Ross Stores (ROST)

                                        (ii)          Bonus. The Company shall continue to pay the Executive an annual bonus(es) throughout such remaining term. Each such bonus shall be equal to the greater of (A) the Executive’s bonus during the year prior to the Executive’s termination or (B) the bonus that the Executive would have earned under the Company’s bonus plan in the year that Executive was terminated had Executive remained in its employment; provided, however, that such post-termination bonuses shall not exceed the lesser of 100% of the targeted amounts for those bonuses in the prior year and 100% of such targeted amounts for the then-current year. Such bonuses shall not be paid until due under the Company’s present bonus plan.

                                        (iii)         Stock Options. With respect to any stock options granted to the Executive by the Company, the Executive shall immediately become vested in any unvested stock options upon such termination.

                                        (iv)          Restricted Stock. With respect to any restricted stock granted to the Executive by the Company which has not become vested as of such termination, the Executive shall immediately become vested in a pro rata portion of such unvested stock in accordance with the terms of the applicable stock grant agreements.

          The Company shall have no further obligations to the Executive as a result of such termination except as set forth in Section 12.

                         (b)           For Cause. If the Executive’s employment is terminated for Cause (as defined in Section 6(c), Executive shall receive only the post-termination compensation and benefits described in Section 8(c) [Death or Voluntary Termination].

                         (c)           Death or Voluntary Termination. If the Executive’s employment terminates pursuant to Section 6(a) [Death] or 6(f)[Voluntary Termination], Executive (or the Executive’s designee or the Executive’s estate) shall be paid the Executive’s salary through the Executive’s termination date and not thereafter. Executive shall not be entitled to any bonus payments which were not fully earned prior to the Executive’s termination date, and Executive shall not be entitled to any pro-rated bonus payment for the year in which the Executive’s employment terminates. 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 any restricted stock that was granted to the Executive by the Company that is unvested as of the date on which the Executive’s employment terminates shall automatically be reacquired by the Company and the Executive shall have no further rights with respect to such restricted stock. The Company shall have no further obligations to the Executive as a result of the termination of the Executive’s employment pursuant to Section 6(a) or (f).

                         (d)           Non-Renewal. If the Agreement expires as set forth in Section 6(g)[Non-Renewal], the Executive shall be entitled only to the following:

                                        (i)           Salary. The Company shall continue to pay the Executive the Executive’s then-current salary through the remaining term of the Executive’s employment under this Agreement as defined in Section 1.

                                        (ii)          Bonus. The Company shall continue to pay the Executive an annual bonus for the year of termination which shall be pro-rated for the portion of the bonus

6.