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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

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