This Indemnity Agreement (the “Agreement”) dated as of , 2003 by and between Pier 1 Imports, Inc, a
Delaware corporation (the “Indemnitor”) and (the “Indemnitee”).
The Indemnitee is a director and/or officer of the Indemnitor and/or an Affiliate Indemnitee (as hereinafter
defined). The Indemnitor and the Indemnitee recognize the increased risk of litigation and other claims being
asserted against directors and officers in today’s environment.
The Bylaws of the Indemnitor (the “Bylaws”) require the Indemnitor to indemnify its directors and officers as
currently provided therein, and the Indemnitee has been serving and continues to serve as a director and/or
officer of the Indemnitor in part in reliance on such provision. The Bylaws of the Indemnitor and the Delaware
General Corporation Law (the “DGCL”) permit the Indemnitor to purchase and maintain insurance or to furnish
similar protection or make other arrangements (any such insurance, protection or arrangement, an
“Indemnification Arrangement”) on behalf of the Indemnitee against personal liability (including, but not limited to,
providing for Advanced Amounts as hereinafter defined) asserted against him or incurred by or on behalf of him
in such capacity as a director or officer of the Indemnitor or as an Affiliate Indemnitee, or arising out of his status
as such, whether or not the Indemnitor would have the power to indemnify him against such liability under the
provisions of this Agreement or under the DGCL, as it may then be in effect.
In part to provide the Indemnitee with specific contractual assurance of substantial protection against personal
liability (regardless of, among other things, any amendment to or revocation of the aforementioned provision of
the Indemnitor’s Bylaws or any change in the composition of the Indemnitor’s Board of Directors or control of
the Indemnitor), the Indemnitor desires to enter into this Agreement. DGCL Section 145(f) exp