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 18th day of March 2011
/s/David M. Meyer
_______________________
David M. Meyer
4
SCHEDULE A
TO AGREEMENT DATED MARCH 18, 2011
Performance Bonus Criteria for Fiscal Year
Ending February 4, 2012 ("FY 2011")
Your target performance bonus for FY 2011 is $300,000 ("Target EBITDA Bonus")
and is tied to Consolidated Adjusted EBITDA performance. The actual bonus earned
shall be determined based on the following criteria:
FY 2011 Adjusted EBITDA
(1)
If FY2011 Adjusted EBITDA is less than $42,000,000, then you shall not be
entitled to an EBITDA Bonus.
(2)
If FY2011 Adjusted EBITDA is equal to $42,000,000, then you shall be entitled to
an EBITDA Bonus equal to 50% of the Target EBITDA Bonus.
(3)
If FY2011 Adjusted EBITDA is $44,000,000, then you shall be entitled to 100% of
the Target EBITDA Bonus. If the FY2011 Adjusted EBITDA is between $42,000,000
and $44,000,000, then you shall be entitled to a prorated EBITDA Bonus between
50% and 100% of the Target EBITDA Bonus.
(4)
If FY2011 Adjusted EBITDA exceeds $44,000,000, then you shall be entitled to the
Target EBITDA Bonus plus $37,500 for each $1,000,000 by which FY2011 Adjusted
EBITDA exceeds $44,000,000, prorated as applicable.
5