Exhibit 10.2

PIER 1 IMPORTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
For a Non-Employee Director

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made effective and entered into as of                                           , by and between PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), and                                           (the “Optionee”).

     WHEREAS, the Company adopted the Pier 1 Imports, Inc. 2006 Stock Incentive Plan (the “Plan”) in order to grant Awards to non-employee directors of the Company in order to provide them incentives in the success of the Company and to attract and retain qualified directors; and

     WHEREAS, the Optionee is a non-employee director of the Company, and the Company desires to grant an Option to purchase Common Stock to the Optionee;

     NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

     1.  Grant of Option . The Company hereby grants to the Optionee an option (“this Option”), subject to the execution of this Option Agreement, on the date (the “Option Grant Date”) set forth on the execution page hereof (the “Execution Page”) to purchase from the Company upon the terms and conditions hereinafter set forth the number of shares (the “Option Shares”) of Common Stock of the Company indicated on the Execution Page at the Exercise Price set forth on the Execution Page.

     2.  Term of Option; Exercisability . This Option is immediately fully vested and exercisable. This Option shall be exercisable in full or in part and shall remain exercisable until the Expiration Date set forth on the Execution Page (unless it is sooner terminated as hereinafter provided), at which time this Option shall expire.

     3.  Exercise of Option . Notice of the exercise of this Option or any portion thereof shall be given to the Company, or any other employee of the Company or an Affiliate who is designated by the Company to accept such notices on its behalf, specifying the number of shares for which it is exercised; provided , that no partial exercise of this Option may be for fewer than 100 shares unless the remaining shares purchasable are fewer than 100 shares. Payment of the Exercise Price shall be made in full at the time this Option is exercised. Payment shall be made (i) by certified or cashier’s check, (ii) by delivery and assignment to the Company of Common Stock owned by the Optionee that has a Fair Market Value on the first business day preceding the date this Option is exercised equal to the aggregate purchase price of the Option Shares, (iii) by irrevocably authorizing a third party to sell Option Shares and remit to the Company a sufficient portion of the sale proceeds to pay the purchase price, or (iv) by a combination of (i), (ii) or (iii). Certificates for any shares of Common Stock delivered in satisfaction of all or a portion of the Exercise Price shall be appropriately endorsed for transfer and assignment to the Company. For purposes of determining the amount, if any, of the Exercise Price satisfied by

delivery of shares of Common Stock, such shares shall be valued at Fair Market Value on the first business day preceding the date of exercise.

     4.  Termination of Option . In the event of the termination of the Optionee’s term of office as a director of the Company, this Option shall terminate in accordance with the following provisions:

	(i)		upon the death of the Optionee, the Option may be exercised by the Optionee’s estate or person who acquires the right to exercise such Option by bequest or inheritance, until the earlier of (a) the Expiration Date, or (b) the first anniversary of such death;
	(ii)		upon the disability (as such term is defined in the Company’s long-term disability plan) (a “Disability”) of the Optionee, the Option may be exercised by the Optionee, or in the case of the Optionee’s subsequent death, by the Optionee’s estate or a person who acquires the right to exercise such Option by bequest or inheritance, until the earlier of (a) the Expiration Date or (b) the first anniversary of such Disability;
	(iii)		if the Optionee ceases to be a director of the Company after attaining the age of 70, other than by reason of death, Disability or removal from office, the Option may be exercised by the Optionee until the earlier of (a) the Expiration Date or (b) the third anniversary of the date he or she ceased to be a Company director; and
	(iv)		if, other than as set forth in 4(iii) above, the Optionee resigns or his or her term of office as a director expires without the Optionee standing for re-election, this Option may be exercised by the Optionee until the earlier of (a) the Expiration Date or (b) the 91st day following such resignation or expiration; provided, that in the event of the Optionee’s subsequent death after such resignation or expiration but prior to the end of such period of exercisability, the period during which the Option may be exercised shall be extended until the earlier of (a) the Expiration Date or (b) the first anniversary of such resignation or expiration.

