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These excerpts taken from the ROST 10-Q filed Jun 10, 2009. Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right will be
available for reacquisition, the Participant and the Company hereby appoint the
Secretary of the Company, or any other person designated by the Company, as
their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to
sell, assign and transfer to the Company any such Unvested Shares reacquired by
the Company pursuant to the Company Reacquisition Right. The Participant
understands that appointment of the Agent is a material inducement to make this
Agreement and that such appointment is coupled with an interest and is
irrevocable. The Agent shall not be personally liable for any act the Agent may
do or omit to do hereunder as escrow agent, agent for the Company, or attorney
in fact for the Participant while acting in good faith and in the exercise of
the Agent’s own good judgment, and any act done or omitted by the Agent pursuant
to the advice of the Agent’s own attorneys shall be conclusive evidence of such
good faith. The Agent may
6 rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time. 7.2 Appointment of Agent.
To ensure that Shares subject to the Company
Reacquisition Right will be available for reacquisition, the Participant and the
Company hereby appoint the Secretary of the Company, or any other person
designated by the Company, as their agent and as attorney-in-fact for the
Participant (the “Agent”) to hold
any and all Unvested Shares and to sell, assign and transfer to the Company any
such Unvested Shares reacquired by the Company pursuant to the Company
Reacquisition Right. The Participant understands that appointment of the Agent
is a material inducement to make this Agreement and that such appointment is
coupled with an interest and is irrevocable. The Agent shall not be personally
liable for any act the Agent may do or omit to do hereunder as escrow agent,
agent for the Company, or attorney in fact for the Participant while acting in
good faith and in the exercise of the Agent’s own good judgment, and any act
done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys
shall be conclusive evidence of such good faith. The Agent may
6 rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time. 7.2 Appointment of Agent. To ensure that Common Shares subject to the Company Reacquisition Right
will be available for reacquisition, the Participant and the Company hereby
appoint the Secretary of the Company, or any other person designated by the
Company, as their agent and as attorney-in-fact for the Participant (the
“Agent”) to hold any and all Unvested Common Shares and to sell,
assign and transfer to the Company any such Unvested Common Shares reacquired by
the Company pursuant to the Company Reacquisition Right. The Participant
understands that appointment of the Agent is a material inducement to make
this
7 Agreement and that such appointment is coupled with an interest and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time. 9.2 These excerpts taken from the ROST 8-K filed May 23, 2008. Appointment of Agent. To ensure that
Shares subject to the Company Reacquisition Right will be available for
reacquisition, the Participant and the Company hereby appoint the Secretary of
the Company, or any other person designated by the Company, as their agent and
as attorney-in-fact for the Participant (the “Agent”) to hold any and all
Unvested Shares and to sell, assign and transfer to the Company any such
Unvested Shares reacquired by the Company pursuant to the Company Reacquisition
Right. The Participant understands that appointment of the Agent is a material
inducement to make this Agreement and that such appointment is coupled with an
interest and is irrevocable. The Agent shall not be personally liable for any
act the Agent may do or omit to do hereunder as escrow agent, agent for the
Company, or attorney in fact for the Participant while acting in good faith and
in the exercise of the Agent’s own good judgment, and any act done or omitted by
the Agent pursuant to the advice of the Agent’s own attorneys shall be
conclusive evidence of such good faith. The Agent may rely upon any letter,
notice or other document executed by any signature purporting to be genuine and
may resign at any time.
7.2 Appointment of Agent. To ensure that
Shares subject to the Company Reacquisition Right will be available for
reacquisition, the Participant and the Company hereby appoint the Secretary of
the Company, or any other person designated by the Company, as their agent and
as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares
and to sell, assign and transfer to the Company any such Unvested Shares
reacquired by the Company pursuant to the Company Reacquisition Right. The
Participant understands that appointment of the Agent is a material inducement
to make this Agreement and that such appointment is coupled with an interest and
is irrevocable. The Agent shall not be personally liable for any act the Agent
may do or omit to do hereunder as escrow agent, agent for the Company, or
attorney in fact for the Participant while acting in good faith and in the
exercise of the Agent’s own good judgment, and any act done or omitted by the
Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive
evidence of such good faith. The Agent may rely upon any letter, notice or other
document executed by any signature purporting to be genuine and may resign at
any time.
7 7.2 Establishment of Escrow. The Participant authorizes the Company to deposit the Unvested Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3, and the Participant agrees to deliver to and deposit with the Agent each certificate, if any, evidencing the Shares and, if required by the Company, an Assignment Separate from Certificate with respect to such book entry shares and each such certificate duly endorsed (with date and number of Shares blank) in the form attached to this Agreement, to be held by the Agent under the terms and conditions of this Section 7 (the “Escrow”). Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property (other than regular, periodic dividends paid on Stock pursuant to the Company’s dividend policy), or any other adjustment upon a change in the capital structure of the Company, as described in Section 4.4 of the Plan, in the character or amount of any outstanding stock of the corporation the stock of which is subject to the provisions of this Agreement, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of his or her ownership of the Shares that remain, following such Ownership Change Event, dividend, distribution or change described in Section 4.4 of the Plan, subject to the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as the Shares immediately before such event. The Company shall bear the expenses of the Escrow. 7.3 Appointment of
Agent. To ensure that Common Shares subject to the
Company Reacquisition Right will be available for reacquisition, the Participant
and the Company hereby appoint the Secretary of the Company, or any other person
designated by the Company, as their agent and as attorney-in-fact for the
Participant (the “Agent”) to hold any and all Unvested Common Shares and to sell, assign and
transfer to the Company any such Unvested Common Shares reacquired by the
Company pursuant to the Company Reacquisition Right. The Participant understands
that appointment of the Agent is a material inducement to make this Agreement
and that such appointment is coupled with an interest and is irrevocable. The
Agent shall not be personally liable for any act the Agent may do or omit to do
hereunder as escrow agent, agent for the Company, or attorney in fact for the
Participant while acting in good faith and in the exercise of the Agent’s own
good judgment, and any act done or omitted by the Agent pursuant to the advice
of the Agent’s own attorneys shall be conclusive evidence of such good faith.
The Agent may rely upon any letter, notice or other document executed by any
signature purporting to be genuine and may resign at any
time.
9.2 This excerpt taken from the ROST 10-Q filed Jun 13, 2007. Appointment of Agent. To ensure that Common Shares subject to the Company Reacquisition Right will be available for reacquisition, the Participant and the Company hereby appoint the Secretary of the Company, or any other person designated by the Company, as their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Common Shares and to sell, assign and transfer to the Company any such Unvested Common Shares reacquired by the Company pursuant to the Company Reacquisition Right. The Participant understands that appointment of the Agent is a material inducement to make this
Agreement and that such appointment is coupled with an interest and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time.
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