Cost Plus Inc/Ca/ Sample Contracts

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 3rd, 2002 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California
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AND
Rights Agreement • July 27th, 1998 • Cost Plus Inc/Ca/ • Retail-variety stores • California
COMMON STOCK
Underwriting Agreement • September 15th, 1997 • Cost Plus Inc/Ca/ • Retail-variety stores • Maryland
RECITALS --------
Employment Agreement • April 30th, 1997 • Cost Plus Inc/Ca/ • Retail-variety stores • California
EXECUTION VERSION CREDIT AGREEMENT Dated as of May 29, 2002
Credit Agreement • June 17th, 2002 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California
AGREEMENT ---------
Business Loan Agreement • December 14th, 2001 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 3, 2011 among COST PLUS, INC., as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent,...
Credit Agreement • January 7th, 2011 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • New York

WHEREAS, the Borrowers and the Guarantors have entered into a Credit Agreement dated as of June 25, 2007 with Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders party thereto and such Lenders; and

RECITALS
Employment Severance Agreement • May 1st, 2003 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California
CREDIT AGREEMENT Dated as of June 25, 2007 among COST PLUS, INC., as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent, Collateral Agent, Swing Line...
Credit Agreement • September 13th, 2007 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • New York

COST PLUS, INC., a California corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;

COST PLUS, INC.
Director Option Agreement • September 13th, 1999 • Cost Plus Inc/Ca/ • Retail-variety stores • California
AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance Agreement • June 9th, 2005 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 29, 2005 (the “Effective Date”), by and between Theresa Strickland (the “Executive”) and Cost Plus, Inc. (the “Company”).

FORM OF EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance Agreement • May 25th, 2012 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Employment Severance Agreement (the “Agreement”) is made and entered into effective as of [Date] (the “Effective Date”), by and between [Name] (the “Executive”) and Cost Plus, Inc. (the “Company”).

WITNESSETH: -----------
Employment Agreement • April 27th, 1999 • Cost Plus Inc/Ca/ • Retail-variety stores • California
AGREEMENT AND PLAN OF MERGER Dated as of May 8, 2012 among BED BATH & BEYOND INC., BLUE CORAL ACQUISITION CORP. and COST PLUS, INC.
Agreement and Plan of Merger • May 10th, 2012 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 8, 2012, among Bed Bath & Beyond Inc., a company organized under the laws of New York (“Parent”), Blue Coral Acquisition Corp., a California corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Cost Plus, Inc., a California corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties.”

EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance Agreement • December 10th, 2007 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Employment Severance Agreement (the “Agreement”) is made and entered into effective as of September 27, 2007 (the “Effective Date”), by and between Timothy W. Lester (the “Executive”) and Cost Plus, Inc. (the “Company”).

W I T N E S S E T H : - - - - - - - - - -
Employment Agreement • May 2nd, 2001 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California
COST PLUS, INC. AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 27th, 2002 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Indemnification Agreement (“Agreement”) is made as of by and between Cost Plus, Inc., a California corporation (the “Company”), and (“Indemnitee”).

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COST PLUS, INC. AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 7th, 2006 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Indemnification Agreement (“Agreement”) is made as of _____________ by and between Cost Plus, Inc., a California corporation (the “Company”), and (“Indemnitee”).

FOURTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance Agreement • September 11th, 2007 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Fourth Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of September 10, 2007 (the “Effective Date”), by and between Jane Baughman (the “Employee”) and Cost Plus, Inc. (the “Company”).

SECURITY AGREEMENT
Security Agreement • September 13th, 2007 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • New York

SECURITY AGREEMENT (this “Agreement”), dated as of June 25, 2007, by and among (a) each of the Borrowers listed on Schedule I hereto (each such Borrower, individually, a “Grantor” and, collectively, the “Grantors”), and (b) BANK OF AMERICA, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below), in consideration of the mutual covenants contained herein and benefits to be derived herefrom.

EXHIBIT 10.4 WAREHOUSE LEASE AGREEMENT -------------------------
Warehouse Lease Agreement • April 29th, 1998 • Cost Plus Inc/Ca/ • Retail-variety stores • Indiana
CREDIT AGREEMENT Dated as of November 10, 2004 among COST PLUS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole...
Credit Agreement • November 16th, 2004 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 10, 2004 among COST PLUS, INC., a California corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

LEASE AGREEMENT Dated as of July 31, 2007 between Inland Western Stockton Airport Way II, L.L.C., as Lessor and Cost Plus, Inc. as Lessee
Lease Agreement • September 13th, 2007 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California
RECITAL
Employment Agreement • April 29th, 1998 • Cost Plus Inc/Ca/ • Retail-variety stores
MANAGEMENT INCENTIVE PLAN CONDITIONS AGREEMENT FISCAL YEAR ENDING 1/28/2012
Conditions Agreement • May 27th, 2011 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores
COST PLUS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., Rights Agent AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT Dated as of June 24, 2008
Preferred Share Rights Agreement • June 25th, 2008 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • Delaware

THIS AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2008 by and between COST PLUS, INC., a California corporation, and COMPUTERSHARE TRUST COMPANY, N.A.

COST PLUS, INC. SECOND AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT
Employment Severance • August 27th, 2010 • Cost Plus Inc/Ca/ • Retail-home furniture, furnishings & equipment stores • California

This Second Amended and Restated Employment Severance Agreement (the “Amendment”) is made and entered into effective June 24, 2010 (the “Effective Date”), by and between Carrie F. Crooker (the “Executive”) and Cost Plus, Inc. (the “Company”).

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.

COMMERCIAL REAL ESTATE LOAN NOTE
Cost Plus Inc/Ca/ • June 10th, 2004 • Retail-home furniture, furnishings & equipment stores

FOR VALUE RECEIVED, COST PLUS, INC., a California corporation (“Borrower”), hereby promises to pay to the order of Bank of America, N.A., a national banking association (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at CA5-704-13-11, 315 Montgomery Street, 13th Floor, San Francisco, California 94104, the principal sum of Twenty Million and No/100 Dollars ($20,000,000.00) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided.

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