**Exhibit 10.2**

**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)**

1. Purposes of the Plan. The purposes of this 1996 Director Option Planare to attract and retain the best available personnel for service as Outside Directors (as defined herein) of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage theircontinued service on the Board. 

All options granted hereunder shall be nonstatutory stock options. 

2. Definitions. As used herein, the following definitions shall apply: 

(a) “Board” means the Board of Directors of the Company. 

(b) “Code” means the Internal Revenue Code of 1986, as amended. 

(c) “Common Stock” means the Common Stock of the Company. 

(d) “Committee” means a committee appointed by the Board to administer the Plan and to perform the functions set forthherein, or, if no such committee is appointed, the Board. 

(e) “Company” means Cost Plus, Inc., aCalifornia corporation. 

(f) “Director” means a member of the Board. 

(g) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary ofthe Company. The payment of a Director’s fee by the Company shall not be sufficient in and of itself to constitute “employment” by the Company. 

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(i) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NasdaqNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for 

 

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such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported in *The WallStreet Journal* or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quotedby a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination, as reported in*The Wall Street Journal* or such other source as the Board deems reliable, or; 

(iii) In the absence of an establishedmarket for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. 

(j)“Inside Director” means a Director who is an Employee. 

(k) “Option” means a stock optiongranted pursuant to the Plan. 

(l) “Optioned Stock” means the Common Stock subject to an Option.

(m) “Optionee” means a Director or an entity that holds an Option. 

(n) “Outside Director” means a Director who is not an Employee. 

(o) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e)of the Code. 

(p) “Plan” means this 1996 Director Option Plan. 

(q) “Representative Director” means a Director who is a member of the Board as the representative for an entity thatemploys such Director. The determination of whether an Outside Director is a Representative Director shall be determined by the representations of such Director and such determination may be changed at any time by such Director. 

(r) “Share” means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan. 

(s) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined inSection 424(f) of the Internal Revenue Code of 1986. 

3. Stock Subject to the Plan. Subject to theprovisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 703,675 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. 

If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject theretoshall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under thePlan. 

 

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4. Administration and Grants of Options under the Plan. 

(a) The Plan shall be administered by the Committee which shall hold meetings at such times as may be necessary for the properadministration of the Plan. The Committee shall keep minutes of its meetings. Except as otherwise provided in the Company’s Articles of Incorporation or By-Laws, a quorum shall consist of a majority of the members of the Committee and amajority of a quorum may authorize any action. Except as otherwise provided in the Company’s Articles of Incorporation or Bylaws, any decision or determination reduced to writing and signed by the requisite number of the members of theCommittee shall be as fully effective as if made by the vote of the requisite number of members at a meeting duly called and held. 

(b) The Committee shall be composed of the Board of Directors or a committee appointed by the Board. 

(c) Subjectto the express terms and conditions set forth herein, the Committee shall have the power from time to time: 

(i) todetermine those individuals to whom Options shall be granted under the Plan and the number of Shares subject to each Option to be granted, to prescribe the terms and conditions (which need not be identical) of each such Option, including the FairMarket Value on any date, and to make any amendment or modification to any option agreement, including the acceleration of vesting, consistent with the terms of the Plan; 

(ii) to construe and interpret the Plan and the Options granted hereunder and to establish, amend and revoke rules and regulations for theadministration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement, in the manner and to the extent it shall deem necessary or advisable sothat the Plan complies with applicable law, and otherwise to make the Plan fully effective. All decisions and determinations by the Committee in the exercise of this power shall be final, binding and conclusive upon the Company, its Subsidiaries,the Optionees, and all other persons having any interest therein; 

(iii) to exercise its discretion with respect to thepowers and rights granted to it as set forth in the Plan; and 

(iv) generally, to exercise such powers and to perform suchacts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan. 

(d)Procedure for Grants. The terms of an Option granted hereunder shall be as follows: 

(i) the term of the Option shallbe up to ten (10) years. 

(ii) subject to Sections 8 and 10 hereof, the Option shall be exercisable: 

(A) in the event of an Option held directly by an Outside Director, only while the Outside Director remains a Director of the Company.

 

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(B) in the event of an Option held by an entity pursuant to Section 5(b) hereof,only while the Representative Director remains a Director of the Company. 

(iii) the exercise price per Share shall be 100%of the Fair Market Value per Share on the date of grant of the Option. In the event that the date of grant of the Option is not a trading day, the exercise price per Share shall be the Fair Market Value on the next trading day immediately followingthe date of grant of the Option. 

(iv) subject to Section 10 hereof, the Option shall become exercisable as determinedby the Committee at the time of grant of the Option. 

5. Eligibility. 

(a) Except as provided in Section 5(b) hereof, Options may be granted only to Outside Directors. 

(b) In the event an Outside Director is a Representative Director, Options shall be granted in the name of the entity employing suchRepresentative Director and such Representative Director shall not personally receive any option grants in the Representative Director’s own name. 

(c) The Plan shall not confer upon any Outside Director any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which theDirector or the Company may have to terminate the Director’s relationship with the Company at any time. 

6.Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company as described in Section 16 of the Plan. It shall continue in effect untilMarch 31, 2016 unless sooner terminated under Section 11 of the Plan. 

7. Form of Consideration. The consideration to bepaid for the Shares to be issued upon exercise of an Option, including the method of payment, shall consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of Shares acquired upon exercise of an Option, havebeen owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised,(iv) delivery of a properly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceedsrequired to pay the exercise price, or (v) any combination of the foregoing methods of payment. 

 

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8. Exercise of Option. 

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times asare set forth in Section 4 hereof. 

An Option may not be exercised for a fraction of a Share. 

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the termsof the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowableunder Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote orreceive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon aspracticable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan. 

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both forpurposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

(b)Termination of Continuous Status as a Director. Subject to Section 10 hereof, in the event an Optionee’s status as a Director terminates (other than the Optionee’s death or total and permanent disability (as definedin Section 22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only within six (6) months following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of suchtermination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of such termination, and to the extent that the Optionee does not exercisesuch Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 

(c)Disability of Optionee. In the event an Optionee’s status as a Director terminates as a result of total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may exercise his or her Option, but onlywithin twelve (12) months following the date of such termination, and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term).To the extent that the Optionee was not entitled to exercise an Option on the date of termination, or if the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

(d) Death of Optionee. In the event of an Optionee’s death, the person or entity designated asbeneficiary in writing by the Optionee, or, if no such person or entity has been designated as beneficiary by the Optionee, the Optionee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance may exercisethe Option, but only within twelve (12) months following 

 

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the date of death, and only to the extent that the Optionee was entitled to exercise it on the date of death (but in no event later than the expiration ofits ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of death, and to the extent that the Optionee’s estate or a person who acquired the right to exercise such Option does not exercisesuch Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 

9. Non-Transferabilityof Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only bythe Optionee. 

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered byeach outstanding Option, the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well asthe price per Share covered by each such outstanding Option shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination orreclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shallnot be deemed to have been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shallaffect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it shall terminate immediately prior to the consummation of suchproposed action. 

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporationor the sale of substantially all of the assets of the Company, outstanding Options may be assumed or equivalent options may be substituted by the successor corporation or a Parent or Subsidiary thereof (the “Successor Corporation”). If anOption is assumed or substituted for, the Option or equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the Optionee (or, in the case of an entity Optionee, such Optionee’s RepresentativeDirector) serves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the Optionee’s (or, in the case of an entity Optionee, such Optionee’s Representative Director’s) status as aDirector or director of the Successor Corporation, as applicable, is terminated other than upon a voluntary resignation by the Optionee (or, in the case of an entity Optionee, such Optionee’s Representative Director), the Option or option shallbecome fully exercisable, including as to Shares for which it would not otherwise be exercisable. Thereafter, the Option or option shall remain exercisable in accordance with Sections 8(b) through (d) above. 

 

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If the Successor Corporation does not assume an outstanding Option or substitute for itan equivalent option, the Option shall become fully vested and exercisable, including as to Shares for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for aperiod of thirty (30) days from the date of such notice, and upon the expiration of such period the Option shall terminate. 

For the purposes of this Section 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Optionimmediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of thetransaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). 

11. Amendment and Termination of the Plan. 

(a) Amendmentand Termination. Except as set forth in Section 4, the Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of anyOptionee under any grant theretofore made, without such Optionee’s consent. In addition, to the extent necessary and desirable to comply with any other applicable law or regulation (including any rule of a stock exchange or automated stockquotation system upon which the shares are traded), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. 

(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Optionsalready granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated. 

12.Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date determined in accordance with Section 4 hereof. 

13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Sharespursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirementsof any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at thetime of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of theaforementioned relevant provisions of law. 

 

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Inability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as towhich such requisite authority shall not have been obtained. 

14. Reservation of Shares. The Company, during the term ofthis Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

15. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve. 

 

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