Exhibit 10.1

1 00 P i e r 1 P lace

Fo r t W o rt h, TX 76102

PO Box 9 61020

Fort Wort h , TX 7 6161 - 0020

P 817. 25 2 . 8000

pierl . com

June 21, 2017

Bhargav J. Shah

Dear Bhargav,

This letter confirms the offer of employment with Pier 1 Services Company ( " P i er 1 Imports" or "the Company") for the position of Senior Vice President, Chief Information Officer, in Fort Worth, Texas . The position reports to the President and Ch i ef Executive Officer at a starting base salary of $425 , 000 per year ($16,346.15 bi - weekly) ; in each case subject to required withholdings for applicable taxes and voluntary pay deductions pursuant to the terms of this l etter.

Pier 1 Imports' offer is made given your indicat i on that you are not sub j ect to any arrangement, agreement or restr i ction that would prec l ude you i n any way from accepting employment w i th Pier 1 Imports whether serving in the above position or another position with the Company . This offer of employment is also contingent upon the completio n , receipt and rev i ew of all references and background checks current l y underway , each subject to the Company ' s approval and upon receiving the approval of this offer of employment by the Company's Compensation Committee of the Board of Directors.

Your pos i tion w i th Pier 1 Imports entitles you to participate in the F i scal 2018 annua l short - term performance plan. Your participation will be at a 75 % of base salary bonus target level, and will be pro­ rated from your date of hire . The incentive will be described i n an award agreement which w i ll be de l ivered to you upon commencement o f employment. Your participat i on in the annual incentive plan is subject to the terms and conditions of that award agreement and the governing plan document.

As an off i cer of Pier 1 Imports , you will also be eligible to participate in the Company's Fiscal 2018 l ong ­ term i ncent i ve plan . For Fiscal 2018 , the equity awards will cons i st of a targe t n umber of shares of rest r icted stock valued on t he date of gran t expected t o be the first business date following your employment commencement (based on the 30-day trailing average of the closing pr i ce of P i er 1 Imports' stock) at approximately $425 , 000, w i th 40 % of the g r ant being time-based shares and 60 % being performance-based shares . Vesting rates , performance measure(s) and allocation of the performance - based shares among spec ifi c pe rf o r ma nc e measures will be described in an award agreement which will be delivered to you upon commencement of employment.

To partia lly offset any forfeit ed short-term in ce nti ve opportuni t y you may i ncur in transitionin g t o Pier 1 Imports' Fiscal 2018 short - term incentive plan, the Company agrees to provide a one-time cash payment of $150 , 000 , less applicable tax w i thholdings, payable within 30 days of its Fis ca l 2018 year end, pro vide d you remai n acti ve ly employed an d, have substantially completed the physical rel ocati o n of your family to the Dallas-Fort Wo rth a rea .

As an associate of Pier 1 Imports, you w ill be eligible in April, 2018 for an annual performance review wi t h pay consideration. Fu rt her, at that time co nsid eration will be given to re -e valuating the title of y our role to the level of E xec ut ive Vice President.

Upon satisfaction of normal waiting periods you w i l l b e eligible for participation in our employee gro u p insuranc e p l a ns that i nclud e a manage d health plan, long-term disa b ility, d e ntal ins ur ance, accident insurance, vision and life insuranc e , and a prescription drug p la n . As an associate, you will also r ece ive a 25% discount on al l Pier 1 Imports merchandise.

Additionally, we r ecog nize that you may have a need for transitional medical coverage and Pier 1 Imports is prepared to reimburse you for your COBRA pa ym ent (less r e qui r ed withho l dings) until you become el i gi ble for P ie r 1 Imports gr oup insurance.

Upon satisfaction of the current wa iting p er i od of sixty d ay s, you will be el igi ble to participate in t h e Company's 401(k) retireme nt plan. Thi s plan currently offers m an dato ry employer matching contributions based on your pre - t ax cont rib utions to the plan . T he match is 100 % of the first 1 % of your eligible compensation to t h e p lan and 50 % of the next 4% of yo ur e li gib le compensation contributed to the plan. Fo r examp l e, if you ch oo se to contribute 5% of yo ur e l igible compensat io n, Pie r 1 Imports would make a m atching employer contribution, eac h pay p eriod, at 3% of your el igible compensa tion , to your plan account. The d etails of the p l an, including the vesting sc hedul e will be provided t o you upon employment in the 4 01(k) Summary Plan Description.

