Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, effective as of May 8, 2009, Rayford K. Whitley voluntarily terminated his employment as the Senior Vice President, Supply Chain Operations of Cost Plus, Inc. (the "Company"). In connection with his resignation, Mr. Whitley and the Company entered into a Separation Agreement and Release as of May 29, 2009. Pursuant to this agreement, the Company agreed to reimburse Mr. Whitley's COBRA expenses for up to 12 months or until he secures other employment, whichever occurs first, and the parties agreed to enter into a consulting agreement. Pursuant to the consulting agreement, Mr. Whitley will provide consulting services to the Company related to supply chain logistics for a one-year period. In exchange for his consulting services, Mr. Whitley will be paid $25,000 per month.

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