Vice President of Finance - Second Amended And Restated Employment Severance Agreement - Jane Baughman

Exhibit 10.2

SECOND AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT

This Second Amended and Restated Employment Severance Agreement (the " Agreement" ) is made and entered into effective as of 4/17/06 (the " Effective Date" ), by and between Jane Baughman (the " Employee" ) and Cost Plus, Inc. (the " Company" ).

R E C I T A L S

A. The Company desires to retain the services of the Employee, and the Employee desires to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement. B. The Board of Directors of the Company (the " Board" ) believes the Company should provide the Employee with certain severance benefits should the Employee' s employment with the Company terminate under certain circumstances, such benefits to provide the Employee with enhanced financial security and sufficient incentive and encouragement to remain with the Company. C. This Agreement amends and restates the Amended and Restated Employment Severance Agreement dated April 29, 2005 between the Company and the Employee.

D. Certain capitalized terms used in the Agreement are defined in Section 6 below. AGREEMENT

In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of the Employee by the Company, the Amended and Restated Employment Severance Agreement is hereby amended and restated in its entirety as set forth herein, and the parties further agree as follows:

1. Duties and Scope of Employment . The Company shall employ the Employee in the position of Vice President of Finance with such duties, responsibilities and compensation as in effect as of the Effective Date. The Board and the Chief Executive Officer of the Company (the " CEO" ) shall have the right to revise such responsibilities and compensation from time to time as the Board or the CEO may deem necessary or appropriate. If any such revision constitutes " Involuntary Termination" as defined in Section 6(d) of this Agreement, the Employee shall be entitled to benefits upon such Involuntary Termination as provided under this Agreement.

2. At-Will Employment . The Company and the Employee acknowledge that the Employee' s employment is and shall continue to be at-will, as defined under applicable law. If the Employee' s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company' s established employee plans and practices or in accordance with other agreements between the Company and the Employee. This Agreement shall remain in effect until the earlier of (i) the date that all obligations of the parties hereunder have been satisfied or (ii) the date upon which this Agreement terminates by consent of the parties hereto.

3. Severance Benefits . (a) Benefits upon Termination . Unless the Employee is entitled to benefits under Section 3(b) of this Agreement, if the Employee' s employment terminates as a result of Involuntary Termination prior to June 15, 2007 and the Employee signs and does not revoke a Release of Claims, then the Company shall pay the Employee' s Base Compensation on a salary continuation basis in accordance with the Company' s normal payroll practices to the Employee for six (6) months from the Termination Date. The Employee shall not be entitled to receive any payments if Employee voluntarily terminates employment other than as a result of an Involuntary Termination.

(b) Benefits upon Termination After a Change of Control . If after a Change of Control the Employee' s employment terminates as a result of Involuntary Termination prior to June 15, 2007 and the Employee signs and does not revoke a Release of Claims, then the Company shall pay the Employee' s Base Compensation on a salary continuation basis in accordance with the Company' s normal payroll practices to the Employee for six (6) months from the Termination Date. The Employee shall not be entitled to receive any payments if the Employee voluntarily terminates employment other than as a result of an Involuntary Termination.

(c) Stock Options; Bonus . Unless otherwise provided in the Company' s stock option plans or in the Employee' s stock option agreements, the Employee shall not be entitled to acceleration of any unvested stock options or partial bonus payments for an incomplete bonus plan year upon the termination of the Employee' s employment for any reason, including an Involuntary Termination.

(d) Miscellaneous . In addition to the benefits described in Section 3(a) or Section 3(b) of this Agreement, upon the termination of the Employee' s employment, (i) the Company shall pay the Employee any unpaid base salary due for periods prior to the Termination Date; (ii) the Company shall pay the Employee all of the Employee' s accrued and unused vacation through the Termination Date; and (iii) following submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to the Termination Date. These payments shall be made promptly upon termination and within the period of time mandated by applicable law.

4. Limitation on Payments .

(a) Code Section 409A . If the Company reasonably determines that Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ) will result in the imposition of additional tax to an earlier payment of the severance and other benefits provided in this Agreement or otherwise payable to the Employee, then the first six (6) months of the Employee' s


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severance benefits under Section 3 of this Agreement will accrue during the six (6)-month period following the Employee' s termination and will become payable in a lump sum payment on the date that is six (6) months and one (1) day following the date of the Employee' s termination of employment. The remaining severance benefits will be payable as provided in Section 3 of this Agreement.

(b) Code Section 280G . In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute " parachute payments" within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee' s severance benefits under Section 3(b) of this Agreement shall be either:

(i) delivered in full, or

(ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company' s independent public accountants immediately prior to Change of Control (the " Accountants" ), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes ...