(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)
EXHIBIT 10.45
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of
this 10th day of January, 2002, by and between CPI CORP., a
Delaware corporation (hereinafter "CPI") and XXXXXXX X.
XXXXXX, an individual, (hereinafter "Xxxxxx").
PRELIMINARY STATEMENT. Xxxxxx has served CPI in various
executive positions for more than sixteen years, including
most recently as Senior Executive Vice President, President,
Portrait Studio Division and Director. Xxxxxx will retire as
an executive officer and Director of CPI, effective February
3, 2002. CPI desires to retain Xxxxxx to provide advice and
to perform certain consulting projects after his retirement.
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereby
agree as follows:
1. CONSULTING SERVICES. CPI hereby retains Xxxxxx in a
consulting capacity, and Xxxxxx hereby agrees to perform
services for CPI in such capacity, upon the terms and conditions
contained herein.
2. TERM. The term of this Agreement shall be a two year
period commencing on February 3, 2002, and ending on February 2,
2004 (the "Consulting Period").
3. NATURE OF CONSULTING SERVICES. Xxxxxx hereby agrees
to serve in a consulting capacity for CPI upon request, to
assist in strategic planning and implementation and to advise
the Chief Executive Officer on such other matters as he may
request. Xxxxxx shall be available, upon reasonable notice
and as his schedule may permit, to perform such consulting and
advisory services as CPI may reasonably request of him. The
parties anticipate that the services to be provided hereunder
will require approximately 1,040 hours during the first year
of the Consulting Period and approximately 520 hours during
the second year of the Consulting Period. Xxxxxx will act as
an independent contractor and not as an employee of CPI in
performing such consulting services.
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4. EXPENSE REIMBURSEMENT. Xxxxxx shall be entitled to
reimbursement for expenses reasonably incurred on behalf of
CPI during the Consulting Period, as directed by CPI, in
accordance with customary reimbursement policies established
by CPI for its executives. Any such expense reimbursement
shall be paid to Xxxxxx promptly after he submits a proper
request and substantiation therefor.
5. COMPENSATION. CPI agrees to pay to Xxxxxx the xxxxx
amount of one hundred eighty-seven thousand five hundred dollars
($187,500.00) for consulting provided during the first year of
the Consulting Period and Ninety-three Thousand seven Hundred
Fifty Dollars ($93,750.00) during the second years of the
Consulting Period. Payment shall be made in twelve equal
monthly installments of Fifteen Thousand Six Hundred and
Twenty-five Dollars ($15,625.00) each during the first year of
the Consulting Period and twelve equal monthly installments of
Seven Thousand Eight Hundred Twelve Dollars and Fifty Cents
($7,812.50) each during the second year of the Consulting
Period. Monthly payments shall commence on the 15th day
of February, 2002 and continue on the same day of each of the
month thereafter through and including January 15, 2004.
6. CONFIDENTIALITY. Xxxxxx agrees that he will not,
except as authorized in writing by CPI, copy, use or disclose
to any third parties any information that he receives from CPI
or its representatives during the Consulting Period, except as
may be required to perform his obligations under this
Agreement.
7. INDEMNIFICATION. CPI hereby agrees to indemnify
Xxxxxx against and hold him harmless from any claims, actions,
damages, losses, and expenses (including reasonable attorneys'
tees) arising from actions taken at the direction or request
of CPI during the Consulting Period.
8. EARLY TERMINATION. Notwithstanding anything to the
contrary contained herein, either party may terminate this
Agreement at any time, with or without cause, by giving at
least thirty (30) days written notice to the other party;
PROVIDED, HOWEVER, that if CPI terminates this Agreement, it
shall continue to compensate Xxxxxx in accordance with the
provisions of section 5
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through the remainder of the Consulting Period. If Xxxxxx
terminates this Agreement, CPI shall pay Xxxxxx through the
effective date of termination, and neither party shall have
any other further obligations under this Agreement, except as
set forth in section 6.
9. NO ASSIGNMENT. Neither party may assign any of its
rights and obligations hereunder without the consent of the
other.
10. NOTICES. Any notices required or permitted hereunder
shall be mailed or delivered to the respective parties at the
following addresses:
CPI Corp.
0000 Xxxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: J. Xxxxx Xxxxxxx, Chairman
Mr. Xxxxxxx Xxxxxx
00 Xxxxxxx Xxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
11. MISCELLANEOUS. This Agreement constitutes the entire
agreement of the parties, and supersedes all prior agreements
and understandings concerning the subject matter hereof. No
waiver of any provision hereof shall be effective unless in
writing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties have executed this
Agreement in duplicate originals, as of the date first written
above.
CPI CORP.
By: /s/ J Xxxxx Xxxxxxx
------------------------
J Xxxxx Xxxxxxx
Chairman and Chief
Executive Officer
By: /s/ Xxxxxxx X. Xxxxxx
________________________
Xxxxxxx X. Xxxxxx
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