PIER 1 IMPORTS, INC.
MANAGEMENT RESTRICTED STOCK PLAN
1. Purpose. The purpose of the Pier 1 Imports, Inc. Management Restricted Stock Plan (the "Plan") is to further
the growth and profitability of the Company by offering incentives to those key management personnel, who have
the capacity for contributing in substantial measure toward the growth and profitability of the Company and to
attract and retain such key employees.
2. Definitions. For purposes of the Plan the following terms shall have the indicated meanings unless otherwise
expressly provided or unless the context otherwise requires:
"Award" means an award of Restricted Stock pursuant to the provisions of the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means Compensation Committee of the Board or the Committee appointed by the Board to
administer the Plan in accordance with Section 3 hereof.
"Company" means Pier 1 Imports, Inc., a Delaware corporation.
"Employee" means any individual employed by the Company or any Subsidiary.
"Grantee" means an Employee to whom an Award has been granted hereunder.
"Permanent Disability" means permanent and total disability of the Grantee, as determined by the Committee in its
sole discretion and in accordance with uniform and non-discriminatory standards adopted by the Committee.
"Restricted Stock" means the Shares awarded upon the terms and conditions and subject to the restrictions set
forth in Section 6.
"Restricted Stock Agreement" means the agreement pursuant to which Restricted Stock is issued in accordance
with Section 6.
"Retirement" means, in the case of an Employee, a Termination of Employment by reason of the Employee's
retirement at or after his or her normal retirement date under the Company's Retirement plan.
"Shares" means shares of Common Stock, par value $1.00 per share, of the Company.
"Subsidiary" means any corporation the majority of the outstanding voting stock of which is owned, directly or
indirectly, by the Company.