This excerpt taken from the ROST 10-Q filed Jun 13, 2007.
CONTRACT TERM SHEET
Term without Cause
Including Disability, and Termination For Good Reason
Provided Executive signs general release:
Salary: paid through end of contract
Bonus: annual bonuses for remainder of contract term, based on greater of bonus earned for year prior to termination or bonus that would be earned for year of termination, absent termination, capped at lesser of 100% of target in either year
Options: accelerated vesting
Restricted Stock: pro-rata vesting based on applicable vesting schedule and number of months since grant date.
Change in Control - With no
Voluntary term and no Term for Cause
Additional Salary: $62,500 per month for two years
Options: Accelerated vesting if not assumed or substituted
Restricted Stock: accelerated vesting upon change in control
Excise Tax: Gross-up for any excise taxes on the parachute payments
Change in Control and Term
Without Cause (as defined earlier) Term must occur one month prior to or within 12 months of Change in Control
Everything stated in change in control – no term, plus (provided Executive signs general release):
Salary: paid through end of contract or two years, whichever is greater
Bonus: annual bonuses for greater of 2 years or remainder of contract term, based on greater of bonus earned for year prior to termination or bonus that would be earned for year of termination, absent termination, capped at lesser of 100% of target in either year
Options: accelerated vesting
Restricted Stock received after change in control: pro-rata vesting based on applicable vesting schedule and number of days elapsed since grant date.
Excise Tax: Gross-up for excise tax on all remaining parachute payments
Change in Control and Term
Without Cause (as defined earlier) Term occurs following 12 months after Change in Control
Everything stated in change in control – no term, plus (provided Executive signs general release):
Salary: paid through end of contract
Bonus: annual bonuses for remainder of contract term, based on greater of bonus earned for year prior to termination or bonus that would be earned for year of termination, absent termination, capped at lesser of 100% of target in either year.
Options: accelerated vesting
Restricted Stock received after change in control: pro-rata vesting based on applicable vesting schedule and number of days elapsed since grant date.
Change in Control and Term
For Cause (as defined earlier)
Salary: paid through term date
Bonus: no bonus unless fully earned
Options: vesting ceases upon termination
Any Remaining Restricted Stock: forego unvested shares
