EXHIBIT 10.104
(PAGE NUMBERS REFER TO PAPER DOCUMENT
ONLY)
Confidentiality, Noncompetition and
Nonsolicitation Agreement
In
consideration of my employment by CPI Corp., a Missouri corporation
(the “Company”), as reflected in the Offer of
Employment between myself and the Company dated July 21, 2005,
which is attached hereto, I hereby agree as follows:
1. During
the term of my employment and thereafter, I agree that all records,
data lists, lists of actual or potential customers or suppliers,
account information, pricing policies, sales and promotional
techniques and practices, services and products, files, reports,
notes, strategic or business plans, compilations or other recorded
matter and copies or reproductions thereof, relating to the
operation and activities of the Company and/or its affiliates which
are not generally known to the public or those persons engaged in
(a) business(es) similar to that/those conducted by the Company
and/or its affiliates and which were made or received by, or which
become known to, me during the term of my employment (hereinafter
referred to as “Confidential Information”) are,
respectively, the exclusive property of the Company and/or its
affiliates and I hold the same as trustee for the Company and/or
its affiliates and subject to the respective control of the Company
and/or its affiliates. I therefore agree that:
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(i) I will abide by
any and all policies regarding confidentiality and with the terms
and provisions of this Confidentiality, Noncompetition and
Nonsolicitation Agreement (the “Agreement”);
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(ii) I
will not at any time during the term of this Agreement or
thereafter, except in the performance of my duties hereunder, use
or permit any third person to use or disclose directly or
indirectly any such Confidential Information or any trade secrets
(including, but not limited to, using or permitting any third
person to use Confidential Information or trade secrets to solicit
any customer of the Company or any of its affiliates;
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(iii) I will
return promptly upon termination of my employment for whatever
reason, or at any time at the request of the board of directors of
the Company (or in the event of my death, my personal
representative will return promptly) to the board(s) at its
direction, all Company property in my possession or control
including, without limitation, personal computer(s), keys, credit
cards, and records (whether stored electronically or otherwise) and
including any and all copies of records, drawings, writings,
blueprints, materials, memoranda and other tangible manifestations
of and pertaining to Confidential Information or trade secrets,
regardless of by or for whom the same were prepared;
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(iv) in
the event any of the restrictions contained in the covenants set
forth in this Section 1 are deemed unreasonable by any court, the
Company and I agree that the court may reduce such restriction(s)
to ones it deems reasonable to protect the Company and/or its
affiliates; and
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(v) the Company and
I agree that the provisions of this Section 1 will be enforced
pursuant to Section 3 below.
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For purposes of this Agreement,
an “affiliate” of the Company means a company which
either controls, is controlled by or is under common control with
the Company.
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2. (a) During
the term of my employment with the Company, and for a period ending
one (1) year following the effective date of my termination of
employment by the Company (the “Non-Compete Period”), I
agree that I will not directly or indirectly:
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(i) without the
prior written authorization of the Company, whether alone or as an
employee, officer, agent, consultant, entrepreneur, venturer,
owner, partner or stockholder, engage in any business in
competition with the Company or any of its affiliates;
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(ii) solicit
business from any individual or entity that is a client,
customer
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