Cost Plus Inc/Ca/ Sample Contracts

Cost Plus Inc/Ca/ – AMENDED AND RESTATED BYLAWS OF COST PLUS, INC. (hereinafter called the “Corporation”) Effective June 29, 2012 (June 29th, 2012)
Cost Plus Inc/Ca/ – RESTATED ARTICLES OF INCORPORATION OF COST PLUS, INC. (June 29th, 2012)
Cost Plus Inc/Ca/ – MANAGEMENT INCENTIVE PLAN CONDITIONS AGREEMENT FISCAL YEAR ENDING 2/2/2013 (June 1st, 2012)
Cost Plus Inc/Ca/ – BED BATH & BEYOND INC. REACHES AGREEMENT TO ACQUIRE COST PLUS, INC. (May 10th, 2012)

UNION, New Jersey and OAKLAND, California, May 9, 2012 --- Bed Bath & Beyond Inc. (NASDAQ: BBBY) and Cost Plus, Inc. (NASDAQ: CPWM) today jointly announced that they have entered into a definitive agreement under which Bed Bath & Beyond Inc. will acquire Cost Plus, Inc. in an all cash transaction. Bed Bath & Beyond Inc. has agreed to make a cash tender offer for all outstanding shares of Cost Plus, Inc. common stock at a price of $22 per share, followed by a merger in which all shareholders that have not tendered would receive the same consideration.

Cost Plus Inc/Ca/ – AGREEMENT AND PLAN OF MERGER Dated as of May 8, 2012 among BED BATH & BEYOND INC., BLUE CORAL ACQUISITION CORP. and COST PLUS, INC. (May 10th, 2012)

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.”

Cost Plus Inc/Ca/ – Frequently Asked Questions (May 10th, 2012)
Cost Plus Inc/Ca/ – FORM OF COST PLUS, INC. 1996 DIRECTOR OPTION PLAN NOTICE OF GRANT OF DEFERRED STOCK UNITS (September 7th, 2011)

Unless otherwise defined herein, the terms defined in the Cost Plus, Inc. (the “Company”) 1996 Director Option Plan, as amended (the “Plan”) shall have the same defined meanings in this Notice of Grant and Deferred Stock Unit Award Agreement (the “Agreement”), attached hereto as Appendix A.

Cost Plus Inc/Ca/ – FOURTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (September 7th, 2011)

This Fourth Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of August 3, 2011 (the “Effective Date”), by and between Jeffrey A. Turner (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – EIGHTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (September 7th, 2011)

This Eighth Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of August 3, 2011 (the “Effective Date”), by and between Jane L. Baughman (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – COST PLUS, INC. 1996 DIRECTOR OPTION PLAN (Amended June 19, 1997) (Amended June 15, 1999) (Amended June 22, 2000) (Amended June 27, 2002) (Amended July 1, 2004) (Amended June 29, 2005) (Amended June 22, 2006) (Amended June 18, 2009) (Amended June 23, 2011) (September 7th, 2011)
Cost Plus Inc/Ca/ – COST PLUS, INC. EXECUTIVE PERFORMANCE INCENTIVE PLAN (Effective June 23, 2011) (September 7th, 2011)
Cost Plus Inc/Ca/ – COST PLUS, INC. NOTICE OF AMENDMENT TO DIRECTOR OPTION AGREEMENTS (September 7th, 2011)

WHEREAS, the Company previously granted Optionee the options to purchase shares of the Company’s Common Stock set forth on Appendix A attached hereto (each an “Option,” and collectively the “Options”), pursuant to the Company’s 1996 Director Option Plan, as amended (the “Plan”);

Cost Plus Inc/Ca/ – MANAGEMENT INCENTIVE PLAN CONDITIONS AGREEMENT FISCAL YEAR ENDING 1/28/2012 (May 27th, 2011)
Cost Plus Inc/Ca/ – 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, Collateral Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto WELLS FARGO CAPITAL FINANCE, LLC, as Syndication Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Book Manager (January 7th, 2011)

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

Cost Plus Inc/Ca/ – Cost Plus, Inc. Reports Q3 2010 Results, Provides Outlook for Q4 2010 and Announces New Five Year Financing Agreement (November 19th, 2010)

Oakland, CA – November 19, 2010 — Cost Plus, Inc. (NASDAQ: CPWM) today announced financial results for its third quarter ended October 30, 2010 and provided financial guidance for the fourth quarter of fiscal 2010.

