Exhibit 10.2
    

    

    

    
      RESTRICTED STOCK AWARD AGREEMENT
APRIL
      9, 2010 PERFORMANCE-BASED AWARD
    

    

    

    
      THIS RESTRICTED STOCK AWARD AGREEMENT
      (this “Agreement”)
      is made effective and entered into as of April 9, 2010,
      by and between PIER 1 IMPORTS,
      INC., a Delaware corporation (the “Company”),
      and ______________________ (the “Grantee”).
    

    
      WHEREAS, pursuant to the provisions of the
      Pier 1 Imports, Inc. 2006 Stock Incentive Plan, as restated and amended
      (the “Plan”),
      the Committee that administers the Plan has the authority to grant
      Awards under the Plan to employees of the Company and its Affiliates; and
    

    
      WHEREAS, the Committee has determined that
      the Grantee be granted a Restricted Stock Award under the Plan for the
      number of shares and upon the terms set forth below;
    

    
      NOW, THEREFORE, the Company and the
      Grantee hereby agree as follows:
    

    
      1.        Grant
      of Award.  The Grantee is
      hereby granted a Restricted Stock Award under the Plan (this “Award”),
      subject to the terms and conditions hereinafter set forth, with respect
      to __________________________________________________(__________)
      restricted shares of Common Stock (the “Performance-Based
      Shares”).  Restricted shares of
      Common Stock covered by this Award shall be represented by a stock
      certificate registered in the Grantee’s name, or by uncertificated
      shares designated for the Grantee in book entry form on the records of
      the Company’s transfer agent subject to the restrictions set forth in
      this Agreement.  Any stock certificate issued shall bear the following
      or a similar legend:
    

    
      “The transferability of this certificate
      and the shares of Common Stock represented hereby are subject to the
      terms, conditions and restrictions (including forfeiture) contained in
      the Pier 1 Imports, Inc. 2006 Stock Incentive Plan, as restated and
      amended, and the Restricted Stock Award Agreement entered into between
      the registered owner and Pier 1 Imports, Inc.  A copy of such plan and
      agreement is on file in the offices of Pier 1 Imports, Inc., 100 Pier 1
      Place, Fort Worth, Texas 76102.”
    

    
      Any Common Stock certificates or
      book-entry uncertificated shares evidencing such shares shall be held in
      custody by the Company or, if specified by the Committee, with a third
      party custodian or trustee, until the restrictions thereon shall have
      lapsed, and, as a condition of this Award, the Grantee shall deliver a
      stock power, duly endorsed in blank, relating to any certificated
      restricted shares of Common Stock covered by this Award.
    

    
      2.        Transfer
      Restrictions.  Except as
      expressly provided herein, this Award and the restricted shares of
      Common Stock issued with respect to this Award are non-transferable
      otherwise than by will or by the laws of descent and distribution, and
      may not otherwise be assigned, pledged or hypothecated or otherwise
      disposed of and shall not be subject to execution, attachment or similar
      process.  Upon any attempt to effect any such disposition, or upon the
      levy of any such process, this Award shall immediately become null and
      void and the restricted shares of Common Stock relating thereto shall be
      forfeited.
    

    
      3.        Restrictions.  The
      restrictions on ____________________________(__________) shares of the
      Performance Based Shares shall lapse and such shares shall vest provided
      that (x) the Company satisfies the EBITDA (as hereinafter defined)
      target for the fiscal year of the Company ending February 26, 2011, and
      (y) the Grantee is employed by the Company or an Affiliate on the date
      of filing of the Company’s Annual Report on Form 10-K with the
      Securities  and Exchange Commission (the “SEC”)
      for the fiscal year ending February 26, 2011.
    

    
      The restrictions on
      __________________________________(_________) shares of the Performance
      Based Shares shall lapse and such shares shall vest provided that (x)
      the Company satisfies the EBITDA target for the fiscal year of the
      Company ending February 25, 2012, and (y) the Grantee is employed by the
      Company or an Affiliate on the date of filing of the Company’s Annual
      Report on Form 10-K with the SEC for the fiscal year ending February 25,
      2012.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      The restrictions on
      ___________________________________(________) shares of the Performance
      Based Shares shall lapse and such shares shall vest provided that (x)
      the Company satisfies the EBITDA target for the fiscal year of the
      Company ending March 2, 2013, and (y) the Grantee is employed by the
      Company or an Affiliate on the date of filing of the Company’s Annual
      Report on Form 10-K with the SEC for the fiscal year ending March 2,
      2013.
    

    
      An EBITDA target for a fiscal year is the
      target established by the Board or the Committee prior to or within the
      first quarter of each applicable fiscal year (the “Performance
      Measure”).  “EBITDA” shall mean
      the Company's adjusted consolidated operating cash earnings before
      interest, taxes, depreciation and amortization from all domestic and
      international operations, but not including discontinued operations,
      unusual or non-recurring charges nor recurring non-cash items, each as
      determined by the Committee.
    

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

    
      100% of the EBITDA target – 100% of the
      shares;
    

    
      96% of the EBITDA target – 90% of the
      shares;
    

    
      92% of the EBITDA target – 80% of the
      shares;
    

    
      88% of the EBITDA target – 70% of the
      shares;
    

    
      84% of the EBITDA target – 60% of the
      shares; and
    

    
      80% of the EBITDA target – 50% of the
      shares.
    

    
      Additionally, vesting of shares between
      the fixed percentage points of the EBITDA target for a given Company
      fiscal year shall be interpolated.  For example, if 94% of the EBITDA
      target is achieved, then 85% of the shares would vest.  Any fractional
      shares created by such vesting will be rounded down to a whole share
      number.
    

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

    
      The determination by the Company with
      respect to the achieving of the EBITDA targets for vesting of the
      Performance-Based Shares shall occur upon the filing of the Company's
      Annual Report on Form 10-K with the SEC for each respective Company
      fiscal year.
    

    
      Upon termination of employment of the
      Grantee with the Company or any Affiliate of the Company (or the
      successor of any such company) for any reason, the Grantee shall forfeit
      all rights in the Performance Based Shares to the extent not vested, and
      the ownership of such shares shall immediately vest in the Company.  For
      purposes of this Award, no termination of Grantee’s employment shall
      occur as a result of the transfer of Grantee between the Company and any
      Affiliate or as a result of the transfer of the Grantee between two
      Affiliates.  The cessation of a relationship between the Company and an
      Affiliate with which the Grantee is employed whereby such company is no
      longer an Affiliate shall constitute a termination of employment of the
      Grantee.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      4.        Voting
      and Dividend Rights.  During
      the period in which the restrictions provided herein are applicable to
      the Common Stock covered by this Award, the Grantee shall have the right
      to vote such shares and to receive any cash dividends paid with respect
      to such shares.  Any dividend or distribution payable with respect to
      restricted shares of Common Stock covered by this Award that shall be
      paid in shares of Common Stock shall be subject to the same restrictions
      provided for herein. Any dividend or distribution (other than cash or
      Common Stock) payable on shares of the restricted shares of Common Stock
      covered by this Award, and any consideration receivable for or in
      conversion of or exchange for the restricted shares of Common Stock
      covered by this Award, unless otherwise determined by the Committee,
      shall be subject to the terms and conditions of this Restricted Stock
      Award Agreement or with such modifications thereof as the Committee may
      provide in its absolute discretion.
    

    
      5.        Distribution
      Following End of Restrictions.  Upon
      attainment of the Performance Measure and the expiration of the
      restrictions provided in Section 3 hereof as to the restricted shares of
      Common Stock covered by this Award, the Company in its sole discretion
      will either cause a certificate evidencing such amount of Common Stock
      to be delivered to the Grantee (or in the case of his death after such
      events cause such certificate to be delivered to his or her legal
      representative, beneficiary or heir) or provide book-entry
      uncertificated shares designated for the Grantee (or, in the case of his
      death after such events, provide book-entry uncertificated shares
      designated for Grantee's legal representative, beneficiary or heir) on
      the records of the Company's transfer agent free of the legend or
      restriction regarding transferability, as the case may be; provided,
      however, that the Company shall
      not be obligated to issue any fractional shares of Common Stock.  
    

    
      6.        Tax
      Withholding.  The obligation of
      the Company to deliver any certificate or book-entry uncertificated
      shares to the Grantee pursuant to Section 5 hereof shall be subject to
      the receipt by the Company from the Grantee of any minimum withholding
      taxes required as a result of the grant of the Award or lapsing of
      restrictions thereon.  The Grantee may satisfy all or part of such
      withholding tax requirement by electing to require the Company to
      purchase that number of unrestricted shares of Common Stock designated
      by the Grantee at a price equal to the Fair Market Value on the date of
      lapse of the restrictions or, if the Common Stock did not trade on such
      day, on the first preceding day on which trading occurred.  The Company
      shall have the right, but not the obligation, to sell or withhold such
      number of unrestricted shares of Common Stock distributable to the
      Grantee as will provide assets for payment of any tax so required to be
      paid by the Company for Grantee unless, prior to such sale or
      withholding, Grantee shall have paid to the Company the amount of such
      tax.  Any balance of the proceeds of such a sale remaining after the
      payment of such taxes shall be paid over to Grantee.  In making any such
      sale, the Company shall be deemed to be acting on behalf and for the
      account of Grantee.
    

    
      7.        Securities
      Laws Requirements.  The Company
      shall not be required to issue shares pursuant to this Award unless and
      until (a) such shares have been duly listed upon each stock exchange on
      which the Company’s Common Stock is then listed; and (b) the Company has
      complied with applicable federal and state securities laws.  The
      Committee may require the Grantee to furnish to the Company, prior to
      the issuance of any shares of Common Stock in connection with this
      Award, an agreement, in such form as the committee may from time to time
      deem appropriate, in which the Grantee represents that the shares
      acquired by him under this Award are being acquired for investment and
      not with a view to the sale or distribution thereof.
    

    
      8.        Incorporation
      of Plan Provisions.  This
      Restricted Stock Award Agreement is made pursuant to the Plan and is
      subject to all of the terms and provisions of the Plan as if the same
      were fully set forth herein, and receipt of a copy of the Plan is hereby
      acknowledged.  Capitalized terms not otherwise defined herein shall have
      the same meanings set forth for such terms in the Plan.
    

    
      9.        Miscellaneous.  This
      Restricted Stock Award Agreement (a) shall be binding upon and inure to
      the benefit of any successor of the Company, (b) shall be governed by
      the laws of the State of Delaware, and any applicable laws of the United
      States, and (c) may not be amended without the written consent of both
      the Company and the Grantee.  No contract or right of employment shall
      be implied by this Agreement, nor shall this Agreement interfere with or
      restrict in any way the rights of the Grantee’s employer to discharge
      the Grantee at any time for any reason whatsoever, with or without cause.
    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

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

    

    

    
    	
          COMPANY:
        	
           
        	
          GRANTEE:
        
	

        	

        	

        	

        	
           
        
	
          Pier 1 Imports, Inc.
        	

        	

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	
          
            By:
          

        	
           
        	

        	
           
        
	
          
             
          

        	
          
            Alexander W. Smith
          

        	

        	
          (Name)
        
	
          
             
          

        	
          
            President and CEO
          

        	

        	

        	

        
	

        	

        	

        	
          Address:
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Email:
          

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            SS#: