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.