directors, all references to “the first day of a payroll period” herein
means the date of a cash director compensation payment.



ARTICLE V




COMPANY CONTRIBUTIONS




     The Company will contribute an amount equal to 25% of the Compensation deduction of each
employee Participant, including an employee Participant who is also a Director, for the purchase of
Common Stock under the Plan for each Participant. The Company will contribute an amount equal to
25% of the non-employee Director’s deduction from his cash director compensation payments for the
purchase of Common Stock under the Plan for such non-employee Director.



ARTICLE VI




TERMINATION OF COMPENSATION DEDUCTIONS




     A Participant’s compensation deduction authorization shall automatically terminate upon death,
termination of employment or cessation of service as a Director, as the case may be. Compensation
deductions may also be voluntarily terminated at any time by Participant’s written notice to the
Human Resources Department of the Participant’s employer, or notice to the Company with respect to
a non-employee



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Director Participant (“Withdrawal Request”). Voluntary termination of deductions shall become
effective as of the first day of a payroll period, provided that it is administratively
practicable, and after receipt of a Withdrawal Request. After termination of compensation
deductions, a Participant’s Account shall be closed in accordance with the terms set forth in
Article IX.



ARTICLE VII




TERM; AMENDMENT OR TERMINATION OF PLAN




     Unless previously terminated by the Board of Directors, the Plan will automatically terminate
on the earlier of (i) the fifth anniversary of the Effective Date (i.e., June 20, 2013), or (ii)
when an aggregate of 2,500,000 shares of Common Stock, plus 41,025 authorized shares of Common
Stock which remained available for issuance under the Plan on the Suspension Date, have been issued
after the Effective Date. The Board of Directors reserves the right to amend, suspend or terminate
the Plan at any time. Any such action will not result in the forfeiture of any funds deducted from
the compensation of any Participant or contributed by the Company on behalf of any Participant, or
of any Common Stock shares or fractional interest in Common Stock shares held in a Participant’s
Account, or of any dividends or other distributions in respect of such shares, which occur before
the effective date of the amendment, suspension or termination of the Plan.



     Any amendment to the Plan will be submitted to the shareholders of Pier 1 Imports Inc. for
approval by the affirmative vote of a majority of the shares of the Common Stock present or
represented by proxy and entitled to a vote on the matter at a meeting called therefor, if the
amendment would:




	 	(a)	 	materially increase the benefits accruing to Participants; or
	 
	 	(b)	 	materially increase the number of shares of Common Stock which may be issued
under the Plan; or
	 
	 	(c)	 	materially modify the requirements as to eligibility for participation in the
Plan.





ARTICLE VIII




PARTICIPANTS’ ACCOUNTS




     Each Participant for whose Account purchases of shares of Common Stock were allocated acquires
full ownership of all such allocated shares and any fractional interest therein. All shares will be
registered in the name of the Plan and will remain so registered until delivery of the shares to
the Participant pursuant to the Plan. Shares of Common Stock held by the Plan in a Participant’s
Account may not be sold or assigned, nor may a security interest in such shares be granted. A
Participant’s compensation deductions will



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terminate if he grants a security interest or sells or assigns his interest in the Plan.



     A Participant’s Account will be credited with all dividends, if any, paid with respect to the
full shares and any fractional interest in shares held in his Account. All cash dividends will be
reinvested in Common Stock following payment thereof.



     Stock dividends and/or any stock splits with respect to shares of Common Stock held in a
Participant’s Account will be credited to the Account without charge. Distributions of other
securities and rights to subscribe may be sold at the direction of the Administrative Committee,
and the proceeds will be handled in the same manner as a cash dividend.



     A Participant will receive quarterly and annual statements of his Account. The Company will
send to each Participant as soon as administratively practicable, by mail or otherwise, all notices
of meetings, proxy statements and other materials distributed by Pier 1 Imports, Inc. to its
shareholders. Upon receipt of instructions from a Participant, the Administrator of the Plan will
vote, or exercise dissenter’s rights when applicable, shares of Common Stock in Participant’s
Account in accordance with the instructions of Participant. In addition, the Administrator of the
Plan will vote, or exercise dissenter’s rights when applicable, shares of Common Stock in
Participants’ Accounts for which no instructions were received in the same proportion as shares for
which instructions were received are voted.



