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This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. Administration. The 2008 Plan generally will be administered by the
Compensation Committee or other committee of the Board of Directors or, in the
absence of such committee, by the Board of Directors. In the
14 case of awards intended to qualify for the performance-based compensation exemption under Section 162(m) of the Code, administration of the 2008 Plan must be by a compensation committee comprised solely of two or more “outside directors” within the meaning of Section 162(m). (For purposes of this summary, the term “Committee” will refer to either such duly appointed committee or the Board of Directors.) Subject to the provisions of the 2008 Plan, the Committee determines in its discretion the persons to whom and the times at which awards are granted, the types and sizes of awards, and all of their terms and conditions. The Committee may, subject to certain limitations on the exercise of its discretion required by Section 162(m) or otherwise provided by the 2008 Plan, amend, cancel or renew any award, waive any restrictions or conditions applicable to any award, and accelerate, continue, extend or defer the vesting of any award. The Committee may delegate to a committee comprised of one or more officers of the Company the authority to grant awards under the 2008 Plan to persons eligible to participate who are neither members of the Board of Directors nor executive officers of the Company, subject to the provisions of the 2008 Plan and guidelines established by the Committee. The 2008 Plan provides, subject to certain limitations, for indemnification by the Company of any director, officer or employee against all reasonable expenses, including attorneys’ fees, incurred in connection with any legal action arising from such person’s action or failure to act in administering the 2008 Plan. All awards granted under the 2008 Plan will be evidenced by a written or digitally signed agreement between the Company and the participant specifying the terms and conditions of the award, consistent with the requirements of the 2008 Plan. The Committee will interpret the 2008 Plan and awards granted thereunder, and all determinations of the Committee will be final and binding on all persons having an interest in the 2008 Plan or any award. These excerpts taken from the ROST 10-K filed Apr 1, 2008. Administration. The Plan shall be
administered by the Board of Directors of Ross (the “Board”) and/or by a
management committee duly appointed by the Board having such powers as shall be
specified by the Board. Any subsequent references to the Board shall mean the
committee if it has been appointed. All questions of interpretation of the Plan
or of any option granted pursuant to the Plan (an “Option”) shall be determined
by the Board and shall be final and binding upon all persons having an interest
in the Plan and/or any Option. Subject to the provisions of the Plan, the Board
shall determine all of the relevant terms and conditions of Options granted
pursuant to the Plan; provided,
however, that all Participants granted Options
pursuant to the Plan shall have the same rights and privileges within the
meaning of section 423(b)(5) of the Code. All expenses incurred in connection
with the administration of the Plan shall be paid by the
Company.
Administration. The Plan shall be administered by the Board of Directors of Ross (the “Board”) and/or by a management committee duly appointed by the Board having such powers as shall be specified by the Board. Any subsequent references to the Board shall mean the committee if it has been appointed. All questions of interpretation of the Plan or of any option granted pursuant to the Plan (an “Option”) shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan and/or any Option. Subject to the provisions of the Plan, the Board shall determine all of the relevant terms and conditions of Options granted pursuant to the Plan; provided, however, that all Participants granted Options pursuant to the Plan shall have the same rights and privileges within the meaning of section 423(b)(5) of the Code. All expenses incurred in connection with the administration of the Plan shall be paid by the Company.
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