Exhibit 10.6


 


FIRST
AMENDMENT TO PIER 1 IMPORTS, INC.


2006 STOCK INCENTIVE PLAN (OMNIBUS PLAN)


RESTATED AS AMENDED THROUGH MARCH 25,
2008


 


WHEREAS,
Pier 1 Imports, Inc. has heretofore adopted the Pier 1 Imports, Inc.
2006 Stock Incentive Plan (the “Plan”) effective March 23, 2006;


 


WHEREAS, the Plan
was restated as amended through March 25, 2008;


 


NOW, THEREFORE, the
Plan is amended as follows:


 


1.           Subsection (a) of Paragraph XI
of the Plan is replaced with the following for Director Deferred Stock Unit Awards
credited after December 31, 2008:


 


“(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.”


 


2.           The
following sentence shall be added to the end of subsection (c) of
Paragraph XI of the Plan:


 


“Deferred stock units shall be paid in cash within such thirty (30) day
period to the extent applicable Plan limitations at such time preclude Plan
distributions of Common Stock.”


 


3.           All terms used in
this First Amendment, unless specifically defined herein, have the same
meanings attributed to them in the Plan. As amended hereby, the Plan is
specifically ratified and reaffirmed.


 


IN WITNESS WHEREOF,
the party hereto has caused this First Amendment to be executed effective as of
December 15, 2008.


 


	
   

  	
  PIER 1 IMPORTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Michael A. Carter