exh10_66.htm


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    EXHIBIT 10.66

    


    


    September
22, 2008

    


    Mr. David
M. Meyer, Managing Director

    Knightspoint
Partners, LLC

    1325
Avenue of the Americas, 27th
Floor

    New York,
NY 10019

    


    Dear
David:

    


    This will
confirm your agreement with CPI Corp. (the “Company”) regarding your
compensation as Chairman of the Board of Directors of the Company (the “Board”)
during the term hereof (the “Chairman”).

    


    1.  Chairman.

    


    a.           During
the term of this agreement, you hereby agree to oversee and advise executive
management of the Company relating to the following strategic goals for the
Company:

    


    i. effective implementation of the
Company’s strategic direction as established by the Company’s Board and as
evidenced by achievement of EBITDA targets established by the Board in each
fiscal year;

    


    ii. conclusion of negotiations
regarding the Company’s license agreement with Sears Roebuck and Company in a
manner that serves the best interests of the Company;

    


    iii. moderation of sits decline toward
a level flat to increasing as compared with the previous year, and, a minimum of
flat to higher net sales revenue over the previous year and over a comparable
number of 

             
   same stores;

    


    iv. assisting the Board and management
in developing a long-range strategic plan for protecting and increasing
shareholder value over time including new sources of revenue; and

    


    v. development and implementation of
value-creating financial strategies.

    


    The
Compensation Committee of the Company’s Board of Directors (the “Committee”)
shall periodically review, adjust and mutually agree on the specific goals and
guidelines for your position as Chairman hereunder.


    
      
         


      

      
         


        
        

      

      
         


      

    


    


    b.           In
consideration of your agreement hereunder, you shall be entitled to the
compensation described in Paragraphs 2 and 3 hereof.

    


    2.  Annual
Compensation.

    


    a.           Retainer:  You
will be eligible to receive an annual retainer of $200,000 for each fiscal year
of the Company during the term of this agreement, payable in shares of common
stock of the Company.  During the Company’s fiscal year ending
February 7, 2009 (“FY2008”), your annual retainer will be paid as
follows:  (1) upon entering into
this agreement, shares will be awarded in the amount of $150,000, based on the
market price on the date of the agreement, with $100,000 of such shares being
fully vested as of the date of such award and $50,000 of such shares being
awarded as restricted shares that would vest on the last trading day of the
third quarter of FY2008, and (2) the final
installment of $50,000 for FY2008 would be awarded on the first trading day of
the fourth quarter of FY2008, based on the market price on the date of such
award, as restricted shares that would vest on the last day of
FY2008.  During the Company’s fiscal year ending February 6, 2010
(“FY2009”), your annual retainer shall be paid in four equal installments of
$50,000 of restricted shares on first trading day of each quarter during FY2009,
with the number of restricted shares to be awarded for each such quarter to be
determined based on the market price on the date of such award, and such shares
would vest on the last day of the quarter during FY2009 in which the relevant
award was made.

    


    b.           Annual Performance
Bonus:  You will be eligible to receive an annual performance
bonus for each fiscal year of the Company during the term of this agreement in
an amount, in the aggregate, equal to 0.67% of the Adjusted EBITDA (“Full
Award”) as reported in the applicable earnings release of the Company for such
fiscal year.  Your actual performance bonus for FY2008 will subject to
satisfaction of the targets set out below:

    


    •  you
will be entitled to an amount equal to 20% of the Full Award for achievement of
$60mm of Fiscal Year 2008 Adjusted EBITDA;

    •  you
will be entitled to an amount equal to 20% of Full Award for achievement of
$40mm of Adjusted EBITDA in the Fourth Quarter of FY2008;

    •  you
will be entitled to an amount equal to 20% of the Full Award for achievement of
flat or better sales comparables in the fourth quarter of FY2008 (as reported on
the Company’s point of sales system for the
relevant quarter);

    •  you
will be entitled to an amount equal to 20% of the Full Award for execution of a
Sears extension agreement prior to the last day of FY2008;

    •  you
will be entitled to an amount equal to 20% of the Full Award based on
achievements of such other targets and goals as are determined by the Committee
in its sole discretion, including but not limited to reallocation of the targets
set out above.


