EMPLOYMENT AGREEMENT

                      --------------------



     AGREEMENT, dated September 5, 2001 between CONSUMER PROGRAMS

INCORPORATED, a Missouri corporation (the "Corporation"), and JACK

KRINGS (the "Executive").



     WHEREAS, the Corporation desires to employ the Executive in

the capacity of Senior Executive Vice President, Operations and the

Executive will serve as one of the key executives of the

Corporation;



     WHEREAS, there is much competition for the type of business

performed by the Corporation in the locales in which the

Corporation operates, and the Corporation and Executive acknowledge

that the Corporation is active in the product markets in which it

competes;



     WHEREAS, Executive, during his employment, will be entrusted

with confidential information;



     WHEREAS, Executive and the Corporation recognize and

acknowledge that, to ensure the continued growth and stability of

the Corporation, it is necessary to obtain an agreement from

Executive not to compete with the Corporation and not to disclose

confidential information of the Corporation; and



     WHEREAS, the Corporation desires that the Executive commence

and continue employment with the Corporation as a result of his

potential for making future contributions to the Corporation,

and the Executive is willing to make a commitment to commence and

continue such employment upon the terms and subject to the

conditions of this Agreement.







































     NOW, THEREFORE, in consideration of the mutual promises

contained herein and other good and valuable consideration, the

parties hereto hereby agree as follows:



     1.   DEFINITIONS.  For purposes of this Agreement:



          (a)  "Affiliated Companies" shall mean any corporation

(or other business entity) controlling, controlled by or under

common control with the Corporation.



          (b)  "Beneficiary" shall mean the person designated in

writing by the Executive as his beneficiary under this Agreement,

or in the absence of such designation, his estate.



          (c)  "Cause" shall mean:



               (1)  prior to a Change of Control, (i) conduct or

activity of the Executive materially detrimental to the

Corporation's reputation or business (including financial)

operations; (ii) gross or habitual neglect or breach of duty or

misconduct of the Executive in discharging the duties of his

position; or (iii) prolonged absence by the Executive from his

duties (other than on account of illness or disability) without the

consent of the Corporation.



               (2)  after a Change of Control, (i) an act or acts

of dishonesty on the Executive's part which are intended to result

in his substantial personal enrichment at the expense of the

Corporation; (ii) any material violation by the Executive of his

obligations and covenants pursuant to this Agreement which is

demonstrably willful and deliberate on the Executive's part and

which results in material injury to the Corporation; or







































                              2







(iii) the conviction of Executive of a felony or of a crime

involving moral turpitude.



          (d)  A "Change of Control" shall mean a change in control

of a nature that would be required to be reported in response to

Item 1(a) of the Current Report on Form 8-K, as in effect on the

date hereof, pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934, as amended ("Exchange Act") or would have

been required to be so reported but for the fact that such event

had been "previously reported" as that term is defined in Rule

12b-2 of Regulation 12B of the Exchange Act unless the transactions

that give rise to the change in control are approved or ratified by

a majority of the members of the Incumbent Board of CPI Corp. who

are not employees of the Corporation; provided that, without

limitation, notwithstanding anything herein to the contrary, such

a change in control shall be deemed to have occurred if (a) any

Person is or becomes the beneficial owner (as defined in Rule 13d-3

under the Exchange Act), directly or indirectly, of securities of

CPI Corp. representing 40% or more of the combined voting power

of CPI Corp.'s then outstanding securities ordinarily (apart from

rights accruing under special circumstances) having the right to

vote at elections of directors ("Voting Securities"), (b)

individuals who constitute the Board of CPI Corp. on the date

hereof (the "Incumbent Board") cease for any reason to constitute

at least a majority thereof, provided that any person becoming

a director subsequent to the date hereof whose election, or

nomination for election by CPI Corp.'s shareholders, was approved

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC