0000025354-12-000024 Sample Contracts

EMPLOYMENT SEPARATION AND RELEASE AGREEMENT
Employment Separation and Release Agreement • May 7th, 2012 • Cpi Corp • Services-personal services • Missouri

THIS EMPLOYMENT SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into as of the 26th day of March, 2012, by and between Renato Cataldo, an individual (“Executive”), and CPI Corp., a Delaware corporation (alternatively and collectively with its affiliated corporations, “CPI”). Executive and CPI are sometimes individually called “Party” or collectively called “Parties”.

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CPI CORP. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • May 7th, 2012 • Cpi Corp • Services-personal services • Delaware

THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of February 13, 2012 (the “Grant Date”), between CPI Corp., a Delaware corporation (the “Company”), and James J. Abel (the “Employee”), pursuant to the CPI Corp. Omnibus Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

Master Lease Termination Agreement
Master Lease Termination Agreement • May 7th, 2012 • Cpi Corp • Services-personal services

THIS MASTER LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into by and between WAL-MART STORES EAST, LP, individually and only as to Stores owned, leased, or operated in AL, CT, DC, DE, FL, GA, IN, KY, ME, MD, MA, MI, MS, MO, NH, NJ, NM, NY, NC, OH, OK, PA, RI, SC, TN, VT, VA, WI, WV; WAL-MART STORES, INC., individually and only as to Stores owned or leased in AK, AZ, CA, CO, HI, ID, IL, IA, KS, MN, MT, NE, NV, ND, OR, SD, UT, WA, WY; WAL-MART LOUISIANA, LLC, individually and only as to Stores owned or leased in Louisiana; and WAL-MART STORES TEXAS, LLC, individually and only as to Stores owned or leased in Texas; and WAL-MART STORES ARKANSAS, LLC, and only as to Stores owned or leased in Arkansas (each referred to as “Landlord” for purposes of this Agreement as it applies to a particular location and collectively hereinafter referred to as “Wal-Mart” or “Landlord”) and CPI Corp. (“Tenant”). The effective date of this Agreement is April 17, 2012 (the “Effective Date”).

Master Relationship Termination Agreement
Master Relationship Termination Agreement • May 7th, 2012 • Cpi Corp • Services-personal services

THIS MASTER RELATIONSHIP TERMINATION AGREEMENT (“Agreement”) is made and entered into by and between WAL-MART STORES EAST, LP, individually and only as to Stores owned, leased, or operated in AL, CT, DC, DE, FL, GA, IN, KY, ME, MD, MA, MI, MS, MO, NH, NJ, NM, NY, NC, OH, OK, PA, RI, SC, TN, VT, VA, WI, WV; WAL-MART STORES, INC., individually and only as to Stores owned or leased in AK, AZ, CA, CO, HI, ID, IL, IA, KS, MN, MT, NE, NV, ND, OR, SD, UT, WA, WY; WAL-MART LOUISIANA, LLC, individually and only as to Stores owned or leased in Louisiana; and WAL-MART STORES TEXAS, LLC, individually and only as to Stores owned or leased in Texas; and WAL-MART STORES ARKANSAS, LLC, and only as to Stores owned or leased in Arkansas (each referred to as “Retailer” for purposes of this Agreement as it applies to a particular location and collectively hereinafter referred to as “Wal-Mart” or “Retailer”) and CPI Corp. (“Licensee”). The effective date of this Agreement is April 17, 2012 (the “Effective

February 3, 2012 Mr. David M. Meyer, Managing Director Knightspoint Partners, LLC
Cpi Corp • May 7th, 2012 • Services-personal services
AMENDMENT TO THE LICENSE AGREEMENT
The License Agreement • May 7th, 2012 • Cpi Corp • Services-personal services • Illinois

THIS AMENDMENT (“Amendment”) is dated as of the 6th day of March, 2012, by and between Consumer Programs Incorporated, a Missouri corporation (“Licensee”), Sears, Roebuck and Co., a New York corporation (“Sears”), and CPI Corp., a Delaware corporation (“CPI”) to amend that certain License Agreement, dated as of January 1, 2009, entered into by and between Sears, Licensee, and CPI (the “Agreement”). Capitalized terms used which are not defined herein shall have the meanings given to them in the Agreement.

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