RESTRICTED STOCK AWARD AGREEMENT April 11, 2014 Performance-Based Award (“e-Comm Sales”)
EXHIBIT 10.5
April 11, 2014 Performance-Based Award (“e-Comm Sales”)
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective and entered into as of April 11, 2014, by and between PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), and ______________________ (the “Grantee”).
“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., 000 Xxxx 0 Xxxxx, Xxxx Xxxxx, Xxxxx 00000.”
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.
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3. Restrictions.
(a) Certain Definitions. For purposes of this Award, the term:
“e-Commerce Sales” means the amount of Total Sales attributable to the Company’s e-Commerce sales through its website Xxxx0.xxx or similar internet-based sales.
“Fiscal Year 2017” means the fiscal year for the Company commencing February 28, 2016 and ending February 25, 2017.
“Threshold Percentage” is the percentage of e-Commerce Sales to Total Sales as set forth on the execution page hereof (the “Execution Page”).
“Total Sales” means the top-line “net sales” amount for a fiscal year as presented on the Company’s audited annual Consolidated Statements of Operations in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).
(b) Vesting. The target Performance-Based Shares under this Award is ______________ (_____________) Performance-Based Shares (the “Target Performance-Based Shares”). Provided that (x) the Company’s Total Sales for Fiscal Year 2017 exceed the Total Sales threshold amount set forth on the Execution Page, (y) the Company’s e-Commerce Sales as a percentage of Total Sales for Fiscal Year 2017 meet or exceed the Threshold Percentage, and (z) 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 Fiscal Year 2017, and subject to the other terms and conditions of this Agreement, the restrictions on the Performance-Based Shares covered by this Award shall lapse and such shares shall vest as shown in the following table:
Company's e-Commerce Sales as % of Total
Sales
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Percent of Target Performance-
Based Shares Vested
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Threshold Percentage + 4.50% and above
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250%
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Threshold Percentage + 4.25%
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225%
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Threshold Percentage + 4.00%
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200%
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Threshold Percentage + 3.50%
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175%
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Threshold Percentage + 3.00%
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150%
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Threshold Percentage + 2.00%
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125%
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Threshold Percentage + 1.00%
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100%
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Threshold Percentage
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50%
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below Threshold Percentage
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0%
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Additionally, vesting of shares between the fixed percentage points shall be interpolated. For example, if the Company’s e-Commerce Sales are the Threshold Percentage + 1.5% of Total Sales, then 112.5% of the Target Performance-Based Shares would vest. Any fractional shares created by such vesting will be rounded down to the nearest whole share.
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The determination by the Company with respect to the achieving of conditions (x) and (y) above shall be effective upon the filing of the Company’s Annual Report on Form 10-K with the SEC for Fiscal Year 2017.
(c) Termination of Employment. 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. With respect to the Performance-Based Shares for which the restrictions have not lapsed, the Grantee shall have the right to vote such shares, but shall not receive any cash dividends paid with respect to such shares. Any dividend or distribution payable with respect to the Performance-Based Shares that shall be paid in shares of Common Stock shall be subject to the same restrictions provided for herein. Any other form of dividend or distribution payable on shares of the Performance-Based Shares, and any consideration receivable for or in conversion of or exchange for the Performance-Based Shares, 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.
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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. The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated Performance-Based Shares.
[Remainder of this Page Intentionally Left Blank]
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EXECUTION PAGE OF RESTRICTED STOCK AWARD AGREEMENT
(a) The Total Sales threshold is $___________.
(b) The Threshold Percentage is ___________%.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
COMPANY: | GRANTEE: | |||
Pier 1 Imports, Inc. | ||||
By: | ||||
Xxxxxxxxx X. Xxxxx
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President and CEO
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Address: | ||||
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Email: |
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SS#:
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