Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Executive Agreements
On July 17, 2019, Pier 1 Imports, Inc. (the Company) entered into an executive agreement with William H. Savage, Executive
Vice President, Chief Supply Chain Officer, and on July 18, 2019, the Company entered into executive agreements with Mark R. Haley, Executive Vice President, Store Sales & Operations, and Robert E. Bostrom, Executive Vice President,
Chief Legal and Compliance Officer and Corporate Secretary (collectively referred to as the 2019 Agreements). The 2019 Agreements supersede and replace the executive agreements entered into by and between Mr. Savage and the Company,
dated December 7, 2017, and Mr. Bostrom and the Company, dated January 23, 2019, filed as Exhibits 10.25.1 and 10.28.1, respectively, to the Companys Annual Report on Form
10-K
for the
fiscal year ended March 2, 2019 (the Prior Agreements). The 2019 Agreements reflect updates to certain provisions of the Prior Agreements and other executive severance arrangements and are intended to continue to support the
Companys retention strategy and align the Companys practices with current practices in the Companys industry and peer group. A summary of the terms and conditions of the 2019 Agreements is provided below.
Term.
The 2019 Agreements have an initial
two-year
term, followed by automatic
renewal on an annual basis, unless otherwise terminated by the Company or the executive by providing notification to the contrary at least 90 days prior to the date on which the additional term would have automatically began. However, if a change of
control (as defined in the 2019 Agreements) occurs during the original term or an additional term, the term of the 2019 Agreements will extend until the later of the expiration of the original term or the additional term, as applicable, or the
18-month
anniversary of such change in control.
Benefits
.
If an executives
employment terminates during the term of his 2019 Agreement, the Company will, in all cases, pay the executive all accrued but unpaid compensation earned by the executive through the date of termination.
If the employment of an executive is terminated by the Company without cause (as defined in the 2019 Agreements) other than as a
result of death or disability, or the executive for good reason (as defined in the 2019 Agreements) during the term (other than during the three months prior to, or the 18 months following, a change of control of the Company) and the
executive executes a release of claims acceptable to the Company, the Company will pay the following:
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salary continuation in
bi-weekly
installments for 12 months following the
termination date;
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a
pro-rated
portion of the executives bonus under the short-term
cash bonus plan of the Company in which the executive was eligible to participate in the year of the termination date, based on actual performance during the applicable bonus period and the number of days in such bonus period that elapse prior to
the termination date;
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a lump sum equal to the monthly cost (including any portion of the cost paid by the executive) to provide group
medical, dental, vision and/or prescription drug plan benefits sponsored by the Company and maintained by the executive as of the termination date, multiplied by 12; and
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reasonable outplacement services for up to 12 months following the termination date.
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If the employment of an executive is terminated by the Company without cause, due to the executives death or disability or by the
executive for good reason during the three months prior to, or the 18 months following, a change of control of the Company and the executive executes a release of claims acceptable to the Company, the Company will pay the following:
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a lump sum equal to 24 months of the executives base salary in effect on the termination date;
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