     In the event of a tender offer for Common Stock, the Company will send to each Participant the
tender offer documents and other materials relating to such tender offer that are received by the
Plan as a holder of Common Stock, together with a form to provide instructions whether to direct
the Administrator of the Plan to tender into the tender offer the Common Stock in a Participant’s
Account. Upon receipt of instructions from a Participant, the Administrator of the Plan will take
such action as directed by Participant. In addition, the Administrator of the Plan will tender into
such tender offer only that number of shares of Common Stock for which valid instructions were not
received from Participants that bears the same ratio to the total of all shares for which valid
instructions were not received as the number of shares for which valid instructions to tender into
the tender offer bears to the total number of shares in Participants’ Accounts.



ARTICLE IX




WITHDRAWAL FROM THE PLAN AND

DISTRIBUTION OF SHARES




     A Participant may withdraw from the Plan at any time by delivering a Withdrawal Request as set
forth in Article VI. Upon such withdrawal from the Plan, all shares in the Account of such
Participant shall be distributed to the Participant as soon as administratively practicable after
the end of the month in which the Withdrawal Request is received. A Participant who withdraws from
the Plan may not re-enter the Plan until 6



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months after such withdrawal. After that time, the Participant may re-enter the Plan by
following the procedures set forth in Article II.



     Any Participant, or the estate of any Participant, whose compensation deduction authorization
is automatically terminated as set forth in Article VI, may submit a Withdrawal Request and close
their Account. If a Withdrawal Request is not submitted, then all shares in such Account shall be
automatically distributed to such former employee or such former employee’s estate, as the case may
be, at the same time and in the same manner as shares are distributed to Participants pursuant to
the following paragraph.



     All shares in the Account of each Participant shall be automatically distributed to the
Participant at least once each calendar year. The Company may at its option make all distributions
under this Article IX electronically in book-entry form which may include delivery of fractional
shares.



ARTICLE X




RESALE OF STOCK ACQUIRED FROM THE PLAN




     Participants who are deemed to be “affiliates” of Pier 1 Imports, Inc. within the meaning of
the Securities Act of 1933 (“Act”) may sell or transfer such shares only in accordance with the
provisions of Rule 144 under such Act, in a transaction otherwise exempt from registration under
such Act or pursuant to an effective registration under such Act. Additionally, all sales of
Common Stock shall be subject to and in compliance with the Pier 1 Imports, Inc. insider trading
policies and procedures and all applicable laws, rules and regulations.



ARTICLE XI




MISCELLANEOUS




     Neither the act of establishing the Plan nor any provision hereof or action taken hereunder
shall be construed as giving any Participant the right to be retained as an employee or Director of
the Company, and the right of the Company to dismiss or discharge any employee, and the right of
the shareholders of Pier 1 Imports, Inc. to elect Directors of Pier 1 Imports, Inc., are
specifically reserved.



     Pier 1 Imports, Inc. may require compliance with or satisfaction of any legal requirement
which may be deemed by it necessary as a condition for participation in the Plan or for
distribution or payment of interests or benefits thereunder.



     By his act of participating in the Plan, or of accepting any benefits hereunder, a Participant
and any person claiming under or through him shall thereby be conclusively deemed to have accepted
and consented to the application to him of the provisions of the Plan.



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     Neither Pier 1 Imports, Inc. nor any of its subsidiaries both corporate and non-corporate
(including, but not limited to, any statutory trust), nor any Director, officer, employee or agent
of Pier 1 Imports, Inc. or any of its subsidiaries both corporate and non-corporate (including, but
not limited to, any statutory trust), warrants or represents in any way to any Participant that the
value of Common Stock will increase or will not decrease or that dividends will be paid on Common
Stock, either at all or at any particular level. Each Participant assumes all risks in connection
with changes in value of Common Stock and all risks that dividends may not be paid, either at all
or at any particular level.



     Any words used herein in the masculine gender shall be construed as though they were used in
the feminine gender wherever appropriate.



     Upon voluntary or automatic withdrawal by a Participant from the Plan, shares may be
distributed from the Plan electronically in book-entry form and may include fractional shares. If
the Company elects to distribute only full shares from the Plan, then any fractional shares shall
be valued at a fair market value and distributed in cash in conjunction with the distribution of
full shares.



     The Plan is hereby amended and restated in its entirety effective as of June 20, 2008, subject
to shareholder approval as stated above.



ARTICLE XII




DEFINITIONS




     For the purpose of the Plan, unless the context clearly or necessarily indicates the contrary,
the following words and phrases shall have the meanings set forth in the definitions below:




     a. “Account” shall mean the separate Account established and maintained for each
Participant pursuant to Article VIII hereof.




     b. “Administrative Committee” shall mean the committee which may be from time to time
formed to assist Pier 1 Imports, Inc. in the administration of the Plan, the members of which
shall be appointed by the Board of Directors. The Administrative Committee shall be comprised
of not less than two “Non-Employee Directors” of Pier 1 Imports, Inc. as that term is defined
in Rule 16b-3(b) promulgated under the Securities Exchange Act of 1934, as amended. The
Administrative Committee will be the Compensation Committee of the Board provided that the
above requirements are met, in which event no additional appointment shall be necessary by the
Board of Directors.




     c. “Administrator of the Plan” shall mean Pier 1 Imports, Inc.




     d. “Board of Directors” shall mean the Board of Directors of Pier 1 Imports, Inc.



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     e. “Broker” shall mean the broker appointed by the Administrative Committee pursuant to
Article III.




     f. “Code” shall mean the Internal Revenue Code of 1986, as amended.




     g. “Common Stock” shall mean shares of common stock, par value $1 per share, of Pier 1
Imports, Inc.




     h. “Company” shall mean Pier 1 Imports, Inc., a Delaware corporation, its successors and
assigns and any of its subsidiaries both corporate and non-corporate (including, but not
limited to, any statutory trust) any of which has employees and which shall adopt the Plan by
action of its board of directors, or other governing person or entity, if applicable.




     i. “Compensation” shall mean the total of all amounts paid by an employer to or for the
benefit of an employee Participant for services rendered or labor performed for the employer
which are required to be reported on the Participant’s federal income tax withholding statement
or statements (Form W-2, Box 1 or its subsequent equivalent), subject to the following
exclusions: taxable income resulting from the exercise of stock options, non-cash compensation
(i.e., non-cash awards), moving expense reimbursements, cash and non-cash fringe benefits,
expense allowances, expense reimbursements, payments of deferred compensation, welfare
benefits, severance pay, supplemental disability pay, relocation pay and compensation earned
before an employee was first eligible to participate in the Plan.




     j. “Director” shall mean an individual who is a member of the Board of Directors.




     k. “Effective Date” shall mean June 20, 2008, provided that the Plan as amended and
restated herein is approved by the shareholders of Pier 1 Imports, Inc. at their annual meeting
on that day, as may be continued.




     l. “Eligible Participant” shall mean any employee, including any employee who is a
Director, or a non-employee Director who meets the requirements stated in Article I.




     m. “Participant” shall mean any employee or non-employee Director who elects in accordance
with the provisions of the Plan to participate in the Plan through compensation deductions
pursuant to Article II.




     n. “Plan” shall mean the Pier 1 Imports, Inc. Stock Purchase Plan, as amended and restated
herein.



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Signed effective as amended and restated June 20, 2008 (the “Effective Date”)




Pier 1 Imports, Inc.,

a Delaware corporation




	 	 	 	 	 
	By:  	
 	 	 
	 	Gregory S. Humenesky 	 	 
	 	Executive Vice President 	 	 
	 




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