DEFERRED COMPENSATION AGREEMENT
DEFERRED COMPENSATION AGREEMENT ("Agreement") dated as of the __th day of __________,
1997, between Pier 1 Services Company, a Delaware business trust (the "Company"), and ______________
WHEREAS, Employee is currently employed by the Company;
WHEREAS, Employee's services will continue to be of substantial value to the Company; and
WHEREAS, the Company and Employee mutually desire to enter into an agreement providing for the deferral of
payment of certain of Employee's compensation for services rendered during any fiscal year of the Company.
NOW, THEREFORE, it is agreed as follows:
1. Definitions. The following terms when used in this Agreement shall have the respective meanings set forth
below unless their context clearly indicates otherwise:
A. "Compensation" means the amount of any compensation (including taxable benefits) payable by the Company
to, or accruing to the benefit of, Employee for federal income tax purposes, which is taxable to Employee with
respect to any tax year of the Company.
B. "Deferral Account" means an appropriate bookkeeping account or record maintained by the Company for the
sole purpose of measuring and determining the amounts, if any, to be paid to Employee pursuant to this
Agreement with respect to Deferred Amounts. The Deferral Account shall not constitute or be treated as an
escrow or trust fund of any kind, and Employee shall not be entitled to any amounts from the Deferred Account
except as provided in this Agreement.
C. "Deferral Date" means any date as of which a Deferred Amount (as hereinafter defined) of compensation
otherwise payable by the Company to, or accruing to the benefit of, Employee shall be deferred pursuant to the
terms of this Agreement.
D. "Deferred Amount" means, either:
(i) the amount of Compensation (excluding salary and cash reimbursements) which, when combined with all
Compensation (excluding salary and cash reimbursements) previously paid to or accrued to the benefit of