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ROST » Topics » THE FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT

These excerpts taken from the ROST 10-K filed Mar 31, 2009.
THE FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and effective the 31st day of December 2008, by Ross Stores, Inc. (the “Company”) and
THE FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and effective the 31st day of December 2008, by Ross Stores, Inc. (the “Company”) and
THE FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and effective the 31st day of December 2008, by Ross Stores, Inc. (the “Company”) and
THE SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and effective the 31st day of December 2008, by Ross Stores, Inc. (the “Company”) and
THE FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Amendment”) is
made and effective the 31st day of December 2008, by Ross Stores, Inc. (the
“Company”) and
THE SECOND AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Amendment”) is
made and effective the 31st day of December 2008, by Ross Stores, Inc. (the
“Company”) and
THE FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Amendment”) is
made and effective the 31st day of December 2008, by Ross Stores, Inc. (the
“Company”) and
THE FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the “Amendment”) is
made and effective the 31st day of December 2008, by Ross Stores, Inc. (the
“Company”) and
This excerpt taken from the ROST 10-Q filed Jun 13, 2007.
THE FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and effective the 1st day of April 2007, by Ross Stores, Inc. (the “Company”) and Barbara Rentler (the “Executive”). The Executive and the Company previously entered into an Employment Agreement (the “Agreement”) effective January 1, 2007 (attached hereto) and it is now the intention of the Executive and the Company to amend the Agreement as set forth below. Accordingly, the Executive and the Company now enter into this First Amendment.

I. The Executive and the Company hereby amend the Agreement by adding the following new Paragraph 8(a)(v):
 
  8(a)(v). Other Equity Awards. Except as set forth in Sections 8(a)(iii) and 8(a)(iv), performance share awards and all other equity awards granted to the Executive by the Company which remain outstanding immediately prior to the date of termination of the Executive’s employment, as provided in Section 7(b), shall vest and be settled in accordance with their terms.
 
II. The Executive and the Company further amend the Agreement by deleting the third sentence in Paragraph 8(b) in its entirety and replacing it with the following sentence:
 
  8(b). Any stock options granted to the Executive by the Company shall continue to vest only through the date on which the Executive’s employment terminates, and unless otherwise provided by their terms, any restricted stock, performance share awards or other equity awards that were granted to the Executive by the Company that remain unvested as of the date on which the Executive’s employment terminates shall automatically be forfeited and the Executive shall have no further rights with respect to such awards.
 
III. The Executive and the Company further amend the Agreement by adding the following new Paragraph 8(c)(iv):
 
  8(c)(iv). Other Equity Awards. Except as set forth in Sections 8(c)(ii) and 8(c)(iii), performance share awards and all other equity awards granted to the Executive by the Company which remain outstanding immediately prior to the date of termination of the Executive’s employment, as provided in Section 7(b), shall vest and be settled in accordance with their terms.
 
IV.     The Executive and the Company further amend the Agreement by adding the following sentence as the final sentence in Paragraph 8(d)(i)(1):
 
  8(d)(i)(1). Except as set forth in this Section 8(d)(i)(1) or Section 8(d)(i)(2) below, the treatment of stock options, performance share awards and all other equity awards granted to the Executive by the Company which remain outstanding immediately prior to the date of such Change in Control shall be determined in accordance with their terms.


V. The Executive and the Company further amend the Agreement by deleting Paragraph 8(d)(i)(2)(c) and replacing it with the following new Paragraph 8(d)(i)(2)(c):
 
  8(d)(i)(2)(c). Health Care Coverage. The Executive shall be entitled to the continuation of the Executive’s health care coverage under the Company’s employee benefit plans (including medical, dental, vision and mental coverage) which the Executive had at the time of the termination of employment (including coverage for the Executive’s dependents to the extent such dependents were covered immediately prior to such termination of employment) at the Company’s expense for the greater of (i) the remainder of the Term of Employment then in effect or (ii) a period of two (2) years commencing on the date of the Executive’s termination of employment. Such health care continuation rights will be in addition to any rights the Executive may have under ERISA Sections 600 and thereafter and Section 4980B of the Internal Revenue Code (“COBRA coverage”).
 
VI.     The Executive and the Company further amend the Agreement by deleting Paragraph 8(d)(i)(2)(d) and replacing it with the following new Paragraph 8(d)(i)(2)(d):
 
  8(d)(i)(2)(d). Estate Planning. The Executive shall be entitled to reimbursement of the Executive’s estate planning expenses (including attorneys’ fees) on the same basis, if any, as to which the Executive was entitled to such reimbursements immediately prior to such termination of employment for the greater of (i) the remainder of the Term of Employment then in effect or (ii) a period of two (2) years commencing on the date of termination of employment.
 
VII. The Executive and the Company further amend the Agreement by moving the current Paragraph 9(b)(ii) to a new Paragraph 9(b)(iii) and adding the following new Paragraph 9(b)(ii):
 
  9(b)(ii). The foregoing restrictions in Section 9(b)(i) shall have no force or effect in the event that: (i) the Executive’s employment with the Company is terminated either by the Company pursuant to Section 6(d)[Without Cause] or by the Executive pursuant to Section 6(e) [Termination by the Executive for Good Reason]; or (ii) the Company fails to approve or grant an extension of this Agreement in accordance with Section 1 hereof.
 
VIII.     The Executive and the Company further amend the Agreement by deleting the second sentence in Paragraph 16 in its entirety and replacing it with the following sentence:
 
  16. However, any amounts due the Executive under Sections 8(a)(i); 8(a)(ii); 8(d)(i)(2)(a),(b),(c) or (d); and/or any additional salary provided under Section 8(d)(i)(1) of this Agreement shall be offset by any cash remuneration, health care coverage and/or estate planning reimbursements attributable to any subsequent employment that the Executive may obtain during the period of payment of compensation under this Agreement following the termination of the Executive’s employment with the Company.

Except for the amendments, as set forth above, the Agreement and all of its terms remain in force and in effect.

ROSS STORES, INC.  EXECUTIVE 

/s/ Michael Balmuth    		 /s/ Barbara Rentler 
Name  Name   
Michael Balmuth     
Vice Chairman, President   
and Chief Operating Officer   

This excerpt taken from the ROST 10-Q filed Dec 7, 2005.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THE FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is made and entered effective the 1st day of October 2005, by Ross Stores, Inc. (the “Company”) and Lisa Panattoni (the “Executive”).  The Executive and the Company previously entered into an Employment Agreement effective January 3, 2005 (attached and referred to herein as “the Agreement”), and it is now the intention of the Executive and the Company to amend the Agreement as set forth below.  Accordingly, the Executive and the Company now enter into this First Amendment.

I.

The Executive and Company amend the Agreement by deleting Paragraph A of the Recitals in its entirety and replacing it with the following new Paragraph A:

 

 

 

 

A.

The Company wishes to employ Executive, and Executive is willing to accept such employment as Executive Vice President, Merchandising.

 

 

 

II.

The Executive and the Company further amend the Agreement by deleting Paragraph 2 of the Agreement in its entirety and replacing it with the following new paragraph:

 

 

 

 

2.

Position and Duties.  During the term of the Executive’s employment under this Agreement, the Executive shall serve as Executive Vice President, Merchandising.  As used in this Agreement, the term “Company” includes Ross Stores, Inc. and any of its divisions, affiliates or subsidiaries (except that, where the term relates to stock, stockholders, stock options or the Board, it means Ross Stores, Inc.).  Executive’s employment may be transferred, assigned, or re-assigned to Ross Stores, Inc. or a division, affiliate or subsidiary of Ross Stores, Inc., and such transfer, assignment, or re-assignment will not constitute a termination of employment or “Good Reason” for Executive’s termination of employment under this Agreement.  During the term of the Executive’s employment, the Executive may engage in outside activities provided those activities (including but not limited to membership on boards of directors, of not-for-profit and for-profit organizations) do not conflict with the Executive’s duties and responsibilities hereunder, and provided further that the Executive gives written notice to the Board of any significant outside business activity in which Executive plans to become involved, whether or not such activity is pursued for profit.

 

 

 

III.

The Executive and Company amend the Agreement by deleting Paragraph 4(a) in its entirety and replacing it with the following new Paragraph 4(a):

 

 

 

 

Salary.  During the Executive’s employment, the Company shall pay the Executive a salary of not less than Five Hundred Sixty Thousand Dollars ($560,000) per annum.  The Executive’s salary, shall be payable in equal installments in accordance with the Company’s normal payroll practices applicable to senior officers.  Subject to the first sentence of this Section 4(a), the Executive’s salary may be adjusted from time to time by the Board in accordance with normal business practices of the Company.

 

 

 

IV.

The Executive and the Company further amend the Agreement by adding the following Paragraph 21:

 

21.

Compliance with Section 409A. It is the mutual intention of Executive and the Company that the provision of all payments and benefits pursuant to this Agreement be made in compliance with the requirements of Section 409A of the Internal Revenue Code (concerning the treatment of nonqualified deferred compensation plans) to the extent such Section is applicable to such payments and benefits, and all regulations and other guidance promulgated by the Secretary of the Treasury pursuant to such Section (such Section, regulations and other guidance being referred to herein as “Section 409A”).  To the extent that the provision of any such payment or benefit pursuant to the terms and conditions of this Agreement would fail to comply with the applicable requirements of Section 409A, the Company may, in its sole and absolute discretion and without the consent of Executive, make such modifications to the timing or manner of providing such payment and/or benefit to the extent it determines necessary or advisable to comply with the requirements of Section 409A; provided, however, that the Company shall not be obligated to make any such modifications.  Any such modifications made by the Company shall, to the maximum extent permitted in compliance with the requirements of Section 409A, preserve the aggregate monetary face value of such payments and/or benefits provided by this Agreement in the absence of such modification; provided, however, that the Company shall in no event be obligated to pay any interest or other compensation in respect of any delay in the provision of such payments or benefits in order to comply with the requirements of Section 409A.

 

 

 

V.

The Executive and the Company further amend the Employment Agreement by adding the following Paragraph 22:

 

 

 

 

22.

Future Equity Compensation. The Executive understands and acknowledges that all awards, if any, of stock options, restricted stock and other forms of equity compensation by the Company are made at the sole discretion of the Board of Directors of the Company or a committee thereof.  The Executive further understands and acknowledges, however, that unless the Executive has executed this Agreement and each successive amendment extending the renewal term of the Agreement as may be agreed to by the Company and the Executive, it is the intention of the Board of Directors that, notwithstanding any continued employment with the Company, the Executive shall not be granted any award of stock options, restricted stock or any other form of equity compensation by the Company which might otherwise have been approved by the Board of Directors or a committee thereof on or after intended commencement of the initial term or such successive renewal term.

Except for the above amendments, the Agreement and all of its terms remain in force and in effect.

 

 

 

 
 

ROSS STORES, INC.

 

EXECUTIVE
 

 

 

 
 

 

 

 
 

/s/ Michael Balmuth

 

/s/ Lisa Panattoni
 

 
 

Michael Balmuth
Vice Chairman, President and
Chief Executive Officer

 

Lisa Panattoni
 

 

 

 
 

 

 

10/6/05
 

 
 

Date

 

Date

2

This excerpt taken from the ROST 10-K filed Apr 14, 2005.

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT

THIS SECOND AMENDMEMT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective May 1, 2004, by and between Ross Stores, Inc (the “Company”) and Irene Jamieson (the “Executive”)  The Executive and the Company previously entered into an Employment Agreement (the “Agreement”) effective April 1, 2000, and renewed such Agreement by way of a First Amendment in April 2002 (both the original Agreement and the First Amendment are attached hereto), and it is now the intention of the Executive and the Company to further amend the Agreement as set forth below Accordingly, the Executive and the Company now enter into this Second Amendment.

I

The Executive and the Company hereby amend the Agreement by adding the following Paragraph 1(c):

 

 

 

 

1 (c). Executive’s Employment Through Contract Term Executive agrees to remain employed with the Company through the existing contract term, March 31, 2006. In exchange for such promise, Executive shall be entitled to the following provided she remains employed with the Company through March 31, 2006:

 

 

 

 

 

If Executive or Company terminates the employment relationship after March 31, 2006, Executive will be considered an active employee through March 31, 2007 and shall receive full pay (at her March 31, 2006 level) and benefits through March 31, 2007, with previously awarded restricted stock to release as scheduled through March 31, 2007. In such case, Executive shall be relieved of her day-to-day duties but shall remain available for consultation through March 31, 2007. Executive will be available on a consulting basis for up to two (2) days per week from April 1, 2006 through March 31, 2007. If Executive remains employed with Company through March 31, 2006, Company will also provide Executive with medical and dental benefits through March 31, 2011 Executive will also be entitled to receive her regular bonuses through March 31, 2006, pet the current contract terms. In addition, if she remains employed through March 31, 2006, the she will be eligible for a full fiscal year 2006 bonus, paid in March 2007 However, absent written renewal of the existing Agreement, Executive will not be eligible for further equity giants or salary increases after March 31, 2006, will not accrue vacation after March 31, 2006, and will no longer be employed pursuant to any formal written or oral employment agreement after March 31, 2006. In addition, the Employment Restriction provisions of Paragraph 9 of the contract shall remain effective until three (3) years after Executive ceases to be considered an active employee (i e, 3 years after March 31, 2007).

Except for these amendments as set forth above, the Agreement, First Amendment, and all of its terms remain in force and in effect

ROSS STORES, INC.

 

EXECUTIVE

 

 

 

/s/ MICHAEL BALMUTH

 

/s/ IRENE JAMIESON

 

Michael Balmuth

 

Irene Jamieson

Date:  6/3/04

 

Date:  6/3/04

2

EXCERPTS ON THIS PAGE:

10-K (8 sections)
Mar 31, 2009
10-Q
Jun 13, 2007
10-Q
Dec 7, 2005
10-K
Apr 14, 2005

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