After sixty d ays of continuous employment, you wil l a l so be eligib le to pa rt i cipate i n th e Pie r 1 Imports, Inc. Stock Purchase Plan, an after-tax plan. This plan offer s an employe r matching contribution. Yo u may contribute up to 20% of your el i g ib le compensation to thi s p lan. Pier 1 I mpo rts will match that contrib u tion at 25 % and your deferral plus the match will be used to purc h ase Pie r 1 I mpo rt s stock for yo ur account. Details of this benefit will be provided to you up on employment.

As a Senior Vi ce Preside nt at Pier 1 I m ports, after sixty days of e m ployment, you are also elig ibl e to participate i n the Pier 1 Imports, In c. Deferred Compensation Plan. The Company will make a matching con tribution , a lloc a t ed to deemed inv es t m ent ba l ance(s) selected by yo u , based u pon e l ec tiv e deferrals of your compensation. Th e match is 100% of the fi r st 1% of elig i b l e compensa ti on deferred and 50% of the next 4% of eligible compens ation deferred. The det ai l s of the plan, including the v es tin g schedu l e and a su mm a ry description will b e provided to you upon emp l oy m ent.

Upon commencement of emp loym e nt, you will be el igible for four weeks of vacat i on t o ex pir e at th e end of t he curre n t fiscal year (Fiscal 201 8 ). In addition, after six months of continued emp lo ymen t , you w i ll be granted two floating holidays .

You w il l be e li g ibl e fo r r e l ocation benefits of up to $90 , 000 in accordance w i th the Company's stan d ard r elocatio n po licy. Administration of th e Company's relocation p l an is through TR C , the Company’s relocation vendor.

Your employment with Pier 1 Imports will be " at will" and is subject to Pier 1 Imports' terms and conditions of employment set forth in our associate handbook.

We are very excited about the opportun i ties ava i lable for you at the Pier 1 I m ports. If you have any questions, comments or concerns, please call me. My office number is _. My cellular number is _.

If this letter correctly sets forth your understand i ng of Pier 1 Impo r t s' offer of employment, then please sign where indicated below to acknowledge your acceptance and return a copy to me.

Sincerely,

/s/ Gregory S. Humenesky                                        

Executive Vice President, Human Resources

Pier 1 Services Company

By: Pier 1 Holdings, Inc., its managing trustee

Agreed to:

Cc: Alasda ir J ames

Exhibit 10.2

AGREEMENT FOR SEVERANCE BENEFITS AND

FOR RELEASE, WAIVER AND NONDISCLOSURE

WHEREAS, heretofore Catherine David Buley is or has been an employee of Pier 1 Services Company;

WHEREAS, the employment relationship between Catherine David Buley and Pier 1 Services Company has been discontinued effective May 1, 2018;

WHEREAS, severance benefits will benefit Catherine David Buley during the transition following discontinuation of her employment;

WHEREAS, Pier 1 Services Company has agreed to extend severance benefits to Catherine David Buley, and in exchange, Catherine David Buley has agreed to release and waive all claims and damages relating to her employment and the discontinuation thereof;

WHEREAS, Catherine David Buley represents that she has not assigned, sold, conveyed or transferred any claims of the type described below to third parties including, but not limited to, attorneys; and

WHEREAS, Catherine David Buley, on behalf of herself and her agents, assigns, relatives, spouse (if any) and related persons (hereinafter collectively referred to as "Employee"), and Pier 1 Services Company on behalf of itself and its parent(s), subsidiaries and affiliated companies (corporate and noncorporate), and on behalf of its and their directors, officers, employees, agents, representatives and related persons and entities (hereinafter collectively referred to as "Pier 1") wish to enter into this Agreement for Severance Benefits and for Release, Waiver and Nondisclosure (hereinafter referred to as "Agreement").

NOW THEREFORE, in consideration of the mutual covenants, warranties and undertakings set forth herein, Employee and Pier 1 agree as follows:

1.   By executing this Agreement Employee (subject to her right to revoke or rescind this Agreement during the Revocation Period [as defined below]) hereby agrees to accept severance benefits in the amount of $504,927.00 (less applicable taxes and withholding amounts), provided that Employee does not revoke or rescind this Agreement during the Revocation Period.  

