Exhibit 10.12.4 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT This Amendment No. 4 (the "Amendment") to that certain Employment Agreement dated June 12, 1997 by and between Cost Plus, Inc., a California corporation (the "Company"), and Murray Dashe (the "Executive"), as amended on January 13, 1999, July 22, 1999 and March 29, 2001 (as amended, the "Employment Agreement"), is entered into this 1st day of March, 2002 by and between the Company and the Executive. RECITALS WHEREAS, the parties hereto desire to amend certain provisions of the Employment Agreement as provided herein; NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties agree as follows: 1. Amendment to Sections 3(a) and 3(b). Sections 3(a) and 3(b) of the ----------------------------------- Employment Agreement are hereby amended to read in their entirety as follows: "3. Severance Benefits. ------------------ (a) Benefits upon Termination. Except as provided in ------------------------- Section 3(b), if the Executive's employment terminates as a result of Involuntary Termination prior to June 15, 2004 and the Executive signs a Release of Claims, then the Company shall pay Executive's Base Compensation to the Executive for twenty-four (24) months from the Termination Date with each monthly installment payable on the last day of such month. Executive shall not be entitled to receive any payments if Executive 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 Executive's ------- employment terminates as a result of Involuntary Termination prior to June 15, 2004 and the Executive signs a Release of Claims, then the Company shall pay Executive's Base Compensation to the Executive for twenty-four (24) months from the Termination Date with each monthly installment payable on the last day of such month. Executive shall not be entitled to receive any payments if Executive voluntarily terminates employment other than as a result of an Involuntary Termination." 2. Counterparts. This Amendment may be signed in any number of ------------ counterparts, all of which counterparts, taken together, shall constitute one and the same instrument. 3. Governing Law. This Amendment and the rights and obligations of the ------------- parties hereto shall be governed by, and constructed and interpreted in accordance with, the law of the State of California. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. COMPANY: COST PLUS, INC., a California corporation By: /s/ Joan Fujii ---------------------------------------------------- Name: Joan Fujii Title: Senior Vice President, Human Resources EXECUTIVE: /s/ Murray Dashe ---------------------------------------------------- Murray Dashe [SIGNATURE PAGE TO COST PLUS, INC./MURRAY DASHE AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT]