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These excerpts taken from the ROST 10-K filed Apr 1, 2008. Amendment, Suspension or Termination of the Plan. The Board may at any time amend, suspend or terminate the Plan,
except that (a) no such amendment, suspension or termination shall affect
Options previously granted under the Plan unless expressly provided by the Board
and (b) no such amendment, suspension or termination may adversely affect an
Option previously granted under the Plan without the consent of the Participant,
except to the extent permitted by the Plan or as may be necessary to qualify the
Plan as an employee stock purchase plan pursuant to Section 423 of the Code or
to comply with any applicable law, regulation or rule. In addition, an amendment
to the Plan must be approved by the stockholders of the Company within twelve
(12) months of the adoption of such amendment if such amendment would authorize
the sale of more shares than are then authorized for issuance under the Plan or
would change the definition of the corporations whose employees may be offered
Options under the Plan. To the extent permitted by governing law, the Board
authorizes the Senior Vice President of Human Resources to adopt amendments to
the Plan.
IN WITNESS WHEREOF, the undersigned Senior Vice President of Human Resources of the Company certifies that the foregoing Amended and Restated Ross Stores, Inc. Employee Stock Purchase Plan was duly adopted by the Compensation Committee of the Board of Directors of the Company on November 20, 2007.
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