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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cpi Corp. Common Stock | NYSE:CPY | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.19 | 0.00 | 01:00:00 |
Delaware
(State or other jurisdiction of incorporation or organization)
1706 Washington Ave., St. Louis, Missouri
(Address of principal executive offices)
|
43-1256674
(I.R.S. Employer Identification No.)
63103
(Zip Code)
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Title of each class
Common Stock, par value $0.40 per share
|
Name of each exchange on which registered
New York Stock Exchange
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EXHIBIT
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NUMBER
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DESCRIPTION
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(3.1)
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Articles of Incorporation of the Company, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 1989 on
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Form 10-K, Exhibit 3.1, filed April 30, 1990.
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(3.2)
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Amended and Restated By-laws of the Company, effective November 24, 2008, and incorporated by reference to CPI Corp.'s
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Form 8-K, Exhibit 3.1, filed December 1, 2008.
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(4.1)
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Form of Rights Agreement, dated as of March 13, 2000, between CPI Corp. and Harris Trust and Savings Bank, incorporated
|
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by reference to CPI Corp.'s Form 8-A, Exhibit 4.5, dated March 14, 2000.
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(4.2)
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First Amendment to Form of Rights Agreement, dated September 5, 2007, by and between CPI Corp. and Computershare
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Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 4.1, filed September 6, 2007.
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(4.3)
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Second Amendment to Form of Rights Agreement, dated December 21, 2007, by and between CPI Corp. and Computershare
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Trust Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 4.1, filed December 21,2007.
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(4.4)
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Third Amendment to Form of Rights Agreement, dated March 12, 2010, by and between CPI Corp. and Computershare Trust
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Company, N.A., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed March 18, 2010.
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(10.1)
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License Agreement Sears, Roebuck De Puerto Rico, Inc., dated January 1, 1999, incorporated by reference to CPI Corp.'s
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Annual Report for fiscal year 1998 on Form 10-K, Exhibit 10.30, filed May 5, 1999.
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(10.2)*
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Employment Agreement dated December 31, 2008, by and between Jane E. Nelson and CPI Corp., incorporated by reference to
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CPI Corp.'s Form 8-K, Exhibit A within Exhibit 10.67, filed January 7, 2009.
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(10.3)*
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CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated effective February 3, 1991), incorporated by reference to
|
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CPI Corp.'s Annual Report for fiscal year 1992 on Form 10-K, Exhibit 10.29, filed May 5, 1993.
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(10.4)*
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First Amendment to CPI Corp. 1981 Stock Bonus Plan (As Amended and Restated effective February 3, 1991) effective
|
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January 1, 1995, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.30,
|
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filed May 3, 2001.
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(10.5)*
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CPI Corp. Deferred Compensation and Retirement Plan for Non-Management Directors (Amended and Restated as of
|
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January 28, 2000), incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.31,
|
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filed May 3, 2001.
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(10.6)*
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Deferred Compensation and Stock Appreciation Rights Plan (Amended and Restated as of June 6, 1996), incorporated by
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reference to CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.32, filed May 3, 2001.
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(10.7)*
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CPI Corp. Stock Option Plan (Amended and Restated effective as of December 16, 1997), incorporated by reference to CPI
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Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.34, filed May 3, 2001.
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(10.8)*
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CPI Corp. Key Executive Deferred Compensation Plan (As Amended and Restated June 6, 1996), incoporated by reference to
|
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CPI Corp.'s Annual Report for fiscal year 2000 on Form 10-K, Exhibit 10.36, filed May 3, 2001.
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(10.9)*
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First Amendment dated September 30, 2002, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI Corp.'s
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Annual Report for fiscal year 2002 on Form 10-K, Exhibit 10.65, filed May 16, 2003.
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(10.10)*
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Second Amendment dated November 29, 2002, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI
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Corp.'s Annual Report for fiscal year 2002 on Form 10-K, Exhibit 10.66, filed May 16, 2003.
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(10.11)*
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Third Amendment dated February 6, 2004, to CPI Corp. Retirement Plan and Trust, incorporated by reference to CPI Corp.'s
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Annual Report for fiscal year 2003 on Form 10-K, Exhibit 10.73, filed April 21, 2004.
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EXHIBIT
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NUMBER
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DESCRIPTION
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(10.12)*
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CPI Corp. Restricted Stock Plan as Amended and Restated effective as of April 14, 2005, incorporated by reference to CPI
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Corp.'s Annual Report for fiscal year 2004 on Form 10-K, Exhibit 10.86, filed April 21, 2005.
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(10.13)*
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CPI Corp. Performance Plan adopted effective as of April 14, 2005, incorporated by reference to CPI Corp.'s Annual Report
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for fiscal year 2004 on Form 10-K, Exhibit 10.90, filed April 21, 2005.
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(10.14)*
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CPI Corp. Non-Employee Directors Restricted Stock Policy pursuant to the CPI Corp. Omnibus Incentive Plan effective as of
|
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August 14, 2008, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2008 on Form 10-K, Exhibit 10.31,
|
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filed April 23, 2009.
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(10.15)*
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CPI Corp. Non-Employee Directors Restricted Stock Policy (Restricted Stock Election), effective August 14, 2008, incorporated
|
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by reference to CPI Corp.'s Annual Report for fiscal year 2008 on Form 10-K, Exhibit 10.33, filed April 23, 2009.
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(10.16)*
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Form of Option Agreement, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed August 21, 2008.
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(10.17)*
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Form of Restricted Stock Award Agreement, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2004 on
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Form 10-K, Exhibit 10.93, filed April 21, 2005.
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(10.18)*
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CPI Corp. Omnibus Incentive Plan, incorporated by reference to CPI Corp.'s Form DEF 14A, Annex A, filed June 23, 2008.
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(10.19)*
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Employment Agreement by and between CPI Corp. and Renato Cataldo, incorporated by reference to CPI Corp.'s Form 10-Q,
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Exhibit 10.10, filed September 1, 2005. File No. 1-10204
|
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(10.20)*
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Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Renato Cataldo, incorporated
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by reference to CPI Corp.'s Form 10-Q, Exhibit 10.104, filed September 1, 2005.
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(10.21)*
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Letter from the Company regarding Supplemental Retirement Benefits, dated June 28, 2006, delivered to Richard Tarpley,
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incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.61, filed July 5, 2006.
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(10.22)*
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Letter from the Company regarding Supplemental Retirement Benefits, dated June 28, 2006, delivered to Jane E. Nelson,
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incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.62, filed July 5, 2006.
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(10.23)*
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Employment Agreement dated September 12, 2007, by and between Thomas Gallahue and CPI Corp., incorporated by
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reference to CPI Corp.'s Form 8-K, Exhibit 10.60, filed September 18, 2007.
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(10.24)
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Purchase and Sale Agreement dated as of May 1, 2007, by and among Portrait Corporation of America, PCA LLC, American
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Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo Corporation of
|
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America, Inc., (each, a "Seller") and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 2.1, filed
|
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May 3, 2007.
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(10.25)
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Amendment No. 1 to the Purchase and Sale Agreement dated as of May 1, 2007, by and among Portrait Corporation of America,
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PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo
|
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Corporation of America, Inc., (each, a "Seller") and CPI Corp., such amendment effective as of May 21, 2007, incorporated by
|
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reference to CPI Corp.'s Form 8-K, Exhibit 2.1, filed May 25, 2007.
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(10.26)
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Amendment No. 2 to the Purchase and Sale Agreement dated as of June 8, 2007, by and among Portrait Corporation of America,
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PCA LLC, American Studios, Inc., PCA Photo Corporation of Canada, PCA National LLC, PCA Finance Corp., Inc., Photo
|
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Corporation of America, Inc., (each, a "Seller") and CPI Corp., incorporated by reference to CPI Corp.'s Form 8-K,
|
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Exhibit 2.3, filed June 24, 2007.
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EXHIBIT
|
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NUMBER
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DESCRIPTION
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(10.27)
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Second Amended and Restated Credit Agreement dated as of June 8, 2007, among the Company, the financial institutions that
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are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and arranger
|
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for the lenders, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed June 14, 2007.
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(10.28)
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First Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial institutions
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that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative agent and
|
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arranger for the lenders, dated June 8, 2007, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on
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Form 10-K, Exhibit 10.28, filed April 22, 2010.
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(10.29)
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Second Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial
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institutions that are or may from time to time become parties thereto and LaSalle Bank National Association, as administrative
|
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agent and arranger for the lenders, dated December 10, 2008, incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.1,
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filed December 19, 2008.
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(10.30)
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Third Amendment to that certain Second Amended and Restated Credit Agreement, among the Company, the financial
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institutions that are or may from time to time become partites thereto and Bank of America, N.A., as successor to LaSalle Bank
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National Association, as administrative agent and arranger for the lenders, effective April 16, 2009, incorproated by reference to
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CPI Corp.'s Form 8-K, Exhibit 10.47, filed April 21, 2009.
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(10.31)
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Master Lease Agreement between Wal-Mart Stores East, L.P., Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, Wal-Mart
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Stores Texas, LP and Portrait Corporation of America, Inc., effective June 8, 2007, incorporated by reference to CPI Corp.'s
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Form 10-Q, Exhibit 10.59, filed August 30, 2007. (Confidential treatment requested for portions of this document).
|
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(10.32)
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First Amendment to the Master Lease Agreement between Wal-Mart Stores, East, LP, Wal-Mart Stores, Inc., Wal-Mart
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Louisiana, LLC, Wal-Mart Stores Texas, LP and Portrait Corporation of America, Inc., effective June 8, 2007, incorporated by
|
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reference to CPI Corp.'s Form 10-Q, Exhibit 10.60, filed December 20, 2007.
|
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(10.33)
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Second Amendment to the Master Lease Agreement between Wal-Mart Stores, East, LP, Wal-Mart Stores, Inc., Wal-Mart
|
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Louisiana, LLC, Wal-Mart Stores Texas, LP and Portait Corporation of America, Inc., effective June 8, 2007, incorporated by
|
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reference to CPI Corp.'s Form 10-Q, Exhibit 10.61, filed December 20, 2007.
|
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(10.34)
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License Agreement dated December 22, 2008, by and between CPI Corp., Consumer Programs Incorporated, a subsidiary of
|
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Company, and Sears, Roebuck and Co. (confidential treatment requested for portions of this document), incorporated by
|
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reference to CPI Corp.'s Form 8-K, Exhibit 10.1, filed December 24, 2008.
|
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(10.35)
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Letter Agreement dated December 22, 2008, by and between CPI Corp., Consumer Programs Incorporated, a subsidiary of
|
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the Company, and Sears, Roebuck and Co., incorporated by reference to CPI Corp.'s Form 8-K, Exhibit 10.2, filed
|
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December 24, 2008.
|
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(10.36)*
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Employment Agreement by and between CPI Corp. and Dale Heins, dated April 23, 2008, incorporated by reference to
|
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CPI Corp.'s Form 8-K, Exhibit 10.62, filed April 24, 2008.
|
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(10.37)*
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Employment Agreement by and between CPI Corp. and Jim Mills, dated September 2, 2008, incorporated by reference to
|
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CPI Corp.'s Form 10-Q, Exhibit 10.65, filed December 18, 2008.
|
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(10.38)*
|
Chairman's Agreement by and between CPI Corp. and David Meyer, dated September 22, 2008, incorporated by reference to
|
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CPI Corp.'s Form 10-Q, Exhibit 10.66, filed December 18, 2008.
|
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(10.39)*
|
Amendment to Chairman's Agreement by and between CPI Corp. and David Meyer, dated September 25, 2009, incorporated by
|
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reference to CPI Corp.'s Form 10-Q, Exhibit 10.58, filed December 22, 2009. (Confidential treatment requested for portions of
|
||
this document.)
|
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(10.40)*
|
Amendment to Chairman's Agreement dated September 22, 2008, and amended September 25, 2009, by and between CPI Corp.
|
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and David Meyer, dated February 12, 2010, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on
|
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Form 10-K, Exhibit 10.40, filed April 22, 2010.
|
EXHIBIT
|
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NUMBER
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DESCRIPTION
|
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(10.41)*
|
Executive Chairman's Agreement by and between CPI Corp. and David Meyer, dated April 19, 2010, incorporated by reference
|
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to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.41, filed April 22, 2010.
|
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(Confidential treatment requested for portions of this document.)
|
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(
10.42
)
|
Amendment dated as of February 22, 2010, by and between CPI Corp. and Toys "R" Us - Delaware, Inc. ("Licensor") to the
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Amended and Restated License Agreement made and entered into as of December 23, 2005, by and between Licensor and
|
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Kiddie Kandids, LLC. Amended and Restated License Agreement made and entered into as of December 23, 2005, by and
|
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between Licensor and Kiddie Kandids, LLC. These documents are incorporated by reference to CPI Corp.'s Annual Report for
|
||
fiscal year 2009 on Form 10-K, Exhibit 10.42, filed April 22, 2010. (Confidential treatment requested for portions of these
|
||
documents.)
|
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(10.43)*
|
Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 28, 2005, incorporated by reference to
|
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CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.43, filed April 22, 2010.
|
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(10.44)*
|
Confidentiality, Noncompetition and Nonsolicitation Agreement by and between CPI Corp. and Keith Laakko, dated
|
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December 28, 2005, incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.44,
|
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filed April 22, 2010.
|
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(10.45)*
|
First Amendment to Employment Agreement by and between CPI Corp. and Keith Laakko, dated December 30, 2005,
|
|
incorporated by reference to CPI Corp.'s Annual Report for fiscal year 2009 on Form 10-K, Exhibit 10.45, filed April 22, 2010.
|
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(10.46)*
|
Amended and Restated CPI Corp. Retirement Plan, effective January 1, 2010, incorporated by reference to CPI Corp.'s Annual
|
|
Report for fiscal year 2009 on Form 10-K, Exhibit 10.46, filed April 22, 2010.
|
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(11.1)^
|
Computation of Income (Loss) Per Share - Diluted
|
|
(11.2)^
|
Computation of Income (Loss) Per Share - Basic
|
|
(21.0)^
|
Subsidiaries of the Registrant
|
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(23.0)^
|
Independent Registered Public Accounting Firm's Consent
|
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(
31.1
)
|
Certification Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934 by the President and Chief Executive
|
|
Officer.
|
||
(
31.2
)
|
Certification Pursuant to Rule 13a-14(a) Under the Securities and Exchange Act of 1934 by the Executive Vice President,
|
|
Finance and Chief Financial Officer and Treasurer.
|
||
(
32.0
)
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the
|
|
President and Chief Executive Officer and the Executive Vice President, Finance and Chief Financial Officer and Treasurer.
|
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SIGNATURES
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