Exhibit 4.2
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)
(Amended June 18,
2009)
1.
Purposes of the Plan . The purposes of this
1996 Director Option Plan are 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 their continued 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 forth herein, or, if no such committee
is appointed, the Board.
(e) “ Company ”
means Cost Plus, Inc., a California 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 of the 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 Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for 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 Wall
Street Journal or such other source as the Administrator deems
reliable;
(ii) If the Common Stock is
regularly quoted by 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
established market 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 option granted 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 that employs 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 in Section 424(f) of the
Internal Revenue Code of 1986.
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3.
Stock Subject to the Plan . Subject to
the provisions of Section 10 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the
Plan is 1,003,675 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 thereto shall 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 the Plan.
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 proper administration 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 a
majority 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 the Committee 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) Subject to the express terms and
conditions set forth herein, the Committee shall have the power
from time to time:
(i) to determine 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 Fair Market 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 the administration 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 so that 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 the powers and rights granted to it as set forth in
the Plan; and
(iv) generally, to exercise such
powers and to perform such acts 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 shall be
up to ten (10) years.
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(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.
(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 following
the date of grant of the Option.
(iv) subject to Section 10
hereof, the Option shall become exercisable as determined by 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 such Representative Director and such
Representative Dire