In no event shall this Option be exercisable to any extent by any person on or after the Expiration Date.

     5.  Non-Assignability of Option . This Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution. During the Optionee’s lifetime, this Option shall be exercisable only by the Optionee or by his guardian or legal representative. This Option shall not be subject to execution, attachment or similar process.

     6.  Compliance with Laws . The obligation of the Company to sell and issue Option Shares pursuant to this Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations applying to the authorization, issuance, sale or listing of securities.

     7.  Relationship to Plan . This Option has been granted pursuant to the Plan and is in all respects subject to the terms, conditions and definitions of the Plan, a copy of which may be obtained by the Optionee from the Secretary of the Company. In the event that any provisions of this Option Agreement shall conflict with the Plan, the provisions of the Plan shall control. The Optionee hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Optionee and any permitted transferee. Unless otherwise defined herein or unless the context requires a different definition, capitalized terms used herein shall have the meanings assigned to them in the Plan.

     8.  No Rights as Stockholder; No Rights to Employment. The Optionee shall have no rights as a stockholder of the Company; including any voting rights or any claim to dividends with respect to any Option Shares until such Option Shares are issued to the Optionee by the Company pursuant to an exercise of the Option. Nothing contained in this Option shall confer upon the Optionee any right to employment by the Company or any Affiliate.

     9.  Notices . Any notice to be provided hereunder or the Plan shall be in writing and addressed to the Company at the Company’s principal executive offices or to the Optionee at the their address shown on the Company’s records, or such other address provided to the Company by the Optionee in accordance herewith. Notice shall be given by either hand delivery, overnight courier service, facsimile transmission (promptly confirmed in writing) or certified mail (postage prepaid, return receipt requested). Notices given by hand delivery, overnight courier or facsimile transmission shall be deemed given upon delivery and notices given by mail shall be deemed given on the earlier of three days after deposit in the U.S. mail, or on the first date delivery is refused.

     10.  Governing Law . This Option Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to the principles of conflict of laws.

     11.  Successors and Assigns . This Option shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

     12.  Counterparts . This Option Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of This Page Intentionally Left Blank]

EXECUTION PAGE OF DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT

     13.  Certain Additional Information . This Paragraph sets forth certain information referred to in Paragraphs 1 and 2 of this Agreement.

	(a)		The Option Grant Date is                                           , 2006.
	(b)		The number of Option Shares is 6,000.
	(c)		The Exercise Price for each Option Share is $                      per share.
	(d)		The Expiration Date is                                           , 2016.

     IN WITNESS WHEREOF, this Non-Qualified Stock Option Agreement has been executed by the Company and the Optionee as of the Option Grant Date.

COMPANY:						OPTIONEE:
Pier 1 Imports, Inc.
By:
		Marvin J. Girouard
		Chairman and Chief Executive Officer				Soc. Sec. #
						Address:
						Email:

Exhibit 10.3

NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE PIER 1 IMPORTS, INC. 2006 STOCK INCENTIVE PLAN
For an Employee Participant

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made effective and entered into as of                                           by and between PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), and                                                                (the “Optionee”).

     WHEREAS, the Company adopted the Pier 1 Imports, Inc. 2006 Stock Incentive Plan (the “Plan”) in order to grant Awards to employees of the Company and its Affiliates in order to provide them incentives in the success of the Company and to attract and retain qualified employees; and

     WHEREAS, the Optionee renders important services to the Company or an Affiliate, and the Company desires to grant an Option (which does not constitute an Incentive Stock Option) to purchase Common Stock of the Company to the Optionee;

     NOW, THEREFORE, the Company and Optionee hereby agree as follows:

     1.  Grant of Option. The Company hereby grants to the Optionee an Option (“this Option”), subject to the execution of this Option Agreement, on the date (the “Option Grant Date”) set forth on the execution page hereof (the “Execution Page”) to purchase from the Company upon the terms and conditions hereinafter set forth the number of shares (the “Option Shares”) of Common Stock of the Company indicated on the Execution Page at the Exercise Price set forth on the Execution Page. This Option is not and shall not be treated as an Incentive Stock Option.

     2.  Term of Option; Exercisability. This Option shall become vested and exercisable in accordance with the vesting schedule set forth on the Execution Page. To the extent vested, this Option shall be exercisable in full or in part and shall remain exercisable until the Expiration Date set forth on the Execution Page (unless it is sooner terminated as hereinafter provided), at which time this Option shall expire. Notwithstanding the limitations on exercise of this Option set forth on the Execution Page, any unexercised portion of this Option shall immediately become fully vested and exercisable upon the occurrence of any of the following events prior to the termination of employment of the Optionee:

	(i)		the death of the Optionee;
	(ii)		the Optionee’s separation from employment with the Company or an Affiliate (other than separation by the Company for cause) after the earlier of (a) completing 15 years of service with the Company or any Affiliate and attaining the age of 55, or (b) attaining age 65 (a “Retirement”); or
	(iii)		the Optionee incurs a disability which qualifies under the Company’s long-term disability benefit plan (a “Disability”).

     3.  Exercise of Option. Notice of the exercise of this Option or any portion thereof shall be given to the Company, or any other employee of the Company or an Affiliate who is designated by the Company to accept such notices on its behalf, specifying the number of shares for which it is exercised; provided, that no partial exercise of this Option may be for fewer than 100 shares unless the remaining shares purchasable are fewer than 100 shares. Payment of the Exercise Price shall be made in full at the time this Option is exercised. Payment shall be made (i) by certified or cashier’s check, (ii) by delivery and assignment to the Company of Common Stock owned by the Optionee that has a Fair Market Value on the first business day preceding the date this Option is exercised equal to the aggregate purchase price of the Option Shares, (iii) by irrevocably authorizing a third party to sell Option Shares and remit to the Company a sufficient portion of the sale proceeds to pay the purchase price, or (iv) by a combination of (i), (ii) or (iii). The Company will, as soon as reasonably practicable, notify the Optionee of the amount of the minimum withholding tax, if any, that must be collected by the Company under federal, state and local law due to the exercise of this Option. The Optionee shall, prior to receiving the Option Shares purchased under this Option, satisfy the amount of the withholding tax specified in the Company’s notice by (i) certified or cashier’s check, (ii) delivery and assignment to the Company of shares of Common Stock previously owned by the Optionee having a Fair Market Value of such amount, (iii) notice to the Company of the Optionee’s election to require the Company to withhold whole Option Shares otherwise deliverable to the Optionee from the exercise of this Option, which Option Shares have a Fair Market Value of such amount, or (iv) a combination of (i), (ii) or (iii). Certificates for any shares of Common Stock delivered in satisfaction of all or a portion of the Exercise Price and the withholding tax shall be appropriately endorsed for transfer and assignment to the Company. For purposes of determining the amount, if any, of the Exercise Price satisfied by delivery of shares of Common Stock or the amount of the tax withholding satisfied by delivery of shares of Common Stock or withholding of Option Shares from the exercise of this Option, such shares shall be valued at Fair Market Value on the first business day preceding the date of exercise.

     4.  Termination of Option. In the event of the termination of the Optionee’s employment by the Company or an Affiliate, this Option shall terminate in accordance with the following provisions:

	(i)		upon the death of the Optionee, this Option may be exercised by the Optionee’s estate or a person who acquires the right to exercise such Option by bequest or inheritance, until the earlier of (a) the Expiration Date or (b) the first anniversary of such death;
	(ii)		upon the Disability of the Optionee, the Option may be exercised by the Optionee, or in the case of the Optionee’s subsequent death, by the Optionee’s estate or a person who acquires the right to exercise such Option by bequest or inheritance, until the earlier of (a) the Expiration Date or (b) the first anniversary of such Disability;
	(iii)		upon the Retirement of the Optionee, this Option may be exercised by the Optionee, or in the case of the Optionee’s subsequent death, by the Optionee’s