Cost Plus Inc/Ca/ – COST PLUS, INC. SEVENTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (August 27th, 2010)

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

Cost Plus Inc/Ca/ – COST PLUS, INC. THIRD AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (August 27th, 2010)

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

Cost Plus Inc/Ca/ – COST PLUS, INC. AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (August 27th, 2010)

This amendment (the “Amendment”) is made by and between Laura M. Sites-Reynolds (“Executive”) and Cost Plus, Inc. (the “Company”, and together with Executive, the “Parties”) on June 24, 2010.

Cost Plus Inc/Ca/ – COST PLUS, INC. EIGHTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (August 27th, 2010)

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

Cost Plus Inc/Ca/ – COST PLUS, INC. SECOND AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (August 27th, 2010)

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”).

Cost Plus Inc/Ca/ – COST PLUS, INC. SECOND AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (August 27th, 2010)

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 Elizabeth Allen (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – MANAGEMENT INCENTIVE PLAN CONDITIONS AGREEMENT FISCAL YEAR ENDING 1/29/2011 (May 28th, 2010)
Cost Plus Inc/Ca/ – AMENDMENT NO. 2 TO AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT (April 16th, 2010)

This Amendment No. 2 to the Amended and Restated Preferred Shares Rights Agreement, dated as of April 13, 2010 (this “Amendment”), amends that certain Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 2008, as amended on January 7, 2009 (the “Rights Agreement”), between Cost Plus, Inc., a California corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.

Cost Plus Inc/Ca/ – AMENDMENT OF CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PARTICIPATING PREFERRED STOCK OF COST PLUS, INC. (Pursuant to Section 401(f) of the California Corporations Code) (April 16th, 2010)
Cost Plus Inc/Ca/ – SEPARATION AGREEMENT AND RELEASE (September 3rd, 2009)

This Separation Agreement and Release (“Agreement”) is made by and between Rayford K. Whitley (“Employee”) and Cost Plus, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

Cost Plus Inc/Ca/ – COST PLUS, INC. 1996 DIRECTOR OPTION PLAN (Amended June 19, 1997) (Amended June 15, 1999) (Amended June 22, 2000) (Amended June 27, 2002) (Amended July 1, 2004) (Amended June 29, 2005) (Amended June 22, 2006) (Amended June 18, 2009) (August 5th, 2009)
Cost Plus Inc/Ca/ – COST PLUS, INC. 2004 STOCK PLAN (Amended June 22, 2006) (Amended June 18, 2009) (August 5th, 2009)
Cost Plus Inc/Ca/ – AMENDMENT TO SECTION 2.2 OF THE BYLAWS OF COST PLUS, INC. (June 24th, 2009)
Cost Plus Inc/Ca/ – SEVENTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (April 2nd, 2009)

This Seventh Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 1, 2009 (the “Effective Date”), by and between Joan S. Fujii (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – COST PLUS, INC. AMENDMENT TO BARRY J. FELD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (April 2nd, 2009)

This amendment (the “Amendment”) is made by and between Barry J. Feld (“Executive”) and Cost Plus, Inc., a Delaware corporation (the “Company”, and together with Executive collectively referred to as the “Parties”) on December 15, 2008.

Cost Plus Inc/Ca/ – SIXTH AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (April 2nd, 2009)

This Sixth Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 1, 2009 (the “Effective Date”), by and between Jane L. Baughman (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – SECOND AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (April 2nd, 2009)

This Second Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 1,2009 (the “Effective Date”), by and between Jeffrey A. Turner (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (April 2nd, 2009)

This Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 1, 2009 (the “Effective Date”), by and between Elizabeth Allen (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – THIRD AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (April 2nd, 2009)

This Third Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 1, 2009 (the “Effective Date”), by and between George K. Whitney (the “Executive”) and Cost Plus, Inc. (the “Company”).

Cost Plus Inc/Ca/ – THIRD AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (April 2nd, 2009)

This Third Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of April 1, 2009 (the “Effective Date”), by and between Rayford K. Whitley (the “Executive”) and Cost Plus, Inc. (the “Company”).