    
      
        
           

        

         


      

      
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    Not later
than ninety (90) days after the beginning of FY2009, you and the Committee will
mutually agree upon the targets for your FY2009 performance bonus.

    


    c.           The
amount determined in accordance with Paragraph 2(b) above will be paid to you in
the form of shares of the Company’s common stock to be awarded to you not later
than ninety (90) days following the Company’s fiscal year to which such bonus
relates.  The number of shares awarded to you with respect to your
performance bonus for a fiscal year will be determined by dividing (i) the amount
determined under Paragraph 2(b) by (ii) the closing price
of a share of the Company’s common stock on the last trading day of the relevant
fiscal year.  Any such shares shall be subject to the terms of the
Company’s Omnibus Incentive Plan, adopted as of May 29, 2008 (the “Plan”), a
Stock Award Agreement, and such other terms and conditions as the Committee
shall determine and as set out in your Stock Award Agreement.  Any
shares awarded to you with respect to your performance bonus will be fully
vested as of the date of such award.

    


    d.           It
is understood that the Committee may make judgments that in its view merit
compensation beyond the amount determined in Paragraph 2(b) because of
extraordinary service or Company requirements in a fiscal year.

    


    e.           In
the event you voluntarily terminate this agreement prior to the last day of a
fiscal year of the Company during the term hereof, you will forfeit any
compensation payable under Paragraph 2(b) with respect to such fiscal
year.  If this agreement terminates prior to the last day of a fiscal
year of the Company during the term for any reason other than your voluntary
termination of this agreement, the amount determined in Paragraph 2(b) above
shall be prorated for the period within such fiscal year.

    


    3.  Stock Option
Grant.  You are hereby awarded a nonstatutory option to
purchase up to 60,000 shares of the Company’s common stock, subject to the
terms, conditions and restrictions set out in the attached Stock Option
Agreement.  Your option includes terms and conditions substantially
the same as those that apply to the executives’ options, except that 50% of your
options would vest on the last day of FY2008, 50% would vest on the last day of
FY2009, and your option will have a five-year term.   The
exercise price of your options will be the closing price as of the date of
award.

    


    4.  Term;
Termination.

    


    a.           This
agreement will take effect as of September 22, 2008, and will continue for an
initial term expiring on the last day of FY2009.

    


    b.           This
agreement shall terminate immediately in the event of your death or permanent
disability at any time prior to the last day of FY2009.

    



    
      
        
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    c.           Either
party may terminate this agreement at any time, with or without cause, upon
sixty (60) days prior written notice to the other party.

    


    d.           Except
as specifically provided in Paragraphs 2(a), 2(e) or 4(e), expiration or
termination of this agreement will not relieve either party of any liability or
obligation which accrued hereunder prior to the effective date of such
termination, nor preclude either party from pursuing all rights and remedies it
may have hereunder or at law or in equity with respect to any breach of this
agreement, nor prejudice either party’s right to obtain performance of any
obligation.

    


    e.           In
the event of a termination of this agreement by the Company prior to the last
day of FY2009, any then outstanding restricted shares previously awarded to you
under Paragraph 2(a) shall immediately become vested shares.

    


    5.  Reimbursement of
Expenses.  The Company will reimburse you for all reasonable,
documented expenses incurred at the Company’s request in connection with the
this agreement (including travel expenses, which will be reimbursed in
accordance with the Company’s standard travel policy), subject to your
submission of invoices or other customary proof of expense.  Invoices
for expenses and accompanying documentation must be submitted within thirty (30)
days of the end of the month in which such expenses were
incurred.  The Company will pay correct invoices within thirty (30)
days of receipt.

    


    6.  Assignment; Binding
Agreement.

    


    a.           You
may not assign this agreement or any part hereof.

    


    b.           The
Company may assign all rights and liabilities under this agreement to a
subsidiary or an affiliate or to a successor to all or a substantial part of its
business and assets without your consent.

    


    c.           Subject
to the foregoing, this agreement will inure to the benefit of and be binding
upon each of the heirs, assigns and successors of the respective
parties.  Any purported assignment that does not comport with this
Paragraph 7 will be null, void and of no effect.

    


    7.           Consent of the
Board.  This agreement is subject to ratification by the Board,
and you shall be recused from voting on the matter.

    


    [Signature
page follows]

    



    
      
        
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    Please
acknowledge your agreement to the terms set forth herein by signing and
returning one copy of this letter to me.

    


    


                                                 
Sincerely,

    


                                                 
CPI Corp.

    


                                                 
By: /s/Turner White

                                                                                                                                             
   __________________________________

                                                                                                                                               
 Turner White

                                                                                                                                           
     Chairman, Compensation Committee

    


    


    Agreed to
this 22nd day of
September, 2008

    


    /s/David
M. Meyer

    _________________________

    David M.
Meyer

    


    



    
      
        
           

        

         


      

      
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    CPI
CORP.

     

    NONSTATUTORY STOCK OPTION
AGREEMENT

     

    


    THIS
NONSTATUTORY STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of
September 22, 2008 (the “Grant Date”), between CPI Corp., a Delaware corporation
(the “Company”), and David M. Meyer (the “Optionee”).  Capitalized
terms not otherwise defined herein shall have the meaning assigned to such terms
in the CPI Corp. Omnibus Incentive Plan (the “Plan”).

    W I T N E S S E T
H:

     

    WHEREAS,
Optionee has entered into an agreement with the Company dated September 22, 2008
(the “Chairman’s Agreement”), and

    


    WHEREAS,
the Chairman’s Agreement provides for the grant of an option to Optionee subject
to the terms and conditions of this Agreement and the Plan.

    


    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter contained, the parties hereto mutually covenant and agree
as follows:

    


    1. Grant of
Option.  The Company hereby grants to Optionee an option (the
“Option”) to purchase all or any part of an aggregate of sixty thousand (60,000)
Shares on the terms and conditions set forth herein.  The Option shall
not constitute
an “incentive stock option”  within the meaning of Section 422 of the
Code.

     

    2. Option
Price.  The purchase (exercise) price for each Share issuable
upon exercise of the Option shall be $12.21, being not less than 100% of the
Fair Market Value per Share on the Grant Date.

     

    3. Vesting.

     

    (a)           Subject
to Section 5 hereof, the Option will vest as to fifty percent (50%) of the total
number of Shares described in Section 1 hereof  (the “First Tranche”)
on February 7, 2009 (the “First Vesting Date”), and thereafter, the First
Tranche will become exercisable upon the occurrence of the conditions set forth
below:

     

    (i)           One-third
(1/3) of the First Tranche will become exercisable upon the achievement of the
First Target Stock Price (for the avoidance of doubt, if the First Target Stock
Price is achieved after the Grant Date but before the First Vesting Date, such
one-third of the First Tranche will become immediately exercisable on the First
Vesting Date);

    


    (ii)           An
additional one-third (1/3) of the First Tranche will become exercisable upon the
achievement of the Second Target Stock Price (for the avoidance of doubt, if the
Second Target Stock Price is achieved after the Grant Date but before the
First


    
      
        
           

        

         


      

      
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    Vesting
Date, such additional one-third of the First Tranche will become immediately
exercisable on the First Vesting Date); and

    


    (iii)           The
final one-third (1/3) of the First Tranche will become exercisable upon the
achievement of the Third Target Stock Price (for the avoidance of doubt, if the
Third Target Stock Price is achieved after the Grant Date but before the First
Vesting Date, such final one-third of the First Tranche will become immediately
exercisable on the First Vesting Date).

    


    (b)           Subject
to Section 5 hereof, the Option will vest as to the remaining fifty percent
(50%) of the total number of Shares described in Section 1 hereof (the “Second
Tranche”) on February 6, 2010 (the “Second Vesting Date”), and thereafter, the
Second Tranche will become exercisable upon the occurrence of the conditions set
forth below:

     

    (i)           One-half
of the Second Tranche will become exercisable upon the achievement of the Second
Target Stock Price (for the avoidance of doubt, if the Second Target Stock Price
is achieved after the Grant Date but before the Second Vesting Date, such
one-half of the Second Tranche will become immediately exercisable on the Second
Vesting Date); and

    


    (ii)           The
remaining one-half of the Second Tranche will become exercisable upon the
achievement of the Third Target Stock Price (for the avoidance of doubt, if the
Third Target Stock Price is achieved after the Grant Date but before the Second
Vesting Date, such remaining one-half of the Second Tranche will become
immediately exercisable on the Second Vesting Date).

    


    (c)           For
purposes of this Option, the following terms shall have the following
meanings:

     

    “First Target Stock Price”
shall mean the closing price of a Share on the New York Stock Exchange exceeds
$25.00 for at least 20 consecutive trading days after the Grant
Date.

     

    “Second Target Stock Price”
shall mean the closing price of a Share on the New York Stock Exchange exceeds
$45.00 for at least 20 consecutive trading days after the Grant
Date.

     

    “Third Target Stock Price”
shall mean the closing price of a Share on the New York Stock Exchange exceeds
$65.00 for at least 20 consecutive trading days after the Grant
Date.

     

    4. Term.  Subject
to earlier termination as provided in Section 5 hereof, the Option shall expire
on the fifth (5th)
anniversary of the Grant Date.

     

    5. Early
Termination of Chairman’s Agreement.  If the Chairman’s
Agreement terminates for any reason prior to the First Vesting Date, then the
Option shall be immediately cancelled and forfeited by the Optionee for no
consideration.  If the Chairman’s Agreement

     


    
      
        
           

        

         


      

      
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    terminates
for any reason after the First Vesting Date but prior to the Second Vesting
Date, then (1)
the Second Tranche of the Option shall be immediately cancelled and forfeited by
the Optionee for no consideration and (2) the Optionee shall
have the right, subject to the exercisability conditions set forth in Section
3(a) above, to exercise all or any part of the First Tranche of the Option prior
to the expiration of the Option under Section 4.

     

    6. Nontransferability.  The
Option shall not be transferable other than by will or the laws of descent and
distribution, and any permitted transferee shall take the Option subject to all
of the terms hereof.  During the lifetime of the Optionee, the Option
may be exercised only by the Optionee or, in the case of the Optionee’s
Disability, the Optionee’s duly authorized representative.  Following
the death of the Optionee, the Option may be exercised only by the Optionee’s
executor, administrator or permitted transferee as provided
above.  Without limiting the generality of the foregoing, the Option
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of law, and shall
not be subject to execution, attachment or similar process, and any attempt to
do so shall be void.

     

    7. Method of
Exercising Option.

     

    (a) Subject
to the terms and conditions of this Agreement and the Plan, the Option may be
exercised, in whole or in part, to the extent then vested and exercisable, at
any time prior to its expiration pursuant to Section 4 or Section 5
hereof.  Any such exercise shall be effected by a written notice
delivered to the Secretary of the Company at its principal executive office, in
such form as the Company may prescribe, and shall be signed by the person or
persons so exercising this Option. Any notice of exercise
delivered under this Section 7 shall state the number
of Shares in respect of which the Option is being exercised, and shall be
accompanied by full payment for the Shares with respect to which the Option is
exercised (in the form permitted in Section 7(b) hereof).  If the
Option is exercised by any person or persons other than the Optionee under
Section 6 hereof, then the notice shall be accompanied by appropriate proof of
the right of such person or persons to exercise the Option.

     

    (b) The
exercise price of the Option (or portion thereof being exercised) may be paid
(i) in United States dollars in cash or by check; (ii) through delivery of
Shares owned by Optionee having a Fair Market Value equal as of the date of the
exercise to the exercise price of the Option; or (iii) by having the
Company retain from the Shares otherwise issuable upon exercise of the Option, a
number of Shares having a Fair Market Value equal, as of the date of exercise,
to the exercise price of the Option (a “net-exercise”); or (iv) by any
combination of (i), (ii), or (iii) above.

     

    (c) The
Company shall have the right to deduct from any compensation or any other
payment of any kind due the Optionee, the amount of any federal, state or local
taxes required by law to be withheld (if any) as the result of any exercise of
this Option.  In lieu of such deduction, the Company may require the
Optionee to make a cash payment to the Company equal to the amount of taxes (if
any) required to be withheld.  If the Optionee does not make such
payment when requested, the Company may refuse to issue any Shares under this
Option until arrangements satisfactory to the Company for such payment have been
made.

     


    
      
        
           

        

         


      

      
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    8. No Rights
of a Shareholder.  The Optionee
shall not have any of the rights of a shareholder of the Company with respect to
the Shares that may be issued upon the exercise of the Option until such time as
the Shares are issued to the Optionee following an exercise.  No
adjustment shall be made for dividends or other distributions made by the
Company to its shareholders or other rights for which the record date is prior
to the date on which the Optionee is admitted as a shareholder with respect to
Shares that may be issued upon the exercise of the
Option.  Notwithstanding the preceding sentence, in the event of an
extraordinary cash dividend or distribution, the Committee shall make
appropriate and equitable adjustments to the number of Shares subject to this
Option and/or to the exercise price hereof as the Committee determines in its
sole and reasonable discretion are necessary to prevent dilution of Optionee’s
rights hereunder.  The Committee’s determination with respect to any
such adjustments under this Section 8 shall be conclusive and binding on the
Optionee.

     

    9. Securities
Law Considerations.
If at any time during the term of the Option, the Company shall be
advised by its counsel that Shares issuable upon exercise of the Option are
required to be registered under the Federal Securities Act of 1933, as amended
(the “1933 Act”), or under applicable state securities laws, or that delivery of
such Shares must be accompanied or preceded by a prospectus meeting the
requirements of the 1933 Act or of any applicable state securities laws,
issuance of Shares by the Company may be deferred until such registration is
effected or a prospectus available or an appropriate exemption from registration
is secured.  The Optionee shall have no interest in the Shares covered
by this Option unless and until such Shares are issued.  The Optionee
agrees and acknowledges that the Option may not be exercised unless the
foregoing conditions are satisfied.

     

    10. Subject
to the Plan.  This Agreement shall be subject to and governed
by all the terms and conditions of the Plan.  A copy of the Plan has
been delivered to the Optionee and is hereby incorporated by
reference.  In the event of any discrepancy or inconsistency between
the terms and conditions of this Agreement and of the Plan, the terms and
conditions of the Plan shall control.

     

    11. Code
Section 409A.  This Option is
intended to be exempt from Section 409A of the Code, and the regulations and
guidance promulgated thereunder (“Section 409A”).  Notwithstanding the
foregoing or any provision of this Option to the contrary, if any provision of
this Option contravenes Section 409A or could cause the Optionee to incur any
tax, interest or penalties under Section 409A, the Board may, in its sole
discretion and without the Optionee’s consent, modify such provision to comply
with, or avoid being subject to, Section 409A, or to avoid the incurrence of
taxes, interest and penalties under Section 409A.

     

    12. Interpretation.  The
interpretation and construction of any terms or conditions of the Plan, or of
this Agreement or other matters related to the Plan by the Committee shall be
final and conclusive.

     

    13. Enforceability.  This
Agreement shall be binding upon the Optionee and such Optionee’s estate,
personal representative and beneficiaries.

     


    
      
        
           

        

         


      

      
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    14. Governing
Law.  This Agreement
shall be governed and construed in accordance with the laws of the State of
Delaware (regardless of the law that might otherwise govern under applicable
Delaware principles of conflict of laws).

     

    IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its officer thereunto
duly authorized, and the Optionee has hereunto set his or her hand, all as
effective as of the day and year first above written.

     

    CPI
Corp.,

    a
Delaware corporation

     

    By:   __________________________________________                                                                        

     Title:                                                                     

     

    


     

    OPTIONEE:

    
                                                                                                   
By:/s/David M. Meyer

                                                                                                            
___________________________________________

                 David
M. Meyer

    


    


    


    



    
      
        
           

        

         


      

      
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