			estate or a person who acquires the right to exercise such Option of bequest or inheritance, until the earlier of (a) the Expiration Date or (b) the third anniversary of such Retirement;
	(iv)		upon the resignation with the consent of the Company of the Optionee’s employment with the Company or an Affiliate, this Option may be exercised by the Optionee to the extent exercisable on the date of such resignation until the earlier of (a) the Expiration Date or (b) the 91st day following such resignation; provided, that in the event of the death of the Optionee after such resignation but prior to the end of such period of exercisability, the period during which this Option may be exercised shall be extended until the earlier of (a) the Expiration Date or (b) the first anniversary of such resignation; and
	(v)		upon termination of the Optionee’s employment, other than as provided in this Paragraph 4(i), (ii), (iii), or (iv) this Option shall terminate immediately at such termination of employment.

In no event shall this Option be exercisable to any extent by any person on or after the Expiration Date. For purposes of this Option, no termination of Optionee’s employment shall occur as a result of the transfer of the Optionee between the Company and any Affiliate or between two Affiliates. The cessation of a relationship between the Company and an Affiliate with which the Optionee is employed, in which the Affiliate is no longer an Affiliate, shall constitute a termination of employment of the Optionee with the consent of the Company.

     5.  Forfeiture. The Optionee acknowledges that the granting of this Option is intended to provide incentive for the Optionee to remain in the employ of the Company (or an Affiliate) and to enhance the value of the Company over the long-term. Accordingly, the Optionee agrees that if at any time during the Optionee’s term of employment by the Company or any Affiliate, and for the period of three years thereafter if the Optionee’s termination of employment results from Retirement prior to attaining age 65, the Optionee (i) engages, directly or indirectly, in any manner or capacity, whether as owner (other than ownership of less that 5% of the outstanding equity interest of any public company), shareholder, partner, member, officer, director, employee, consultant, principal, agent or otherwise, either for the Optionee’s own benefit or the benefit of any other individual or entity, in any business or activity in those cities in North America where the Optionee’s services and duties for the Company or an Affiliate were applied, which business or activity is substantially the same as or competitive with any business or activity engaged in by the Company or any Affiliate at the time of the Optionee’s termination of employment, (ii) induces or attempts to induce any employee of the Company or any Affiliate to leave the employ of the Company or any Affiliate or in any way interferes with the employment relationship between the Company or any Affiliate and any of their employees, (iii) interferes with the relationship between the Company and any Affiliate and any of their suppliers or other business relations, (iv) discloses or misuses any confidential or proprietary information of the Company or any Affiliate, or (v) engages in any conduct related to the Optionee’s employment for which either criminal or civil penalties are obtained; then, in any such event, this Option shall immediately terminate unless sooner terminated in accordance with another provision of this Option Agreement.

     6.  Non-Assignability of Option. This Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution. During the Optionee’s lifetime, this Option shall be exercisable only by the Optionee or by his guardian or legal representative. This Option shall not be subject to execution, attachment or similar process.

     7.  Compliance with Laws. The obligation of the Company to sell and issue Option Shares pursuant to this Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations applying to the authorization, issuance, sale or listing of securities.

     8.  Relationship to Plan. This Option has been granted pursuant to the Plan and is in all respects subject to the terms, conditions and definitions of the Plan, a copy of which may be obtained by the Optionee from the Secretary of the Company. In the event that any provisions of this Option Agreement shall conflict with the Plan, the provisions of the Plan shall control. The Optionee hereby accepts this Option subject to all the terms and provisions of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Optionee and any permitted transferee. Unless otherwise defined herein or unless the context requires a different definition, capitalized terms used herein shall have the meanings assigned to them in the Plan.

     9.  No Rights as Stockholder; No Rights to Employment. The Optionee shall have no rights as a stockholder of the Company, including any voting rights or any claim to dividends with respect to any Option Shares until such Option Shares are issued to the Optionee by the Company pursuant to an exercise of the Option. Nothing contained in this Option shall confer upon the Optionee any right to continued employment by the Company or any Affiliate, or limit in any way the right of the Company or any Affiliate to terminate or modify the terms of the Optionee’s employment at any time.

