AGREEMENT
EXHIBIT
10.66
AGREEMENT
CPI
Corp., a Delaware corporation (the "Corporation"), and Xxxx X. Xxxxxxxxx
(“Executive”) enter into this Agreement (this “Agreement”), as of the 30th day
of October, 2006.
WITNESSETH:
WHEREAS,
Executive is currently employed by the Corporation as its Chief Executive
Officer and Corporation wishes to terminate that employment arrangement so
the
Executive can pursue other interests;
WHEREAS,
Corporation and Executive entered into an Employment Agreement dated July 12,
2005 and accepted by Executive on July 13, 2005 (the “Employment
Agreement”);
NOW, THEREFORE, in consideration of the covenants and mutual promises herein
contained, it is agreed as follows:
1. Separation
Date.
Executive hereby resigns his employment and all officer positions with the
Corporation and all of its subsidiaries effective October 10, 2006 (“Separation
Date”).
2. Separation
Payment.
Following the Separation Date, in accordance with the Employment Agreement,
the
Corporation hereby agrees to pay Executive a lump sum payment equal to 12 months
of his current base salary (the “Separation Payment”). This payment will occur
as soon as administratively practicable following the Separation Date, but
no
later than 30 days following the Separation Date. The Corporation shall have
the
right to withhold from the Separation Payment and from any other payments made
to Executive hereunder to the extent required by law or regulation, all federal,
state and local income and other taxes applicable to such payments.
3. Receipt
of Other Compensation.
Executive acknowledges and agrees that, other than as specifically set forth
in
this Agreement, following the Separation Date, Executive is not and will not
be
due any compensation, including, but not limited to, compensation for unpaid
salary (except for amounts unpaid and owing for Executive’s employment with the
Corporation prior to the Separation Date), unpaid bonus, or severance from
the
Corporation under the terms of the Employment Agreement, any plan or policy
of
the Corporation or otherwise. Executive will, however, be entitled to receive
benefits which are vested and accrued prior to the Separation Date pursuant
to
the employee benefit plans of the Corporation in which Executive participates
including any accrued but unused vacation. Participation by the Executive (if
any) in any of the compensation or benefit plans of the Corporation as of and
after the Separation Date shall be subject to and determined in accordance
with
the terms and conditions of such plans. The Corporation shall promptly reimburse
Executive for business expenses incurred in the ordinary course of Executive’s
employment on or before the Separation Date, but not previously reimbursed,
provided the Corporation's policies of documentation and approval are
satisfied.
4. Executive’s
Understanding.
Executive acknowledges by signing this Agreement that Executive has read and
understands this document, that Executive has conferred with or had the
opportunity to confer with Executive’s attorney regarding the terms and meaning
of this Agreement, that Executive has had sufficient time to consider the terms
provided for in this Agreement, that no representations or inducements have
been
made to Executive except as set forth in this Agreement, and that Executive
has
signed the same KNOWINGLY AND VOLUNTARILY.
5. Severability
of Provisions.
In the
event that any one or more of the provisions of this Agreement is held to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions will not in any way be affected or impaired thereby.
Moreover, if any one or more of the provisions contained in this Agreement
are
held to be excessively broad as to duration, scope, activity, or subject, such
provisions will be construed by limiting and reducing them so as to be
enforceable to the maximum extent compatible with applicable law.
6. Non-Admission
of Liability.
Executive agrees that neither this Agreement nor the performance by the parties
hereunder constitutes an admission by the Corporation, its subsidiaries or
the
officers, directors, employee or agents of the Corporation or its subsidiaries
of any violation of any federal, state, or local law, regulation, common law,
breach of any contract, or any other wrongdoing of any type.
7. Non-Assignability.
The
rights and benefits under this Agreement are personal to Executive and such
rights and benefits shall not be subject to assignment, alienation, or transfer,
except to the extent such rights and benefits are lawfully available to the
estate or beneficiaries of Executive upon death.
8. Entire
Agreement.
This
Agreement sets forth all the terms and conditions with respect to compensation,
remuneration of payments, and benefits due Executive from the Corporation and
supersedes and replaces any and all other agreements or understandings Executive
may have had with respect thereto, provided that the provisions of the
Employment Agreement and the Confidentiality, Noncompetition and Nonsolicitation
Agreement executed in connection with the Employment Agreement shall remain
in
full force and effect. This Agreement may not be modified or amended except
in a
writing signed by both Executive and an authorized representative of the
Corporation.
9. Choice
of Law.
The
provisions of this Agreement shall be construed in accordance with the internal
laws of the State of Missouri without regard to any state’s conflict of law
principles. Any
action brought for the interpretation, application and/or enforcement of this
Agreement shall be brought exclusively in the United States District Court
for
the Eastern District of Missouri and/or the Circuit Court of St. Louis County,
Missouri.
10. Counterpart.
This
Agreement may be signed in single or separate counterparts each or which shall
constitute an original.
11. Notice.
Any
notice to be given hereunder shall be in writing and shall be deemed given
when
mailed by certified mail, return receipt requested, addressed as
follows:
To
Executive at:
0000
Xxxxxxx Xxxxx
Xxxxxxxxxxxx,
XX 00000
To
the Corporation at:
0000
Xxxxxxxxxx Xxxxxx
Xx.
Xxxxx, Xxxxxxxx 00000
Attention:
________________
IN
WITNESS WHEREOF, the parties have executed this Agreement.
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By:
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/s/
Xxxxxx White
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Title:
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Xxxxxx
White
Chairman,
Compensation Committee
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Date:
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October,
30, 2006
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/s/
Xxxx X. Xxxxxxxxx
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|
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Xxxx
X. Xxxxxxxxx
Executive
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