By executing this Agreement, Pier 1 Services Company agrees to tender said amount after the expiration of the Revocation Period, provided that Employee executes this Agreement within the time period stated below and does not revoke or rescind this Agreement during the Revocation Period.

The severance payments provided under this Agreement are intended to be exempt from or in full compliance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and this Agreement shall be administered in a manner consistent with this intent.

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2.   Employee hereby irrevocably and unconditionally releases Pier 1 from any and all claims and causes of action, known or unknown, and recoverable damages (including claims for statutory attorney's fees), relating to or arising in any way from Employee 's employment with Pier 1 and the discontinuation of such employment.   Employee hereby waives all claims and causes of action against Pier 1 and all damages, if any, that may be recoverable, including the recovery of statutory attorney’s fees.  This release and waiver of all claims and damages includes, but is not limited to, all claims, losses, liabilities, obligations and causes of action, known and unknown, arising out of, connected with, or relating to: (i) Employee ’s employment; (ii) Pier 1’s refusal or failure to continue Employee ’s employment; or (iii) the termination of Employee ’s employment, including, but not limited to, claims for compensation, commissions, bonuses, stock options, other wages and benefits, breach of contract, wrongful termination, impairment of economic opportunity, intentional infliction of emotional distress, claims based on personal injury, work-related accident, any breach of implied or express covenant of good faith and fair dealing, violation of public policy, or any other contract, tort or personal injury claim, or claim based on any municipal, state or federal statute, regulation or ordinance relating to employment, employment discrimination or retaliation, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq.; The Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; The Civil Rights Act of 1991, as amended, 42 U.S.C. § 1981a; The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. ; Americans With Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; Equal Pay Act, as amended, 29 U.S.C. § 201 et seq.; National Labor Relations Act, as amended, 29 U.S.C. § 151 et seq.; Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq., Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1000 et seq.; Family and Medical Leave Act, as amended, 29 U.S.C. § 2601, et seq.; claims under workers' compensation laws (except the right to file a claim for and receive workers’ compensation benefits) ; or any other statute, rule, regulation, ordinance, or common civil or other law, or judicial or administrative interpretation whether promulgated by Federal, State, local or other jurisdiction or political subdivision.  This Agreement extinguishes any potential monetary recovery from any claims Employee may have rela ting to her employment with Pier 1 and the termination of her employment .

This Agreement does not release or terminate any of Employee’s rights pursuant to the Indemnification Agreement dated January 18, 2011, between Employee and Pier 1 Imports, Inc. (the “ Indemnification Agreement ”). 

Employee represents and warrants that Employee has not assigned to any third party any claim involving Pier 1 or authorized any third party to assert on your behalf any claim against Pier 1. If a third party asserts a claim against Pier 1 on Employee’s behalf or includes Employee as a class member in any class action involving any claim released under this Agreement, Employee shall not accept any benefits or damages relating to or arising out of such claim.

Additionally, Employee ratifies and confirms her resignation effective May 1, 2018, as an officer of any entity within the definition of Pier 1 for which she served.

3.   This Agreement does not prohibit, release or waive Employee's rights as an employee (i) to any vested benefits under a benefit plan which by its terms specifically provides for the vesting of benefits, (ii) to convert any insured benefits under an employee benefit plan to

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the extent the plan allows conversion, or (iii) to maintain her medical insurance in force as provided by the Comprehensive Omnibus Budget Reconciliation Act of 1985 (COBRA), or (iv) to file or otherwise institute, participate or cooperate in any investigation, charge and/or claim with Congress or a federal, state, or local government agency.

4.   It is expressly understood and agreed that this Agreement is not and shall not be construed as an admission of liability on the part of Pier 1, and any such admission is expressly denied.

5. Employee represents and warrants that as of May 1, 2018 she has returned all property, equipment, documents and other tangible things, including keys, cell phones, pagers, corporate credit cards, and laptops or other computers of which are the property of Pier 1, or if she has failed to do so, Employee agrees to do so immediately upon finding any such items in her possession.

6. Employee acknowledges that during her employment with Pier 1, Employee has been given access to and use of trade secrets, proprietary data, or other confidential information, which were developed at considerable effort and expense, and which if acquired by competitors of Pier 1 would give them an unfair business advantage.  Employee understands and agrees that this information, if used by or disclosed to anyone but Pier 1 and its employees with a need to know, will place Pier 1 at a competitive disadvantage.  Employee further acknowledges that she has not used or disclosed such trade secrets, proprietary data, or other confidential information during her employment with Pier 1, except as authorized in writing by Pier 1 or in the normal exercise of her job duties for the benefit of Pier 1.  

