Amendment to Compensation Agreement between CPI Corp. and David M. Meyer (Chairman of the Board)

Summary

This amendment updates the compensation agreement between CPI Corp. and David M. Meyer, Chairman of the Board, for the 2009 fiscal year. It revises the performance bonus structure, specifying eligibility for a bonus based on certain financial targets and committee discretion. The amendment also updates and removes certain responsibilities in the original agreement. The changes are subject to Board ratification, with Mr. Meyer recused from voting. All other terms of the original agreement remain in effect.

EX-10.31 2 Amend92509.txt EXHIBIT 10.31 (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) EXHIBIT 10.31 September 25, 2009 Mr. David Meyer, Managing Director Knightspoint Partners, LLC 1325 Avenue of the Americas, 27th Floor New York, NY 10019 RE: Amendment of Agreement Dear David: This will confirm our agreement to amend your agreement with CPI Corp. (the "Company") dated as of September 22, 2008 (the Agreement") regarding your compensation as Chairman of the Board of Directors of the Company (the "Board") during the Company's fiscal year 2009. 1. Subsection 1.a.ii. shall be revised in its entirely to read as follows: Continuing the development and implementation of the Company's long-range strategic plan to increase shareholder value over time including new sources of revenue; 2. Subsection 1.a.iii. shall be deleted and subsections 1.a.iv. and 1.a.v. shall be renumbered as subsections 1.a.iii. and 1.a.iv, respectively 3. Subsection 2.b. shall be amended in its entirety to read as follows: 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 FY2009 will subject to satisfaction of the targets set out below: i. You will be entitled to an amount equal to 25% of the Full Award for achievement of $51 million of FY 2009 Adjusted EBITDA; ii. You will be entitled to an amount equal to 25% of the Full Award for achievement of fourth quarter FY 2009 EBITDA of $33.5 million or greater; and iii. You will be entitled to 50% of the Full Award based on achievement 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. 4. Subject to the provisions of this Amendment, the Agreement is hereby ratified and affirmed. 5. This Amendment is subject to ratification by the Board, and you shall be recused from voting on the matter. 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 25th day of September, 2009 /s/ David M. Meyer David M. Meyer 2