Retirement and Release Agreement by and between Jack Krings and CPI Corp

EX-10.100 4 d65232_ex10-100.htm CONSULTING AGREEMENT

EXHIBIT 10.100

RETIREMENT AND RELEASE AGREEMENT

THIS RETIREMENT AND RELEASE AGREEMENT is made and entered into as of July 25, 2005, by and between JACK KRINGS, an individual (hereinafter referred to as “Krings”), and Consumer Programs Incorporated, a Missouri Corporation, on behalf of itself and its affiliated corporations (hereinafter referred to, alternatively and collectively, as “CPI”).

WHEREAS, Krings has served as a key executive of CPI; and

WHEREAS, Krings has decided to retire; and

WHEREAS, Krings is entitled to certain benefits under his Employment Agreement with CPI dated as of September 5, 2001 (the “Employment Agreement”) and under various benefit plans of CPI; and

WHEREAS, CPI and Krings desire that Krings’ benefits be valued and paid out in accordance with the terms set forth in this Agreement; and

WHEREAS, CPI desires to award to Krings certain benefits in addition to any to which he may be entitled under the Employment Agreement and the various benefit plans of CPI (hereinafter, the “Special Retirement Benefits”);

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Retirement. Krings shall retire from employment with CPI as of Monday, July 25, 2005 (the “Retirement Date”).

2. Special Retirement Benefits.

(a) CPI shall pay to Krings the gross amount of Six Hundred Fifty Thousand Dollars ($650,000.00) in a lump sum on January 26, 2006.

(b) Subject to the approval of the Compensation Committee operating as the Stock Option Committee under the CPI Corp. Stock Option Plan, which consent shall not be unreasonably withheld, Krings shall have the right to exercise previously granted options to purchase common stock, as described on Exhibit B, attached hereto, until July 25, 2006.

3. Other Benefits. CPI shall also pay or provide to Krings (or in the event of his death prior to payment, to his estate or beneficiaries) the following benefits in accordance with the Employment Agreement or other CPI benefit plans and programs:

(a) Base salary through the Retirement Date, based on the annual rate of Three Hundred Sixty-five Thousand Dollars ($365,000.00);

(b) All of Krings’s unused vacation as of the Retirement Date;

(c) All of Krings’s vested and accrued benefits under the CPI Corp. Profit Sharing Plan and Trust (the “Profit Sharing Plan”), in accordance with the terms of the Profit Sharing Plan;

and

(d) Continued indemnification rights and benefits for Krings’s service as an executive officer of CPI in accordance with CPI’s by-laws.

4. Release.

In consideration of the payment by CPI to Krings of the Special Retirement Benefits described in Section 2 above, Krings does hereby release and forever discharge CPI, its affiliated corporations, and their respective directors, officers, employees and agents, from any and all claims, causes of action, liabilities and obligations, of any kind whatsoever (except those arising under this Agreement), whether known or unknown, arising directly or indirectly out of Krings's employment by CPI, the termination thereof, or the Employment Agreement, including, but not limited to, any claims arising under or in connection with the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, 42 U.S.C. Sections 1981, 1983 and 1985, the Missouri Human Rights Act, the Missouri Service Letter Law (all such statutes as amended), and any regulations under such authorities, or common law of the state of Missouri, torts, breach of express or implied employment agreement, wrongful discharge, constructive discharge, infliction of emotional distress, defamation, or tortious interference with contractual relations.

The purpose of the release set forth herein is to make full, final and complete settlement of all claims, known or unknown, arising directly or indirectly out of Krings’s employment by CPI, the termination thereof, or the Employment Agreement (except those arising under this Agreement and Section 13 of the Employment Agreement).

5. Survival of Covenants. Krings acknowledges and agrees that the covenants and agreements contained in Section 13 of the Employment Agreement, attached hereto as Exhibit C and incorporated herein, shall survive the execution and delivery of this Agreement and shall remain in full force and effect in accordance with their terms, and Krings hereby affirms those covenants and agreements. All other terms and conditions of the Employment Agreement shall terminate on the Retirement Date.

6. Withholding Taxes. CPI shall have the right to withhold from all payments due Krings hereunder to the extent required by law or regulation, all federal, state and local income and other taxes applicable to such payments.

7. Modification and Waiver. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement, and signed by both parties. The failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions.

8. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

9. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legal representatives.

10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date written below.

NOTICE TO MR. KRINGS: This Agreement includes a waiver of certain rights or claims arising prior to the date this Agreement is executed, including, but not limited to, those rights or claims arising under the Age Discrimination in Employment Act. You are advised to consult with an attorney prior to executing this Agreement. CPI's offer to enter into this Agreement with you will remain open and effective for twenty-one days from the date first written above. You may elect to accept or reject this offer within that time period. If you do nothing within the twenty-one day period, the offer will be considered withdrawn by CPI.

If you decide to sign this Agreement and release CPI pursuant to Section 4, you will have seven days following the return of the signed document to change your mind and revoke the Agreement. If you desire to revoke the Agreement and release, please deliver notice of such revocation in writing to Jane E. Nelson, CPI Corp., Legal Department, 1706 Washington Avenue, St. Louis, Missouri 63103, on or before the close of business on the seventh day following your execution and delivery of the Agreement. Consequently, this Agreement will not be in effect until seven days have passed following your signing and delivery of the Agreement.


Date: July 25, 2005		/s/ Jack Krings

		Jack Krings, Individually

		CONSUMER PROGRAMS INCORPORATED, a Missouri corporation, on behalf of itself and its affiliated corporations

Date: July 25, 2005		By: /s/ David M. Meyer

		David M. Meyer
		Its: Chairman and Member of the Office of the Chief Executive