In further consideration for the above-recited covenants, promises and statements of understanding between the parties, including the payment described in Paragraph 1 of this Agreement, to which Employee is otherwise not entitled, Employee agrees that she shall not, without the prior express written consent of Pier 1, directly or indirectly communicate or disclose, or use for her benefit or the benefit of any other person, firm, association, or corporation, any of the Pier 1’s trade secrets, proprietary data or other confidential information, which trade secrets, proprietary data and other confidential information were communicated to or otherwise learned or acquired by Employee during her employment relationship with Pier 1, except that Employee may disclose such matters to the extent that disclosure is required (a) at the Company’s direction or (b) by a lawful subpoena or other similar legal process of a court or other governmental agency of competent jurisdiction; provided, that, Employee gives Pier 1 prompt written notice of such legal process and that Employee reasonably cooperates with Pier 1 in seeking a protective order. For so long as such matters remain trade secrets, proprietary data, or other confidential information, Employee agrees not use such trade secrets, proprietary data, or other confidential information in any way or in any capacity other than as expressly consented to by Pier 1.

Nothing in the above paragraph shall be construed to restrict Catherine David Buley from using her general knowledge, skills, and experience acquired during her employment with Pier 1 in future employment whether or not such employment is with a direct competitor of Pier 1.

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Such trade secrets, proprietary data, or other confidential information include, but are not limited to, the following: information concerning strategic marketing plans or product development plans; cost or pricing information; vendor or supplier information; business plans or methods; customer lists or data; information regarding proposed joint ventures, mergers, acquisitions, and other such anticipated or contemplated business ventures of Pier 1; projects, whether completed, in progress, or only contemplated; real estate plans and strategy; investment opportunities and other information related to investments of Pier 1, whether past, present or future; confidential financial information; financial planning and analysis modeling and methodology; intellectual property; financial accounting and reporting; tax planning and strategy; personnel information; ideas; discoveries; designs; inventions; improvements; know-how; writings and other works of authorship; computer programs; accounting information; lists; analyses; studies; technology; programs; flow charts; information regarding products or techniques;  strategies; or, any other business information that relates in any manner to the actual or anticipated business of Pier 1, and which they have not intentionally disclosed to its competitors or to the general public.

The obligations set forth herein shall be in addition to any other confidentiality obligations that Employee may have to Pier 1.

7. Employee shall not make any untrue, misleading, or disparaging statements, or comments concerning Pier 1.  The commitments in this paragraph and in other paragraphs of this Agreement will not limit or prohibit Employee from testifying truthfully, or providing truthful information in connection with any pending or threatened legal proceeding.  Further, nothing in this paragraph or in any other paragraph of this Agreement prohibits Catherine David Buley from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, including, but not limited to, the United States Department of Justice, the Securities and Exchange Commission, Congress, and/or any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions or other provisions of federal, state, or local law or regulation. Catherine David Buley does not need the prior authorization of Pier 1 to make any such reports or disclosures and she is not required to notify Pier 1 that she has made such reports or disclosures.

8. Employee agrees to cooperate with Pier 1 at such reasonable times and places as may be reasonably requested, and to provide all information that may be reasonably requested with respect to any matter involving her present or former relationship with Pier 1, the work she has performed for Pier 1, or present or former employees, so long as such requests do not unreasonably interfere with any other job or significant personal activity in which she is engaged. This specifically includes Employee’s assistance in regulatory inquiries, investigations and litigation matters, including depositions and/or court appearances in connection therewith, which may include appearances in other states. Pier 1 will make every effort to schedule these matters at times and locations convenient for Employee should they arise. Pier 1 will reimburse Employee for reasonable expenses, such as telephone, travel, lodging, and meal expenses she incurs at the request of Pier 1, consistent with Pier 1’s generally applicable policies for employee expenses.  

9.   This Agreement is not renewable, may not be modified, and may not be extended beyond the period described below, except by a written documen t signed by Employee and the Senior Vice President‑Human Resources of Pier 1.

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10.   This Agreement represents and encompasses the entire agreement between the parties and supersedes all prior and contemporaneous (whether written or oral) negotiations, representations, agreements and understandings.

11.   This Agreement shall be governed by the laws of the State of Texas.  Should a lawsuit be filed to enforce the terms of this Agreement, venue shall lie exclusively in the courts located in Tarrant County, Texas.

12.   It is the intention of the parties that neither this Agreement nor any part thereof is admissible in any administrative or judicial proceeding other than one to enforce the terms of this Agreement.

13.   Employee represents that she is being given at least twenty-one (21) days to consider this Agreement before signing it, and further, that she is advised in writing to consult with an attorney before signing it.

14.   Employee may revoke or rescind this Agreement during the seven (7) day period following the date of execution of this Agreement by Employee (the "Revocation Period").  This Agreement shall not become effective nor enforceable during the Revocation Period.  Should Employee decide to revoke or rescind this Agreement during the Revocation Period, then she must do so by serving written notice to Pier 1 Services Company by facsimile at _, Attn: Legal Department.

15.   Employee acknowledges that the injury Pier 1 will suffer in the event of her breach of any covenant or agreement set forth in Paragraphs 6 or 7 herein cannot be compensated by monetary damages alone, and Employee therefore agrees that Pier 1, in addition to and without limiting any other remedies or otherwise, shall have the right to obtain an injunction against Employee.

16.   Should any clause, sentence, provision, paragraph or part of this Agreement for any reason whatsoever, be adjudged by any court of competent jurisdiction, or be held by any other competent authority having jurisdiction, to be invalid, unenforceable, or illegal, such judgment or holding shall be confined in its operation to the clause, sentence, provision, paragraph or part of this Agreement directly involved, and the remainder of this Agreement shall remain in full force and effect.

17.   Employee represents that she fully understands that she may consult with her personal attorney regarding this Agreement and has done so to the extent, if at all, that she deems appropriate.  Employee warrants that she has had a reasonable period of time to review this Agreement, that she has carefully read and fully understands all of the provisions and effects of this Agreement and that she has voluntarily executed it in the space provided below.  Employee further warrants and represents that the severance benefit described in this Agreement is an exchange of consideration or value to which she is not otherwise entitled.

18. If Employee should breach any term of the Agreement, any delay by Pier 1 in enforcing the Agreement shall not be deemed a waiver or acceptance.  No waiver shall bind Pier

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1 unless supported by consideration, executed in writing by the party to be bound, and delivere d by an authorized officer or agent.

19.   This Agreement shall be fairly construed based on its language and without regard to the author of the language.

Pier 1 Services Company,

a Delaware statutory trust

Please return your signed Severance Agreement to:

Pier 1 Imports

Attn: Christine C. Murray

100 Pier 1 Place

Fort Worth, Texas 76102

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Exhibit 10.3

RESTRICTED STOCK UNIT AWARD AGREEMENT
JUNE 26, 2018

Time-Based Award

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“ Agreement ”) is made effective and entered into as of June 26, 2018 (the “ Grant Date ”), by and between Pier 1 Imports, Inc. , a Delaware corporation (the “ Company ”), and ______________ (the “ Grantee ”).

WHEREAS, pursuant to the Non-Employee Director Compensation Plan (“ NEDCP ”), non-employee directors of the Company are granted a restricted stock unit award annually under the terms set forth in the NEDCP; and

WHEREAS, pursuant to the NEDCP, such restricted stock unit award shall be granted to non-employee directors elected at an annual meeting of shareholders of the Company (an “ Annual Meeting ”); and

WHEREAS, pursuant to the provisions of the Pier 1 Imports, Inc. 2015 Stock Incentive Plan, as amended (the “ Plan ”), the Company’s Board of Directors has determined that the Compensation Committee (“ Committee ”) will administer the Plan and pursuant to the Plan the Committee has the authority to grant Awards under the Plan to members of the Company’s Board of Directors (the “ Board ”); and

WHEREAS, the Grantee has been elected as a non-employee director of the Company and the Committee has determined that the Grantee be granted a Restricted Stock Unit Award under the Plan, in an amount and upon the terms and conditions set forth below, which are in accordance with the terms of the NEDCP;

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

(a) at the expiration of a one-year period following the Grant Date, provided the Grantee is then serving as a member of the Company’s Board;

(b) upon the termination of the Grantee’s service as a member of the Company’s Board due to death or disability;

(c) upon the occurrence of a Corporate Change, unless the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Corporate Change.