     10.  Notices. Any notice to be provided hereunder or under the Plan shall be in writing and addressed to the Company at the Company’s principal executive offices or to the Optionee at their address shown on the Company’s records, or such other address provided to the Company by the Optionee in accordance herewith. Notice shall be given by hand delivery, overnight courier service, facsimile transmission (promptly confirmed in writing), or certified mail (postage prepaid, return receipt requested). Notices given by hand delivery, overnight courier or facsimile transmission shall be deemed given upon delivery and notices given by mail shall be deemed given on the earlier of three days after deposit in the U.S. mail or on the first date delivery is refused.

     11.  Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to the principles of conflict of laws.

     12.  Successors and Assigns. This Option shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

     13.  Counterparts. This Option Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of this Page Intentionally Left Blank]

EXECUTION PAGE OF NON-QUALIFIED STOCK OPTION AGREEMENT

     14.  Certain Additional Information. This Paragraph sets forth certain information referred to in Paragraphs 1 and 2 of this Agreement.

	(a)		The Option Grant Date is                                           , 2006.
	(b)		The number of Option Shares is                      .
	(c)		The Exercise Price for each Option Share is $                      per share.
	(d)		The Option shall become exercisable in the amount of 25% of the Option Shares on each of the four (4) anniversaries of the Option Grant Date.
	(e)		The Expiration Date is                                           , 2016.

     IN WITNESS WHEREOF, this Non-Qualified Stock Option Agreement has been executed by the Company and the Optionee as of the Option Grant Date.

COMPANY:						OPTIONEE:
Pier 1 Imports, Inc.
By:
		Marvin J. Girouard
		Chairman and Chief Executive Officer				Soc. Sec. #
						Address:
						Email:

Exhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT

     THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective and entered into as of                                           , by and between PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), and                                           (the “Grantee”).

     WHEREAS, pursuant to the provisions of the Pier 1 Imports, Inc. 2006 Stock Incentive Plan (the “Plan”), the Committee that administers the Plan has the authority to grant Awards under the Plan to employees of the Company; and

     WHEREAS, the Committee has determined that the Grantee be granted a Restricted Stock Award under the Plan for the number of shares and upon the terms set forth below;

     NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

     1.  Grant of Award . The Grantee is hereby granted a Restricted Stock Award under the Plan (this “Award”), subject to the terms and conditions hereinafter set forth, with respect to                      restricted shares of Common Stock. Restricted shares of Common Stock covered by this Award shall be represented by a stock certificate registered in the Grantee’s name, or designated for the Grantee on the records of the Company’s transfer agent. Each stock certificate issued shall bear the following or a similar legend:

“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 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., 100 Pier 1 Place, Fort Worth, Texas 76102.”

Any Common Stock certificates 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 the restricted shares of Common Stock covered by this Award.

     2.  Transfer Restrictions . Except as expressly provided herein, this Award and the restricted shares of Common Stock issued with respect to this Award are non-transferable otherwise than by will or by the laws of descent and distribution, and may not otherwise be assigned, pledged or hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, this Award shall immediately become null and void and the restricted shares of Common Stock relating thereto shall be forfeited.

     3. Restrictions . The restrictions on the shares of Common Stock covered by this Award shall lapse and such shares shall vest at the rate of (i) thirty-three percent (33%) of such shares on

the first anniversary date of grant of this Award, (ii) thirty-three percent (33%) of such shares on the second anniversary date of grant of this Award, and (iii) thirty-four percent (34%) of such shares on the third anniversary of the date of grant of this Award. 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 shares of Common Stock covered by this Award as to which the restrictions thereon shall not have lapsed, 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 . During the period in which the restrictions provided herein are applicable to the Common Stock covered by this Award, the Grantee shall have the right to vote such shares and to receive any cash dividends paid with respect to such shares. Any dividend or distribution payable with respect to restricted shares of Common Stock covered by this Award that shall be paid in shares of Common Stock shall be subject to the same restrictions provided for herein. Any dividend or distribution (other than cash or Common Stock) payable on shares of the restricted shares of Common Stock covered by this Award, and any consideration receivable for or in conversion of or exchange for the restricted shares of Common Stock covered by this Award, 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.

