CPI Corporation 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 14, 2008
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
On August 14, 2008, the Compensation Committee of the Board of Directors of CPI Corp. (the “Company”) granted the following options to purchase common stock of the Company under the Company’s Omnibus Incentive Compensation Plan:
Executive Officer Options
Renato Cataldo 50,000
Tom Gallahue 17,500
Dale Heins 25,000
Jane Nelson 20,000
Keith Laakko 20,000
Each of the options has an exercise price of $13.58 per share and will vest and become exercisable as follows:
For the avoidance of doubt, if a target stock price is achieved after the grant date but before the applicable vesting date, the options subject to vesting on that date shall become immediately exercisable on the vesting date.
Mr. Gallahue’s options were awarded on the assumption that he works full-time for a period of six months following the date of grant and reduces his schedule to part-time (working at least half-time) thereafter. Mr. Gallahue’s options will vest, subject to continued employment, as follows: 7,500 on the first anniversary of the date of grant; 5,000 on the second anniversary of the date of grant and 5,000 on the third anniversary of the date of grant in lieu of three equal increments.
Notwithstanding the vesting described above, the options will immediately vest and become exercisable upon a Change of Control of the Company, as defined in the form of option agreement filed as an exhibit to this Current Report on Form 8-K. In addition, any unvested options shall be forfeited upon any termination of service, unless otherwise provided by written agreement or approval of the Compensation Committee.
A form of option agreement used to grant these options is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
August 20, 2008