If the Grantee’s service as a member of the Company’s Board terminates p rior to a Vesting Date for any reason other than as set forth in subsection (b) above , the Grantee shall forfeit all right, title and interest in and to the then unvested Units as of the date of such termination and the unvested Units will be reconveyed to the Company without further consideration or any act or action by the Grantee.

The one-year period Vesting Date for purposes of the Units shall run from the date of the Grantee’s election as a non-employee director at the Annual Meeting to the next year’s Annual Meeting following the date of grant; provided, however, that if the date of the next Annual Meeting following the date of grant shall be less than fifty weeks from the previous year’s Annual Meeting, the Vesting Date for such Units shall occur upon the one-year anniversary of the date of grant.

3. Conversion to Stock .  Unless the Units are forfeited prior to the Vesting Date as provided in Section 2 above, the Units will be converted to actual shares of Common Stock on choose one: [the Vesting Date] or [the [third][fifth] anniversary of the Grant Date] or [the termination of the Grantee’s service as a member of the Company’s Board] or [the earlier of (i) the [third][fifth] anniversary of the Grant Date or (ii) the termination of the Grantee’s service as a member of the Company’s Board] (the “ Conversion Date ”). The shares of Common Stock will be registered in the name of the Grantee as of the Conversion Date, and certificates for the shares of Common Stock (or, at the option of the Company, statements of book-entry notation of the shares of Common Stock in the name of the Grantee in lieu thereof) shall be delivered to the Grantee or the Grantee’s designee upon request of Grantee as soon as practicable after the Conversion Date; provided, however, that the Company shall not be obligated to issue any fractional shares of Common Stock.

4. Rights as a Shareholder . The Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the Units. Dividends or dividend equivalents will not be paid with respect to the Units. Upon conversion of vested Units into shares of Common Stock, the Grantee will obtain voting and other rights as a shareholder of the Company.

5. Securities Laws Requirements .  The Company shall not be required to issue shares of Common Stock pursuant to this Agreement unless and until (a) such shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then listed; 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 Grantee under this Award are being acquired for investment and not with a view to the sale or distribution thereof.

6. Incorporation of Plan Provisions; Definitions .  This Restricted Stock Unit 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.

7. Miscellaneous .  This Restricted Stock Unit 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

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amended without the written consent of both the Company and the Grantee.   No contract or right of continued service shall be implied by this Agreement, nor shall this Agreement lessen or affect the Company’s rights to terminate the services of the Grantee . The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated restricted shares of Common Stock covered by this Award.

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

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EXhibit 10.4

RESTRICTED STOCK AWARD AGREEMENT
jUNE 29, 2018 TIME-BASED AWARD

THIS RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is made effective and entered into as of June 29, 2018, 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. 2015 Stock Incentive Plan, as amended (the “ Plan ”), the Committee that administers the Plan has the authority to grant Awards under the Plan to employees of the Company and its Affiliates (as defined in the Plan); and

WHEREAS, during Grantee’s employment, and based on Grantee’s position with the Company and/or its Affiliates, Grantee has acquired and will continue to acquire, by reason of Grantee’s position, substantial knowledge of the operations and practices of the business of the Company and/or its Affiliates; and

WHEREAS, the Company desires to assure that, to the extent and for the period of Grantee’s service and for a reasonable period thereafter, the confidentiality of the Company’s and its Affiliates’ trade secrets and proprietary information be maintained, and the Company’s and its Affiliates’ goodwill and other legitimate business interests be protected, each of which could be compromised if any competitive business were to secure Grantee’s services; 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 by uncertificated shares designated for the Grantee in book-entry form on the records of the Company’s transfer agent, subject to the restrictions set forth in this Agreement.  Any 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. 2015 Stock Incentive Plan, as amended, 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.”

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Any Common Stock certificates or book-entry uncertificated shares 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 any certificated restricted shares of Common Stock covered by this Award.

2. Transfer Restrictions .  Except as expressly provided in this Agreement and the Plan, 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 .  

(a) Vesting . 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 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; provided, however, that the Company shall not be obligated to vest any fractional shares of Common Stock and any such fractional shares upon vesting shall be rounded to the nearest whole number.

(b) Corporate Change . The restrictions on the shares of Common Stock covered by this Award shall lapse and such shares shall vest upon (i) a Corporate Change (as defined in the Plan) AND (ii) the occurrence of one of the following: (a) the shares of Common Stock covered by this Award are not assumed by the surviving or acquiring entity or otherwise equitably converted or substituted in connection with the Corporate Change, or (b) the shares of Common Stock covered by this Award are assumed by the surviving or acquiring entity or otherwise equitably converted or substituted in connection with the Corporate Change and the termination of Grantee’s employment by the Company (or the surviving or acquiring entity) without Cause (as defined in Section 10 below) or Grantee’s resignation for Good Reason (as defined in Section 10 below) occurs within one year after the effective date of the Corporate Change.

(c) Termination of Employment . 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 other than as specified in Section 3(b) above, 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 .  With respect to the Common Stock covered by this Award for which the restrictions have not lapsed, the Grantee shall have the right to vote such

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shares but shall not 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 other form of dividend or distribution 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 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 in its sole discretion will either cause a certificate evidencing such amount of Common Stock to be delivered to the Grantee (or, in the case of Grantee’s death after such events, cause such certificate to be delivered to Grantee's legal representative, beneficiary or heir) or provide book-entry uncertificated shares designated for the Grantee (or, in the case of Grantee’s death after such events, provide book-entry uncertificated shares designated for Grantee's legal representative, beneficiary or heir) on the records of the Company’s transfer agent free of the legend or restriction regarding transferability, as the case may be; provided, however, that the Company shall not be obligated to issue any fractional shares of Common Stock.  All shares of Common Stock covered by this Award which do not vest as provided in Section 3 hereto, shall be forfeited by the Grantee along with all rights thereto, and the ownership of such shares shall immediately vest in the Company.

6. Covenants Not to Disclose, Solicit or Compete .

(a) Non-Disclosure of Confidential Information and Return of Property .

(i) Grantee acknowledges that: (A) the Company and its Affiliates are engaged in a continuous program of research and development respecting their activities, business and customers throughout the United States and the countries in which they operate or conduct business (the foregoing, together with any other businesses in which the Company and/or its Affiliates engage from the date hereof to the date of the termination of Grantee’s employment with the Company and/or any of its Affiliates to be known as the “ Company Business ”); (B) Grantee’s work for and position with the Company and/or  its Affiliates has allowed Grantee, and will continue to allow Grantee, access to trade secrets of, and Confidential Information (as defined below) concerning the Company Business; (C) the Company would not have agreed to grant the Grantee this Award but for the agreements and covenants contained in this Agreement; and (D) the agreements and covenants contained in this Agreement are necessary and essential to protect the business, goodwill, and customer relationships that Company and/or its Affiliates have expended significant resources to develop.  The Company agrees and acknowledges that, on or following the date of this Agreement, the Company and/or its Affiliates will provide Grantee with one or more of the following: (X) continued and ongoing authorization through computer passwords or by other means to access Confidential Information regarding the Company, its Affiliates and the Company Business; (Y) authorization to represent the Company and/or its Affiliates in

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communications with customers, suppliers, vendors, manufacturers, agents and other third parties to promote the goodwill of the Company Business, all in accordance with generally applicable policies of the Company and/or its Affiliates; and (Z) participation in certain restricted access meetings, conferences or training relating to Company Business and the Grantee’s position with the Company and/or its Affiliates.  Grantee understands and agrees that if Confidential Information were used in competition against the Company and/or its Affiliates, the Company and/or its Affiliates would experience serious harm and the competitor would have a unique advantage against the Company and/or its Affiliates.

(ii) Grantee agrees that Grantee shall not, directly or indirectly, use any Confidential Information on Grantee’s own behalf or on behalf of any person or entity other than the Company and/or its Affiliates, or reveal, divulge, or disclose any Confidential Information to any person or entity not expressly authorized by the Company and/or its Affiliates to receive such Confidential Information.  This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information.  Grantee further agrees that Grantee shall fully cooperate with the Company and/or its Affiliates in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s and/or its Affiliates’ rights or Grantee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices.  Anything herein to the contrary notwithstanding, Grantee shall not be restricted from: (A) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process;  provided, however , that in the event such disclosure is required by law, Grantee shall provide the Company with prompt notice of such requirement so that the Company and/or its Affiliates may seek an appropriate protective order prior to any such required disclosure by Grantee; (B) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Grantee shall not need the prior authorization of the Company and/or its Affiliates to make any such reports or disclosures and shall not be required to notify the Company and/or its Affiliates that Grantee has made such reports or disclosures; (C) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (D) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(iii)  “ Confidential Information ” means any and all data and information relating to Company Business that (A) is disclosed to Grantee or of which Grantee becomes aware as a consequence of Grantee’s employment with the Company and/or its Affiliates; (B) has value to the Company and/or its Affiliates; and (C) is not generally known outside of the Company and/or its Affiliates.  Confidential Information shall include, but is not limited to the