     5.  Distribution Following End of Restrictions . Upon the expiration of the restrictions provided in Section 3 hereof as to any portion of the restricted shares of Common Stock covered by this Award, the Company will cause a certificate evidencing such amount of Common Stock to be delivered to the Grantee (or in the case of his death after such events cause such certificate to be delivered to his or her legal representative, beneficiary or heir) free of the legend regarding transferability; provided, however, that the Company shall not be obligated to issue any fractional shares of Common Stock.

     6.  Tax Withholding . The obligation of the Company to deliver any certificate to the Grantee pursuant to Section 5 hereof shall be subject to the receipt by the Company from the Grantee of any minimum withholding taxes required as a result of the grant of the Award or lapsing of restrictions thereon. The Grantee may satisfy all or part of such withholding tax requirement by electing to require the Company to purchase that number of unrestricted shares of Common Stock designated by the Grantee at a price equal to the Fair Market Value on the date of lapse of the restrictions or, if the Common Stock did not trade on such day, on the first preceding day on which trading occurred. The Company shall have the right, but not the obligation, to sell or withhold such number of unrestricted shares of Common Stock distributable to the Grantee as will provide assets for payment of any tax so required to be paid by the Company for Grantee unless, prior to such sale or withholding, Grantee shall have paid to the Company the amount of such tax. Any balance of the proceeds of such a sale remaining after the payment of such taxes shall be paid over to Grantee.

In making any such sale, the Company shall be deemed to be acting on behalf and for the account of Grantee.

     7.  Securities Laws Requirements . The Company shall not be required to issue shares pursuant to this Award unless and until (a) such shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) the Company has complied with applicable federal and state securities laws. The Committee may require the Grantee to furnish to the Company, prior to the issuance of any shares of Common Stock in connection with this Award, an agreement, in such form as the committee may from time to time deem appropriate, in which the Grantee represents that the shares acquired by him under this Award are being acquired for investment and not with a view to the sale or distribution thereof.

     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.

     IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award Agreement here on the date first above written.

COMPANY:						GRANTEE:
Pier 1 Imports, Inc.
By:
						Soc. Sec. #
						Address:
						Email:

Exhibit 10.5

RESTRICTED STOCK AWARD AGREEMENT

     THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made effective and entered into as of                                           , by and between PIER 1 IMPORTS, INC., a Delaware corporation (the “Company”), and                                           (the “Grantee”).

     WHEREAS, pursuant to the provisions of the Pier 1 Imports, Inc. 2006 Stock Incentive Plan (the “Plan”), the Committee that administers the Plan has the authority to grant Awards under the Plan to employees of the Company; and

     WHEREAS, the Committee has determined that the Grantee be granted a Restricted Stock Award under the Plan for the number of shares and upon the terms set forth below;

     NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

     1.  Grant of Award . The Grantee is hereby granted a Restricted Stock Award under the Plan (this “Award”), subject to the terms and conditions hereinafter set forth, with respect to                      restricted shares of Common Stock. Restricted shares of Common Stock covered by this Award shall be represented by a stock certificate registered in the Grantee’s name, or designated for the Grantee on the records of the Company’s transfer agent. Each stock certificate issued shall bear the following or a similar legend:

“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 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., 100 Pier 1 Place, Fort Worth, Texas 76102.”

Any Common Stock certificates 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 the restricted shares of Common Stock covered by this Award.

     2.  Transfer Restrictions . Except as expressly provided herein, this Award and the restricted shares of Common Stock issued with respect to this Award are non-transferable otherwise than by will or by the laws of descent and distribution, and may not otherwise be assigned, pledged or hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, this Award shall immediately become null and void and the restricted shares of Common Stock relating thereto shall be forfeited.

