UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 9, 2007
(Date of earliest event reported)
PIER 1 IMPORTS, INC.
(Exact name of registrant as specified in charter)
Delaware 1-7832 75-1729843
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
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100 Pier 1 Place
Fort Worth, Texas 76102
(Address of principal executive offices
and zip code)
(817) 252-8000
(Registrant's telephone
number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) Pursuant to sections 4(d) and 4(e) of the employment agreement dated February 19, 2007 between Alexander W. Smith, Chief Executive Officer and President, and Pier 1 Imports, Inc. (the "Company"), the parties agreed that, among other things, Mr. Smith would receive all perquisites which the Company provides to its senior executives, including participation in the Company's 1995 supplemental retirement plan at the same level as Mr. Smith's accrued benefits at present value under the supplemental executive retirement plan of his former employer, or, if it were unable to do so, the Company would provide Mr. Smith with a mutually agreeable substitute of equivalent value.
Effective November 9, 2007, based on a recommendation of the Compensation Committee, and approval of such recommendation by the Board (other than Mr. Smith), Mr. Smith and the Company entered into a participation agreement for Mr. Smith to participate in the Pier 1 Imports, Inc. Supplemental Retirement Plan (the "Plan"). The Plan is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 24, 2007, which description is incorporated by reference herein. Pursuant to the participation agreement, which is attached as an exhibit, Mr. Smith has entered the Plan as of the date of his employment agreement, has been credited with certain Years of Plan Participation and Years of Credited Service (as both terms are defined in the Plan) and has been granted the right to elect from payment options for his accrued benefit. Mr. Smith's participation in the Plan and the calculation of his benefits under the Plan will not be subject to the Plan's cap on supplemental retirement benefits paid annually to any participant in the Plan. Except as otherwise set forth in the participation agreement, Mr. Smith's participation in the Plan is subject to all of the terms of the Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Participation Agreement dated November 9, 2007 by and between Alexander W. Smith and Pier 1 Imports, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PIER 1 IMPORTS, INC.
Date: November 9, 2007 By: /s/ Michael A. Carter
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Michael A. Carter, Senior Vice
President and General Counsel
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Exhibit 10.1
PIER 1 IMPORTS
Supplemental Retirement Plan
PARTICIPATION AGREEMENT
This Participation Agreement ("Agreement") is made and entered into as of this ________ day of November, 2007, by and between Pier 1 Imports, Inc. ("Pier 1") and Alexander W. Smith (the "Participant"). Except as otherwise set forth herein, this Agreement is subject to all of the terms of the Pier 1 Imports, Inc. Supplemental Retirement Plan restated as of January 1, 2005 (the "Plan"). All terms used in this Agreement, unless specifically defined herein, have the same meanings attributed to them in the Plan. The Committee and the Board have approved the Participant as a Plan Participant. The Participant elects to participate in the Plan. Pier 1 and the Participant agree to the following terms and conditions:
A. Notwithstanding the terms of the Plan, the Participant's (i) Years of Credited Service shall be deemed to be an additional 6.67 as of February 19, 2007, and (ii) Years of Plan Participation shall be deemed to be 10.
B. The $500,000.00 cap set forth in Subsection 4.1 of the Plan shall not apply to the Participant.
C. The Plan provides that the Supplemental Retirement Benefit shall be paid in a monthly single life annuity for the Participant's life unless an alternate form of payment is elected. Notwithstanding the terms of the Plan, the Participant shall be entitled to elect in writing that the Supplemental Retirement Benefit be paid in a lump sum. The Participant hereby elects to receive benefits from the Plan in the following form payable at the time or commencing payment at the time specified in the Plan:
[_] A lump sum.
[_] A monthly joint and survivor annuity with payment continued to the survivor* at one hundred percent (100%).
[_] A monthly joint and survivor annuity with payment continued to the survivor* at fifty percent (50%) of the amount paid to Participant.
* The "survivor" is the "Beneficiary" as defined in the Plan.
The payment election made pursuant to this paragraph C shall be irrevocable following Participant's initial execution of this Agreement except that the Participant may by written notice to Pier 1 change such election to another form of payment allowed under the Plan (a "Change Election") subject to the following conditions:
(i) The Change Election will not take effect until at least 12 months after the date on which the election is made;
(ii) If the Change Election relates to a payment other than a payment on account of disability or death (as such terms are defined under the regulations promulgated pursuant to Section 409A of the Code), the payment or commencement of payment will be deferred for a period of 5 years after the date such payment or commencement of payment is originally scheduled to occur; and
(iii) If the Change Election relates to a payment which is defined as a payment at a specified time or pursuant to a fixed schedule under the regulations promulgated pursuant to Section 409A of the Code, the Change Election may not be made less than 12 months before the date the payment was originally scheduled to be paid or, if applicable, was originally scheduled to commence payment.
D. If the Participant elects a lump sum payment in paragraph C above, then the lump sum payment shall be the Actuarial Equivalent of the basic form of benefit payment of the Supplemental Retirement Benefit determined under Article IV of the Plan.
Participant:
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Alexander W. Smith Date
Pier 1 Imports, Inc.
By:
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Date
Its:
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Printed name:
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