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following types of information regarding, related to, or concerning the Company and/or its Affiliates: trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; listings of customers, buying agents, vendors and manufacturers; customer, buying agent, vendor and manufacturer files, data and financial information; details of customer, buying agent, vendor and manufacturer contracts; current and anticipated customer, buying agent, vendor and manufacturer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information.  Confidential Information also includes combinations of information or materials which individually may be generally known outside of the Company and/or its Affiliates, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company and/or its Affiliates.  In addition to data and information relating to the Company and/or its Affiliates, Confidential Information also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company and/or its Affiliates by such third party, and that the Company and/or its Affiliates has a duty or obligation to keep confidential.  This definition shall not limit any definition of confidential information or any equivalent term under state or federal law. Confidential Information shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company and/or its Affiliates.

(iv) Grantee agrees that Grantee will not retain or destroy (except as set forth below), and will immediately return to the Company on or prior to the date that Grantee’s employment with the Company and/or its Affiliates shall terminate for any reason (the “ Date of Termination ”), or at any other time the Company requests such return, any and all property of the Company and/or its Affiliates that is in Grantee’s possession or subject to Grantee’s control, including, but not limited to, customer, buying agent, vendor and manufacturer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to the Company and/or its Affiliates and its business (regardless of form, but specifically including all electronic files and data of the Company and/or its Affiliates), together with all Confidential Information belonging to the Company and/or its Affiliates or that Grantee received from or through Grantee’s employment with the Company and/or its Affiliates.  Grantee will not make, distribute, or retain copies of any such information or property.  To the extent that Grantee has electronic files or information in Grantee’s possession or control that belong to the Company or its

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Affiliates or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the Date of Termination, or at any other time the Company and/or its Affiliates requests, Grantee shall (A) provide the Company with an electronic copy of all of such files or information (in an electronic format that is readily accessible by the Company); (B) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company and/or non-Affiliate owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, so that such files and information are permanently deleted and irretrievable; and (C) provide a written certification to the Company that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted.

(b) Non-Solicitation of Employees and Independent Contractors .  During Grantee’s employment with the Company and/or its Affiliates and for twelve (12) months following the Date of Termination, Grantee will not, directly or indirectly, whether on Grantee’s own behalf or as a principal or representative of any other person or entity, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of the Company and/or its Affiliates with whom Grantee had any contact whatsoever during Grantee’s employment to terminate his or her employment or other relationship with the Company and/or its Affiliates or to enter into employment or any other kind of business relationship with Grantee or any other person or entity.

(c) Non-Competition .  In return for the Company’s and its Affiliates’ promise to provide Grantee with access to and use of its Confidential Information (as described in Section (6)(a)(i)-(iii) above), during Grantee’s employment with the Company and/or its Affiliates and for twelve (12) months following the Date of Termination, Grantee will not, within the Restricted Area, directly or indirectly, engage, either as a principal, employee, partner, consultant, officer, director or investor (other than a less-than-1% stock interest in a corporation), in a business which is a competitor of the Company, in the same or similar type capacity as Grantee was employed by Company. For purposes of this subsection 6(c), a business shall be deemed a “competitor” of the Company if it engages in the commerce of a Home Fashions or Furniture Business or is a Home Décor Division of a Business, whether through stores (retail or wholesale), on-line e-commerce or any combination thereof.  

(i) The term “Restricted Area” shall mean the United States unless, during the last two (2) years of Grantee’s employment, Grantee’s employment responsibilities include a different geographic territory and Grantee’s access to Confidential Information is restricted to such different geographic territory, in which case the term “Restricted Area” shall mean such different geographic territory.

(ii)   The term “Home Fashions or Furniture Business” shall mean a business (however organized or conducted, including any on-line e-commerce operations) that primarily engages in the sale, marketing, distribution, manufacturing or design of merchandise consisting of furniture, decorative accessories, housewares, bed and bath, and seasonal goods, or any other category of merchandise sold by the Company and/or its Affiliates during the Grantee’s

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