     3.  Restrictions . The restrictions on the shares of Common Stock covered by this Award shall lapse and such shares shall fully vest on the date of filing of the Company’s annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) for the fiscal year ending February 28, 2009 provided that (i) the cumulative earnings before interest, taxes, depreciation and

amortization, from all domestic and international operations, but not including discontinued operations nor unusual or non-recurring items, each and all as determined by the Committee, or a subcommittee of such Committee, for the Company’s three (3) fiscal years commencing on February 26, 2006 and ending on February 28, 2009, equals or exceeds three hundred thirty-one million dollars ($331,000,000.00) (the “EBITDA Performance Measure”), and (ii) the Grantee is employed by the Company or an Affiliate as of such date. 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 shares of Common Stock covered by this Award as to which the restrictions thereon shall not have lapsed, 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 . During the period in which the restrictions provided herein are applicable to the Common Stock covered by this Award, the Grantee shall have the right to vote such shares and to receive any cash dividends paid with respect to such shares. Any dividend or distribution payable with respect to restricted shares of Common Stock covered by this Award that shall be paid in shares of Common Stock shall be subject to the same restrictions provided for herein. Any dividend or distribution (other than cash or Common Stock) payable on shares of the restricted shares of Common Stock covered by this Award, and any consideration receivable for or in conversion of or exchange for the restricted shares of Common Stock covered by this Award, 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.

     5.  Distribution Following End of Restrictions . Upon attainment of the EBITDA Performance Measure and the expiration of the restrictions provided in Section 3 hereof as to the restricted shares of Common Stock covered by this Award, the Company will cause a certificate evidencing such amount of Common Stock to be delivered to the Grantee (or in the case of his death after such events cause such certificate to be delivered to his or her legal representative, beneficiary or heir) free of the legend regarding transferability; provided, however, that the Company shall not be obligated to issue any fractional shares of Common Stock. If the EBITDA Performance Measure is not attained as provided in Section 3 hereof, then ownership of all shares of Common Stock covered by this Award shall vest in the Company on the date of filing of the Company’s annual report on Form 10-K with the SEC for the fiscal year ending February 28, 2009.

     6.  Tax Withholding . The obligation of the Company to deliver any certificate to the Grantee pursuant to Section 5 hereof shall be subject to the receipt by the Company from the Grantee of any minimum withholding taxes required as a result of the grant of the Award or lapsing of restrictions thereon. The Grantee may satisfy all or part of such withholding tax requirement by electing to require the Company to purchase that number of unrestricted shares of Common Stock designated by the Grantee at a price equal to the Fair Market Value on the date of lapse of the restrictions or, if the Common Stock did not trade on such day, on the first preceding day on which

trading occurred. The Company shall have the right, but not the obligation, to sell or withhold such number of unrestricted shares of Common Stock distributable to the Grantee as will provide assets for payment of any tax so required to be paid by the Company for Grantee unless, prior to such sale or withholding, Grantee shall have paid to the Company the amount of such tax. Any balance of the proceeds of such a sale remaining after the payment of such taxes shall be paid over to Grantee. In making any such sale, the Company shall be deemed to be acting on behalf and for the account of Grantee.

     7.  Securities Laws Requirements . The Company shall not be required to issue shares pursuant to this Award unless and until (a) such shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) the Company has complied with applicable federal and state securities laws. The Committee may require the Grantee to furnish to the Company, prior to the issuance of any shares of Common Stock in connection with this Award, an agreement, in such form as the committee may from time to time deem appropriate, in which the Grantee represents that the shares acquired by him under this Award are being acquired for investment and not with a view to the sale or distribution thereof.

     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.

     IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award Agreement here on the date first above written.

COMPANY:						GRANTEE:
Pier 1 Imports, Inc.
By:
						Soc. Sec. #
						Address:
						Email: