0001193125-08-083770 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2008 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 12th day of March, 2008, (the “Agreement”) by and between Cost Plus, Inc., a California corporation (“Cost Plus” or the “Company”), and Barry J. Feld, the undersigned Executive (“Mr. Feld”). Effective as of the date hereof, this Agreement will supersede in all respects the employment agreement between Cost Plus and Mr. Feld, dated October 24, 2005.

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COST PLUS, INC.
Stock Option Award Agreement • April 17th, 2008 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

Unless otherwise defined herein, the terms defined in the 2004 Stock Plan will have the same defined meanings in this Award Agreement.

COST PLUS, INC. DIRECTOR OPTION AGREEMENT
Director Option Agreement • April 17th, 2008 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

Cost Plus, Inc., a California corporation (the “Company”), has granted to (the “Optionee”) an option to purchase a total of 12,000 shares of the Company’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s 1996 Director Option Plan (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

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