Exhibit 10.1
    

    
      MUTUAL TERMINATION AGREEMENT AND GENERAL RELEASE 
    

    
      This Mutual Termination Agreement and General Release (“Agreement”),
      entered into by and between Alexander W. Smith (“you”, “your”
      or the “Employee”) on the one hand, and Pier 1 Services
      Company (“Company”) and Pier 1 Imports, Inc. (“Parent”)
      on the other hand (each, a “Party”, and collectively, the “Parties”)
      as of September 2, 2016, arises from the termination of your employment
      relationship with the Company. Company, Parent, their subsidiaries and
      affiliates are together sometimes referred to herein as “Pier 1”.
    

    
      This Agreement is legally-binding. You are hereby advised to consult
      with an attorney before signing it. 
    

    
      The Board of Directors of Parent has determined not to renew the
      Employment Agreement (Second Renewal and Extension), dated as of June
      13, 2012 between you and Parent (the “Employment Agreement”),
      and accordingly, the Parties have mutually agreed that the Employee’s
      employment with Pier 1 will terminate on December 31, 2016, or such
      earlier date as any Party may elect upon written notice to the other;
      provided, that, if such written notice is given by you, you shall
      provide at least 10 days’ prior written notice to Parent (the date of
      termination of employment being the “Termination Date”).
      Capitalized terms used but not defined herein shall have the meanings
      provided in the Employment Agreement.
    

    
      You hereby resign, as of the Termination Date, from all positions as an
      officer, director or trustee of Pier 1 and with respect to any employee
      benefit plan or other arrangement or accommodation of Pier 1 as to which
      you have been designated as an officer, director, agent, trustee or
      other capacity. You agree to provide Pier 1 with such additional
      documentation as they may request in connection with such resignations.
    

    
      1. Separation Benefits. In connection with your
      termination, you will receive, on the Termination Date and thereafter as
      the case may be, the amounts that would be due to you under Section 7(b)
      of the Employment Agreement for a without Cause termination, as well as
      any monies or benefits to which you are already otherwise entitled under
      the plans and arrangements described on Annex A to this Agreement (the “Other
      Retirement Benefits”). You acknowledge that these payments and
      benefits and the other obligations of Pier 1 hereunder represent good
      and sufficient consideration for your promises, covenants and releases
      set forth in this Agreement. The Parties recognize that for tax purposes
      you will be deemed vested in any restricted stock of Parent held by you
      as of the execution of this Agreement, and therefore, the necessary
      shares shall be cancelled to cover any taxes on such amounts in
      accordance with the terms of the grants as if such date of redemption
      was the vesting dates under the grants. Notwithstanding the foregoing,
      the remaining shares under the restricted stock grants shall not be
      available to you until the actual vesting dates as provided in the
      applicable grant agreements.   
    

    
      2. General Release. In consideration of the Company’s
      obligations under this Agreement, certain of which you are otherwise not
      entitled, you – on behalf of yourself, your family, assigns,
      representatives, agents, estate, heirs, beneficiaries, executors,
      administrators, successors, and/or attorneys, if any — waive and release
      Pier 1, and all of their current and former respective officers,
      directors, employees, representatives and agents, including their
      successors and assigns (collectively the “Releasees”), with
      respect to any and all claims, losses, liabilities, obligations and
      causes of action, known and unknown, arising out of, connected with, or
      relating to, up to the date you execute this Agreement: (i) your
      employment; (ii) the Releasees’ refusal or failure to continue your
      employment; or (iii) the termination of your employment, including, but
      not limited to, claims for compensation, commissions, bonuses, stock
      options, other wages and benefits, breach of contract, wrongful
      termination, impairment of economic opportunity, intentional infliction
      of emotional distress, claims based on personal injury, work-related
      accident, any breach of implied or express covenant of good faith and
      fair dealing, violation of public policy, or any other contract, tort or
      personal injury claim, or claim based on any municipal, state or federal
      statute, regulation or ordinance relating to employment, employment
      discrimination or retaliation, including but not limited to Title VII of
      the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq.; The
      Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; The Civil Rights
      Act of 1991, as amended, 42 U.S.C. § 1981a; The Age Discrimination in
      Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq.; Americans
      With Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; Fair Labor
      Standards Act, as amended, 29 U.S.C. § 201, et seq.; Equal Pay Act, as
      amended, 29 U.S.C. § 201 et seq.; National Labor Relations Act, as
      amended, 29 U.S.C. § 151 et seq.; Worker Adjustment and Retraining
      Notification Act, as amended, 29 U.S.C. § 2101 et seq., Employee
      Retirement Income Security Act, as amended, 29 U.S.C. § 1000 et seq.;
      Family and Medical Leave Act, as amended, 29 U.S.C. § 2601, et seq.;
      Chapter 21 of the Texas Labor Code or any other statute, rule,
      regulation, ordinance, or common civil or other law, or judicial or
      administrative interpretation whether promulgated by Federal, State,
      local or other jurisdiction or political subdivision. This Agreement
      extinguishes any potential monetary recovery from employment
      discrimination claims you may have relating to your employment with the
      Company and the termination of your employment existing on the date you
      execute this Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Nothing in this Agreement will prevent you from initiating or
      participating in any State or Federal agency administrative proceeding
      including proceedings before the Equal Employment Opportunity Commission
      or from testifying at an administrative hearing, deposition, or in court
      in response to a lawful subpoena.
    

    
      This Agreement does not release or terminate any of your rights pursuant
      to the Indemnification Agreement dated January 18, 2011, between you and
      Parent and the associated confirmation agreement (the “Indemnification
      Agreement”) or to indemnification pursuant to any other agreement
      with Pier 1 or their bylaws, or your rights to the Other Retirement
      Benefits or coverage under Pier 1’s director’s and officer’s insurance
      policies, which shall continue in full force and effect in accordance
      with their respective terms. In addition, this Agreement does not
      release or waive any claims or rights that you may now or hereafter have
      arising out of, in connection with or related to any current or future
      legal proceedings or matters against you by any third party involving
      your service with the Company. This Agreement does not release or waive
      your rights as an employee to (i) any vested benefits under a benefit
      plan which by its terms specifically provides for the vesting of
      benefits prior to or upon the Termination Date, (ii) convert any insured
      benefits under an employee benefit plan to the extent the plan allows
      conversion, or (iii) maintain your medical insurance in force as
      provided by the Consolidated Omnibus Budget Reconciliation Act of 1985
      (COBRA).
    

    
      
        

        

      

      
        
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      You agree to sign and deliver to the Company within 10 days of the
      Termination Date the certification attached as Exhibit A to this
      Agreement.
    

    
      3. Non-Assignment. You represent and warrant that you have
      not assigned to any third party any claim involving the Releasees or
      authorized any third party to assert on your behalf any claim against
      the Releasees. If a third party asserts a claim against the Releasees on
      your behalf or includes you as a class member in any class action
      involving any claim released under this Agreement, you shall not accept
      any benefits or damages relating to or arising out of such claim.
    

    
      4. Return of Property. You represent and warrant that you
      will return on or prior to the Termination Date all property, equipment,
      documents and other tangible things, including keys, cell phones,
      pagers, corporate credit cards, and laptops or other computers of Pier 1
      — except for documents reflecting your compensation and benefits (Other
      Retirement Benefits) while employed by Pier 1 — in accordance with
      Company’s policies and rules, effective on your last day of work with
      the Company, or if you failed to do so, you agree to do so immediately
      upon finding any such items in your possession. You represent and
      warrant that you have not, and you agree that in the future you shall
      not, destroy, alter, erase, or otherwise change any software, data, or
      other information belonging to Pier 1. Further, you hereby consent to
      pay Company the value of any property, equipment and tangible things
      that you fail to return in accordance with this Agreement and any monies
      you owe Pier 1 with regard to personal expense charges.
    

