April __, 2009Nominee Agreement • April 28th, 2009 • Ramius LLC • Services-personal services
Thank you for agreeing to serve as a nominee for election to the Board of Directors of CPI Corp. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
April __, 2009Nominee Agreement • April 28th, 2009 • Ramius LLC • Services-personal services
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of CPI Corp. (the “Company”) at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 28th, 2009 • Ramius LLC • Services-personal services
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CPI, Corp., a Delaware Corporation (the “Company”);
