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CPI Corporation 8-K 2008 UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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.
(d) Exhibits.
Exhibit
No.
SIGNATURES
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
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