    
      5. Confidential Information and Trade Secrets. You
      acknowledge that during your employment with Company, you have been
      given access to and use of trade secrets, proprietary data, or other
      confidential information, which were developed at considerable effort
      and expense, and which if acquired by competitors of Pier 1 would give
      them an unfair business advantage. You understand and agree that this
      information, if used by or disclosed to anyone but Pier 1 and its
      employees with a need to know, will place Pier 1 at a competitive
      disadvantage. You further acknowledge that you have not used or
      disclosed such trade secrets, proprietary data, or other confidential
      information during your employment with Company, except as authorized in
      writing by Company or in the normal exercise of your job duties for the
      benefit of Pier 1.
    

    
      You agree that you shall not, without the prior express written consent
      of the Company, directly or indirectly communicate or disclose, or use
      for your benefit or the benefit of any other person, firm, association,
      or corporation, any of the Releasees’ trade secrets, proprietary data or
      other confidential information, which trade secrets, proprietary data
      and other confidential information were communicated to or otherwise
      learned or acquired by you during your employment relationship with the
      Company, except that you may disclose such matters to the extent that
      disclosure is required (a) at the Company’s direction or (b) by a lawful
      subpoena or other similar legal process of a court or other governmental
      agency of competent jurisdiction; provided, that, you give the Company
      prompt written notice of such legal process and that you reasonably
      cooperate with the Company in seeking a protective order. For so long as
      such matters remain trade secrets, proprietary data, or other
      confidential information, you agree that you will not use such trade
      secrets, proprietary data, or other confidential information in any way
      or in any capacity other than as expressly consented to by the Company.
    

    
      
        

        

      

      
        
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      Nothing in the above paragraph shall be construed to restrict you from
      using your general knowledge, skills, and experience acquired during
      your employment with the Company in future employment whether or not
      such employment is with a direct competitor of Pier 1.
    

    
      Such trade secrets, proprietary data, or other confidential information
      include, but are not limited to, the following: information concerning
      strategic marketing plans or product development plans; cost or pricing
      information; vendor or supplier information; business plans or methods;
      customer lists or data; information regarding proposed joint ventures,
      mergers, acquisitions, and other such anticipated or contemplated
      business ventures of Pier 1; projects, whether completed, in progress,
      or only contemplated; real estate plans and strategy; investment
      opportunities and other information related to investments of Pier 1,
      whether past, present or future; confidential financial information;
      financial planning and analysis modeling and methodology; intellectual
      property; financial accounting and reporting; tax planning and strategy;
      personnel information; ideas; discoveries; designs; inventions;
      improvements; know-how; writings and other works of authorship; computer
      programs; accounting information; lists; analyses; studies; technology;
      programs; flow charts; information regarding products or techniques;
      strategies; or, any other business information that relates in any
      manner to the actual or anticipated business of Pier 1, and which they
      have not intentionally disclosed to its competitors or to the general
      public.
    

    
      The obligations set forth herein shall be in addition to any other
      confidentiality obligations that you may have to any of the Releasees.
    

    
      You further acknowledge that the injury the Releasees will suffer in the
      event of your breach of any covenant or agreement set forth in Sections
      5, 6, 7 or 8 herein cannot be compensated by monetary damages alone, and
      you therefore agree that the Releasees, in addition to and without
      limiting any other remedies or otherwise, shall have the right to obtain
      an injunction against you.
    

    
      Notwithstanding the foregoing or any other provision in this Agreement
      or otherwise, nothing herein shall prohibit you from reporting possible
      violations of federal or state law or regulation to any governmental
      agency or entity or self-regulatory organization including but not
      limited to the Department of Justice, the Securities and Exchange
      Commission, Congress, and any agency Inspector General, or making other
      disclosures that are protected under the whistleblower provisions of
      federal or state law or regulation (it being understood that you do not
      need the Company’s prior authorization to make any such reports or
      disclosures and you are not required to notify the Company that you have
      made such reports or disclosures).
    

    
      Non-compliance with the disclosure provisions of this Agreement shall
      not subject you to criminal or civil liability under any federal or
      state trade secret law for the disclosure of a Company trade secret: (i)
      in confidence to a federal, state or local government official, either
      directly or indirectly, or to an attorney in confidence solely for the
      purpose of reporting or investigating a suspected violation of law; (ii)
      in a complaint or other document filed in a lawsuit or other proceeding,
      provided that any complaint or document containing the trade secret is
      filed under seal; or (iii) to an attorney representing you in a lawsuit
      for retaliation by the Company for reporting a suspected violation of
      law or to use the trade secret information in that court proceeding,
      provided that any document containing the trade secret is filed under
      seal and you do not disclose the trade secret, except pursuant to court
      order.
    

    
      
        

        

      

      
        
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      6. Nondisparagement. You shall not knowingly make any
      untrue, misleading, or disparaging statements, or comments concerning
      the Releasees. During their tenure, the current Executive Officers and
      members of the Board of Directors of Parent shall not knowingly make any
      untrue, misleading, or disparaging public statements or comments about
      you. The Parties agree that the commitments in this paragraph will not
      limit or prohibit them from testifying truthfully, or providing truthful
      information in connection with any pending or threatened legal
      proceeding or to any governmental agency or as otherwise required by law.
    

    
      7. Restrictive Covenants. You acknowledge and agree that
      the restrictive covenants contained in Section 8 of the Employment
      Agreement shall continue to apply after the Termination Date pursuant to
      the terms and conditions set forth therein.
    

    
      8. Cooperation. You agree to cooperate with Pier 1 at such
      reasonable times and places as may be reasonably requested, and to
      provide all information that may be reasonably requested with respect to
      any matter involving your present or former relationship with Pier 1,
      the work you have performed for Pier 1, or present or former employees,
      so long as such requests do not unreasonably interfere with any other
      job or significant personal activity in which you are engaged. This
      specifically includes your assistance in regulatory inquiries,
      investigations and litigation matters, including depositions and/or
      court appearances in connection therewith, which may include appearances
      in other states. Pier 1 will make every effort to schedule these matters
      at times and locations convenient for you should they arise. The Company
      will reimburse you for reasonable expenses, such as telephone, travel,
      lodging, and meal expenses, you incur at the request of Pier 1,
      consistent with the Company’s generally applicable policies for employee
      expenses.
    

    
      9. No Authority. As of your last day of employment with
      Company, you shall have no authority to obligate Pier 1 in any manner,
      and shall not enter into, or attempt to enter into, any contracts on
      their behalf. You shall not make any representation, warranty, or other
      statement, or take any action, that may be construed by a third party to
      indicate that you have authority to obligate Pier 1 or to enter into a
      contract on any of their behalf.
    

    
      10. No Admission of Wrongdoing. This Agreement shall not
      in any way be construed as an admission of liability or as an admission
      that any of the Releasees or you have acted wrongfully with respect to
      each other. Each of the Releasees and you specifically deny and disclaim
      any such liability or wrongful acts.
    

    
      11. Venue and Applicable Law. This Agreement shall be
      performed in Fort Worth, Texas, and the laws of the State of Texas shall
      govern the enforceability, interpretation and legal effect of this
      Agreement.
    

    
      12. Interaction with the Employment Agreement. In the
      event that a Cause event (as defined in the Employment Agreement) arises
      prior to the Termination Date, Company may terminate you immediately and
      the provisions of this Agreement shall cease to apply; provided,
      however, that in the event of a violation described in Section 6(d)(iii)
      of the Employment Agreement with regard to the performance of your
      duties, if your employment terminates as a result of your resignation
      prior to the end of the 30 day cure period provided for therein, such
      termination will be treated as if you had cured such violation and the
      provisions of this Agreement shall continue to apply. Any assertion of
      Cause by the Company shall only be asserted if approved by a majority
      vote of the full Board of Directors of the Parent. In the event of your
      violation of Section 6(d)(v) as to material breach, Cause shall cease to
      exist at the time you terminate your employment if prior to the end of
      the 30-day cure period, but such termination shall not waive rights of
      the Company (other than with regard to a Cause termination pursuant to
      Section 6(d)(v) of the Employment Agreement) as a result of your
      material breach of the Employment Agreement. Other than a for Cause
      termination, this Agreement shall supersede the termination provisions
      of the Employment Agreement.
    

    
      
        

        

      

      
        
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      13. Arbitration. In the event that there is any claim or
      dispute arising out of or relating to this Agreement, or the breach
      thereof, and the parties hereto shall not have resolved such claim or
      dispute by negotiation or mediation, then such claim or dispute shall be
      settled exclusively by binding arbitration in Fort Worth, Texas, in
      accordance with the Texas Arbitration Act and the Employment Arbitration
      Rules and Mediation Procedures of the American Arbitration Association
      then in effect.  The arbitration shall be presided over by a panel of
      three neutral arbitrators, all three of whom will be selected by mutual
      agreement of you and the Company, or, in the absence of such agreement,
      by a court of competent jurisdiction. Judgment upon the award rendered
      by such arbitrators shall be entered by a district court sitting in
      Tarrant County, Texas, upon the application of either party. Any issues
      that cannot be arbitrated, or any relief that must be sought in any
      court, will be brought exclusively in any state district court sitting
      in Tarrant County, Texas.
    

    
      14. Entire Agreement. This Agreement together with the
      agreements and plans described on Annex A constitute our entire
      agreement and supersedes any prior agreements or understandings between
      Company, Parent and you with respect to the subject matter herein,
      except for any confidentiality obligations referred to elsewhere herein.
      You acknowledge that you enter into this Agreement without reliance on
      any written or oral promise or representation, other than those
      contained in this Agreement.
    

    
      15. Severability. If any provision of this Agreement shall
      be determined by a court to be void or unenforceable, the remaining
      provisions shall remain effective and legally binding, and the void or
      unenforceable term shall be deemed not to be a part of this Agreement.
    

    
      16. Headings. The headings in each Section herein are for
      convenience of reference only and shall be of no legal effect in the
      interpretation of the terms hereof.
    

    
      17. Waiver. If you breach any term of the Agreement, any
      delay by Parent or Company in enforcing the Agreement shall not be
      deemed a waiver or acceptance. No waiver shall bind Pier 1 unless
      supported by consideration, executed in writing by the party to be
      bound, and delivered to you by an authorized officer or agent.
    

    
      18. Knowing and Voluntary Agreement. You are advised in
      writing to consult with an attorney before executing this Agreement. You
      acknowledge and agree that: (i) after you received a copy of this
      Agreement in writing you had adequate opportunity to review this
      Agreement; (ii) you fully understand its contents; (iii) you
      have been advised to consult an attorney before signing it; and
      (iv) you enter into this Agreement knowingly, voluntarily and after any
      consultations with your attorney or other advisor, as you deem
      appropriate.
    

    
      
        

        

      

      
        
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      19. Review Period, Execution and Revocation. In order for
      this Agreement to become effective, you must sign and return the
      original of this Agreement by 5:00 p.m., on September 23, 2016 (the “Due
      Date”) to Michael A. Carter at the offices of the Company.
    

    
      You acknowledge that you will have had at least 21 calendar days from
      your receipt of this Agreement on September 2, 2016 to consider whether
      to accept its terms. Any changes to this Agreement, whether material or
      immaterial, shall not restart the running of the 21-day period.
    

    
      After signing the Agreement and properly returning it to the Company,
      you shall have seven calendar days to consider whether to revoke it (the
      “Revocation Period”). If you choose to revoke this
      Agreement, you must do so by serving written notice to Pier 1 Services
      Company by facsimile at 817-252-8174, Attn: Legal Department, before the
      expiration of the Revocation Period and obtain written confirmation of
      delivery. You acknowledge that this Agreement shall become effective,
      fully enforceable and irrevocable upon the expiration of the seven-day
      period following your signing of this Agreement. This Agreement shall be
      null and void if: (i) you fail to execute and return the original of
      this Agreement on or prior to the Due Date; or (ii) you sign it within
      21 days, but revoke your execution within seven calendar days after
      signing it.
    

    
      [signature page follows]
    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, this Mutual Termination Agreement and General
      Release has been executed by each of the listed Parties below.
    

    

    


    	
          EMPLOYEE:
        	
           
        	
          PIER 1 SERVICES COMPANY,

          
            a Delaware statutory trust
          

        
	
          
            Printed Name:Alexander W. Smith
          

        	

        	
          By:
        	
           
        	
          Pier 1 Holdings, Inc., a Delaware corporation,

          
            Its managing trustee
          

        
	

        	
           
        	

        	

        	

        	

        	

        
	
          Signature:
        	

        	
          /s/ Alex Smith
        	

        	
          By:
        	

        	
          /s/ Michael A. Carter
        
	
          Date:
        	

        	
          September 6, 2016
        	

        	
          Name:
        	

        	
          Michael A. Carter
        
	
          Address:
        	

        	
          100 Pier 1 Place

          
            Fort Worth, Texas 76102
          

        	

        	
          Title:
        	

        	
          
            Executive Vice President Compliance and
General Counsel,
            Secretary
          

        
	

        	

        	

        	

        	
          
            PIER 1 IMPORTS, INC.
          

        
	

        	

        	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
          By:
        	

        	
          /s/ Terry. E. London
        
	

        	

        	

        	

        	
          Name:
        	

        	
          
            Terry E. London, Chairman of the Board of
Directors
          

        
	

        	

        	

        	

        	
          Date:
        	

        	
          September 6, 2016
        
	

        	

        	

        	

        	
          Address:
        	

        	
          100 Pier 1 Place

          
            Fort Worth, Texas 76102
          

        
	

        	

        	

        	

        	
          Attn:
        	

        	

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Annex A
    

    
      1.  Employment Agreement dated June 13, 2012
2.  Pier 1
      Imports, Inc. Supplemental Retirement Plan
3.  Participation
      Agreement (to Pier 1 Imports, Inc. Supplemental Retirement Plan) dated
      November 9, 2007 by and between Alexander W. Smith and Pier 1 Imports,
      Inc.
4.  Pier 1 Benefit Restoration Plan II and associated rabbi trust
5.  Pier
      1 Imports, Inc. Deferred Compensation Plan and associated rabbi trust
6.  Pier
      1 Associates’ 401(k) Plan
7.  Pier 1 Imports, Inc. Stock
      Purchase Plan
8.  Non-Qualified Stock Option Agreement between
      Alexander W. Smith and Pier 1 Imports, Inc.
9.  Restricted Stock
      Award Agreements between Alexander W. Smith and Pier 1 Imports, Inc.


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Exhibit A
Certification
    

    
      I re-affirm the release (the “Release”) given in Section 2
      of the Mutual Termination Agreement and General Release dated as of
      September 2, 2016 between me and Pier 1 Services Company and Pier 1
      Imports, Inc. (the “Agreement”), as if it was signed on the
      date hereof and covered all matters through the date hereof.
    

    
      I recognize that I have seven calendar days from my signing of this
      certification to revoke this certification, and that if I choose to
      revoke this certification, I must do so by serving written notice to
      Pier 1 Services Company by facsimile at 817-252-8174, Attn: Legal
      Department, before the expiration of the 7-day revocation period and
      obtain written confirmation of delivery. Any such revocation shall not
      affect the Release provided in the Agreement or the obligations therein
      to deliver a re-affirmation.
    

    

    


    	
           
        	

        
	
          Name: Alexander W. Smith

          
            Date: