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EXECUTION COPY
EMPLOYMENT SEPARATION AND RELEASE
AGREEMENT
THIS EMPLOYMENT SEPARATION AND
RELEASE AGREEMENT (“Agreement”) is made and entered
into as of the 26th day of March, 2012, by and between Renato
Cataldo, an individual (“Executive”), and CPI Corp., a
Delaware corporation (alternatively and collectively with its
affiliated corporations, “CPI”). Executive and CPI are
sometimes individually called “Party” or collectively
called “Parties”.
In consideration of the covenants
set forth below and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1.
Employment
Termination . Executive's last day of active
employment by CPI was February 8, 2012 (the “Termination
Date”). Executive acknowledges and understands that certain
of the benefits paid pursuant to this Agreement are being paid by
CPI as consideration for Executive's agreement to, and compliance
with, this Agreement. Executive further acknowledges and
understands that certain of the obligations of CPI under this
Agreement are provided for in exchange for the obligations of
Executive described below.
2.
Severance
Benefits .
CPI hereby agrees to pay to Executive the severance benefits as
described in Exhibit A, attached hereto and incorporated by this
reference (hereinafter the “Severance Benefits”). The
Severance Pay obligation arises out of CPI's obligations under the
Offer of Employment entered into by the Parties on July 21, 2005
and is not to be construed as consideration under this
Agreement.
3.
Release of
CPI . With
the exception of Executive's Severance Benefits referred to in
paragraph 2 above, Executive's Indemnification Rights (as defined
in CPI's by-laws), and Executive's rights to take reasonable and
good faith adverse positions to CPI in third party proceedings
where the interests of CPI and Executive may diverge or be in
conflict (“Executive Carve Out Rights”), Executive, on
his own behalf and on behalf of his heirs and legal
representatives, does hereby release CPI, its affiliated
corporations, and their respective directors, officers, executives
and agents of and from any and all claims and causes of action for
money or other damages or relief of any kind whatsoever from CPI,
arising directly or indirectly out of, or in any way related to
Executive's employment by CPI or the termination of that
employment. Excepting Executive's Carve Out Rights, this release
includes, but is not limited to, claims and rights based on (i)
written or implied contracts, (ii) legal restrictions on CPI's
right to terminate Executive's employment, if any, or (iii) any
federal, state or local law or regulation prohibiting employment
discrimination, including without limitation, any and all claims
arising under or in connection with the Age Discrimination in
Employment Act of 1967 ("ADEA"), the Older Workers Benefit
Protection Act, the Americans with Disabilities Act, the Family and
Medical Leave Act, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Equal Pay Act, the Occupational
Safety and Health Act, the Executive Retirement Income Security
Act, the Worker Adjustment and Retraining Notification Act, the
Immigration Reform and Control Act, the National Labor Relations
Act, 42 U.S.C. Sections 1981, 1983 and 1985, the Missouri Human
Rights Act, (all such statutes as amended) and any regulations
under such authorities, and any other federal, state or local law
or regulation applicable to Executive's employment by CPI or the
termination of that employment, any public policy, tort, or common
law claim.
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Nothing contained
herein shall be deemed to waive Executive's right to file a charge
or complaint with the Equal Employment Opportunity Commission
(“EEOC”) or any other administrative agency, including
a challenge to the validity of this Agreement or to participate in
an investigation or proceeding conducted by the EEOC or any
administrative agency, or the right to sue for breach of this
Agreement. Ex