exh10_47.htm




EXHIBIT 10.47







RESTRICTED STOCK AWARD AGREEMENT







THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), is entered into on April 15, 2010 (the “Grant Date”), between CPI Corp., a Delaware corporation (the “Company”), and _____________  (the “Director”).







RECITALS







WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its stockholders for nonemployee members of the Company’s Board of Directors (the “Board”) to obtain or increase their stock ownership interest in the Company, thereby attracting, retaining and rewarding such directors and strengthening the mutuality of interest between the directors and the Company's stockholders; and







WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has approved an award of restricted shares of common stock of the Company to the Director, subject to the terms, conditions and restrictions set out in this Agreement and in the CPI Corp. Omnibus Incentive Plan, as approved by the Company’s shareholders on July 17, 2008 (the “Plan”);







NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:







1.  Award of Shares; Deliveries.







(a)  As of the Grant Date, the Company hereby grants to the Director an award of __________shares of common stock of the Company, par value $.40 per share (collectively, the “Restricted Shares”), upon the terms and conditions set forth in this Agreement and in the Plan.







(b)  Concurrently with the execution of this Agreement:


 



	
(i) 


 


 


(ii)  


 


(iii)  

	
the Company shall deliver to the Director a copy of a share certificate or certificates representing the Restricted Shares which shall contain the legend(s) set forth in Section 5 hereof; and


 


the Director shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Shares; or


 


in lieu of the foregoing, the Company may use the book entry method with its transfer agent to handle the awarding of the Restricted Shares.







 


(c)  If the Director shall elect to file a Section 83(b) election with respect to the Restricted Shares, the Director shall deliver to the Company a copy of a duly executed Section 83(b) election not later than 30 days following the Grant Date.


 






  





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2.  Representations and Acknowledgements of Director.  The Director hereby:




 



	
(i)  


 


(ii)  


 


(iii)  


 


(iv)  


 

	
acknowledges and accepts the Restricted Shares described in Section 1;


 


represents that he is acquiring the Restricted Shares for investment and not with a view to or for resale or distribution thereof;


 


agrees and acknowledges that the Restricted Shares are issued pursuant to, and subject to the terms and conditions set forth in, the Plan; and


 


agrees that the Restricted Shares will be held by Director and his successors and assigns subject to all of the restrictions, terms and conditions contained in this Agreement, and that the Restricted Shares will be disposed of only in accordance with the terms of this Agreement.


 







 




3.  Restrictions.  The Restricted Shares are subject to the Transfer Restrictions and Forfeiture Restrictions set forth in Sections 3(a) and 3(b) below (collectively, the “Restrictions”). The restrictions set out in Section 3(a) are hereinafter referred to in this Agreement as the “Transfer Restrictions,” and the restrictions set out in Section 3(b) are hereinafter referred to in this Agreement as the “Forfeiture Restrictions.”







(a)  Transfer Restrictions.  Except as otherwise permitted under this Agreement, Director agrees not to sell, transfer, assign, give, pledge, or otherwise dispose of or encumber any part or all of the Restricted Shares, whether voluntarily, by operation of law, or otherwise, prior to the lapse of the Transfer Restrictions thereon pursuant to Section 4 hereof.  Any attempted transfer of all or any portion of the Restricted Shares that remain subject to the Transfer Restrictions shall be considered null and void and the Director shall continue to be bound by all of the terms and provisions hereof.







(b)  Forfeiture Restrictions.  Subject to Section 4(b) hereof, upon any termination of the Director’s membership on the Board prior to February 5, 2011, for any reason other than the Director’s death, Total and Permanent Disability, or Normal Retirement, all of the Restricted Shares that have not yet become Vested Shares (as defined below) at the effective time of such termination (as determined under Section 4 hereof), shall be returned to and canceled by the Company and shall be deemed to have been forfeited by Director.  The Company will not be obligated to pay Director any consideration whatsoever for any forfeited Restricted Shares.  Subject to Section 1(b)(iii), in the event of a termination of Director’s membership on the Board prior to February 5, 2011, for any reason other than Director’s death, Total and Permanent Disability, or Normal Retirement, the Director shall promptly deliver to the Company the certificates representing the Restricted Shares, together with any documents requested by the Company necessary to effectuate such transfer.







4.  Lapse of Restrictions.







(a)  Subject to Section 4(b) below, the Restrictions shall lapse with respect to the Restricted Shares on February 5, 2011 (the “Vesting Date”) provided that the Director remains a member of the Board at all times through the  Vesting Date.  In the event the Director’s membership on the Board is terminated for any reason prior to February 5, 2011, no further vesting (pro rata or otherwise) shall occur from and after the effective date of such termination.


 


(b)  Notwithstanding Section 4(a), the Restrictions shall lapse as to any Restricted Shares then held by the Director on the first to occur of (i) the effective date of a “Change of Control” of the Company, or (ii) a termination of the Director’s membership on the Board as a result of the Director’s death, Total and Permanent Disability, or Normal Retirement.







(c)  To the extent the Restrictions shall have lapsed under Section 4(a) or Section 4(b) with respect to any Restricted Shares, those shares (“Vested Shares”) will, from and after the applicable vesting date, thereafter be free of the Restrictions set forth in Section 3 hereof.


 


 


 




  





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(d)  If any of the Restricted Shares vest upon the death of the Director, they shall be registered in the name of the estate of the Director except that, to the extent permitted by the Committee, if the Company shall have theretofore received in writing a beneficiary designation, the Shares shall be registered in the name of the Director’s designated beneficiary.







(e)  For purposes of this Agreement, the following terms shall have the following meanings:







“Change of Control ” shall mean a change in control of a nature that would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or would have been required to be so reported but for the fact that such event had been “previously reported” as that term is defined in Rule 12b-2 of Regulation 12B of the Exchange Act unless the transactions that give rise to the Change of Control are approved or ratified by a majority of the members of the Incumbent Board who are not participants in the Plan; provided that, without limitation, notwithstanding anything herein to the contrary, a Change of Control shall be deemed to have occurred if (i) any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the combined voting power of the Company’s then outstanding securities ordinarily (apart from rights accruing under special circumstances) having the right to vote at elections of directors (“Voting Securities”), (ii) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority thereof, or (iii) the stockholders of the Company approve a reorganization, merger or consolidation with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then outstanding voting securities, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.  


 


 “Incumbent Board” shall mean the individuals who constitute the Board on the Grant Date; provided that any person becoming a director subsequent to the Grant Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall, for purposes of this Agreement, be deemed a member of the Incumbent Board.


 


“Normal Retirement” shall mean Director’s voluntary or involuntary termination of membership on the Board on or after attainment of age sixty-five (65).


 


“Person” shall mean and include any individual, corporation, partnership, group, association or other “person,” as such term is used in Section 14(d) of the Exchange Act, other than the Company or any employee benefit plan(s) sponsored or maintained by the Company. 


 


“Total and Permanent Disability” shall mean a disability as described in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, or any successor provisions.


 


5.  Restrictive Legends.  Subject to Section 1(b)(iii) of this Agreement, Director will be issued a stock certificate in respect of the Restricted Shares, which certificate will be registered in the Director’s name and may bear such legend(s) as may be required or necessary to comply with the Securities Act of 1933, as amended, and any applicable state securities laws.  Any certificate or certificates relating to the Restricted Shares shall also be inscribed with a legend evidencing the Restrictions.







6.  Custody.  Subject to Section 1(b)(iii), all certificates representing the Restricted Shares shall be deposited, together with stock powers executed by Director, in proper form for transfer, with the Company.  The Company is hereby authorized to cause the transfer to come into its name of all certificates representing the Restricted Shares which are forfeited to the Company pursuant to Section 3(b) hereof.


 


 




  





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7.  Voting and Dividends; Adjustments.  Subject to the Restrictions and the limitations imposed by this Section 7, Director shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends thereon.  Stock dividends and shares, if any, issued as a result of any stock-split, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or any similar change affecting the capital stock of the Company, which has occurred after the date hereof, issued with respect to the Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same Restrictions and other terms and conditions that apply with respect to, and shall vest or be forfeited at the same time as, the Restricted Shares with respect to which such stock dividends or shares are issued.







8.  No Right to Continue Relationship.  Nothing in this Agreement shall confer upon the Director any right to continue to serve as a member of the Board.







9.  Entire Agreement.







(a)  This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof.  Any term or provision of this Agreement may be waived at any time by the party which is entitled to the benefits thereof, and any term or provision of this Agreement may be amended or supplemented at any time by the mutual consent of the parties hereto, except that any waiver of any term or condition, or any amendment, of this Agreement must be in writing.







(b)  This Agreement shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other securities with preference ahead of or convertible into, or otherwise affecting the Restricted Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other act or proceeding, whether of a similar character or otherwise.







(c)  In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by a governmental authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability, to the maximum extent permissible by law, (a) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (b) by or before any other authority of any of the terms and provisions of this Agreement.







(d)  Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Plan.







10.  Governing Law.  The laws of the State of Missouri shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflict of laws.







11.  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties.







12.  Notices.  All notices and other communications required or permitted under this Agreement shall be written and shall be delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt required, addressed as follows: if to the Company, to the Company’s executive offices at 1706 Washington Avenue, St. Louis, MO  63103 attention:  Chief Financial Officer, and if to the Director or its successor, to the address last furnished by the Director to the Company.  Each notice and communication shall be deemed to have been given when received by the Company or the Director.


 


 




 




  





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13.  No Waiver.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.







14.  Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Agreement. The masculine pronoun shall include the feminine and neuter and the singular shall include the plural, when the context so indicates.







[Signature page follows]











  





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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.












CPI CORP.












By:                                                                


Its:                                                     












The undersigned Director hereby accepts, and agrees to, all terms and provisions of the foregoing Agreement.







__________________________________________


 Signature







 
















  





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