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These excerpts taken from the ROST 10-Q filed Jun 10, 2009. Definitions.
Unless otherwise defined herein, capitalized terms
shall have the meanings assigned in the Grant Notice or the Plan. Wherever used
herein, the following terms shall have their respective meanings set forth
below:
(a) “Grant Date” means the effective Grant Date of the Award as set forth in the Grant Notice. (b) “Total Number of Shares” means the total number of shares of Stock subject to the Award as set forth in the Grant Notice and as adjusted from time to time pursuant to Section 9. (c) “Vested Shares” means, on any relevant date, that portion of the Total Number of Shares which has vested in accordance with the vesting schedule set forth in the Grant Notice. Provided that the Participant’s Service has not terminated prior to the relevant vesting date described in the Grant Notice, the number of shares as provided by the Grant Notice shall become Vested Shares on such date. 1.2 Definitions. Unless otherwise defined herein, capitalized terms shall have the
meanings assigned in the Grant Notice or the Plan. Wherever used herein, the
following terms shall have their respective meanings set forth below:
(a) “Grant Date” means the effective Grant Date of the Award as set forth in the Grant Notice. (b) “Total Number of Shares” means the total number of shares of Stock subject to the Award as set forth in the Grant Notice and as adjusted from time to time pursuant to Section 9. (c) “Vested Shares” means, on any relevant date, that portion of the Total Number of Shares which has vested in accordance with the vesting schedule set forth in the Grant Notice. Provided that the Participant’s Service has not terminated prior to the relevant vesting date described in the Grant Notice, the number of shares as provided by the Grant Notice shall become Vested Shares on such date. 1.2 Definitions. Unless otherwise defined
herein, capitalized terms shall have the meanings assigned in the Grant Notice
or the Plan. Whenever used herein, the following terms shall have their
respective meanings set forth below:
(a) “Adjusted Pre-Tax Profit” means the earnings before taxes as reported in the Consolidated Statements of Earnings of the Company for the fiscal year of the Company coinciding with the Performance Period, adjusted to exclude from the determination of such amount the reduction in earnings resulting from the accrual of compensation expense for Performance Awards under the Plan and incentive awards under the Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan, granted in each case, with respect to the Performance Period. (b) “Adjusted Pre-Tax Profit Multiplier” means a number determined as follows:
The Adjusted Pre-Tax Profit Multiplier for percentages of Adjusted Pre-Tax Profit Target achieved falling between the percentages set forth in the table above shall be determined by linear interpolation. (c) “Change in Control” means a “Change in Control” as defined by the Employment Agreement. (d) “Common Shares” mean shares of Stock issued in settlement of the Award. (e) “Expiration of Participant’s Employment Agreement Due to Non-Renewal” means the expiration of the Employment Agreement due to its “Non-Renewal,” as provided by the Employment Agreement. (f) “Performance Share” means a right to receive on the Settlement Date one (1) Common Share, subject to further restrictions as provided by this Agreement, if such Performance Share is then a Vested Performance Share. (g) “Termination Due to Disability” means the termination of the Participant’s employment due to “Disability” as defined by and upon terms set forth in the Employment Agreement. (h) “Termination for Cause” means the termination of the Participant’s employment for “Cause” as defined by the Employment Agreement. (i) “Termination for Good Reason” means the Participant’s termination of employment for “Good Reason” as defined by the Employment Agreement. (j) “Termination Without Cause” means the termination of the Participant’s employment “Without Cause” as defined by the Employment Agreement. (k) “Voluntary Termination” means the “Voluntary Termination” of the Participant’s employment as defined by the Employment Agreement. 1.2 These excerpts taken from the ROST 8-K filed May 23, 2008. Definitions.
Unless otherwise defined herein, capitalized terms shall
have the meanings assigned in the Grant Notice or the Plan.
1.2 Definitions.
Unless otherwise defined herein,
capitalized terms shall have the meanings assigned in the Grant Notice or the
Plan. Wherever used herein, the following terms shall have their respective
meanings set forth below:
(a) “Grant Date” means the effective Grant Date of the Award as set forth in the Grant Notice. (b) “Total Number of Shares” means the total number of shares of Stock subject to the Award as set forth in the Grant Notice and as adjusted from time to time pursuant to Section 9. (c) “Vested Shares” means, on any relevant date, that portion of the Total Number of Shares which has vested in accordance with the vesting schedule set forth in the Grant Notice. Provided that the Participant’s Service has not terminated prior to the relevant vesting date described in the Grant Notice, the number of shares as provided by the Grant Notice shall become Vested Shares on such date. 1.2 Definitions.
Unless otherwise defined herein, capitalized terms shall
have the meanings assigned in the Grant Notice or the Plan. Wherever used
herein, the following terms shall have their respective meanings set forth
below:
(a) “Grant Date” means the effective Grant Date of the Award as set forth in the Grant Notice. (b) “Total Number of Shares” means the total number of shares of Stock subject to the Award as set forth in the Grant Notice and as adjusted from time to time pursuant to Section 9. (c) “Vested Shares” means, on any relevant date, that portion of the Total Number of Shares which has vested in accordance with the vesting schedule set forth in the Grant Notice. Provided that the Participant’s Service has not terminated prior to the relevant vesting date described in the Grant Notice, the number of shares as provided by the Grant Notice shall become Vested Shares on such date. 1.2 Definitions.
Unless otherwise defined herein,
capitalized terms shall have the meanings assigned to such terms in the Grant
Notice or the Plan. Wherever used herein, the following terms shall have their
respective meanings set forth below:
(a) “Cause” means, unless otherwise defined by a contract of employment or service between the Participant and a Participating Company, any of the following: (i) the Participant’s theft, dishonesty, or falsification of any Participating Company documents or records; (ii) the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information; (iii) any action by the Participant which has a detrimental effect on a Participating Company’s reputation or business; (iv) the Participant’s failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any employment agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vi) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs the Participant’s ability to perform his or her duties with a Participating Company. (b) “Exercise Price” means the price per share of Stock that may be purchased pursuant to the Option, as set forth in the Grant Notice and as adjusted from time to time pursuant to Section 9. (c) “Expiration Date” means the date on which the term of the Option expires, as set forth in the Grant Notice. 2 (d) “Grant Date” means the effective date of grant of the Option as set forth in the Grant Notice. (e) “Number of Option Shares” means the total number of shares of Stock that may be purchased pursuant to the Option, as set forth in the Grant Notice and as adjusted from time to time pursuant to Section 9. (f) “Vested Shares” means, on any relevant date, that portion of the Number of Option Shares which has cumulatively become vested in accordance with the vesting schedule set forth in the Grant Notice. Provided that the Participant’s Service has not terminated prior to the relevant vesting date described in the Grant Notice, a portion of the Number of Option Shares will become Vested Shares at the applicable periodic rate set forth in the Grant Notice. 1.2 Definitions. Unless otherwise defined herein, capitalized terms shall have the
meanings assigned in the Grant Notice or the Plan. Whenever used herein, the
following terms shall have their respective meanings set forth
below:
(a) “Adjusted Pre-Tax Profit” means the earnings before taxes as reported in the Consolidated Statements of Earnings of the Company for the fiscal year of the Company coinciding with the Performance Period, adjusted to exclude from the determination of such amount the reduction in earnings resulting from the accrual of compensation expense for Performance Awards under the Plan and incentive awards under the Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan, granted in each case, with respect to the Performance Period. (b) “Adjusted Pre-Tax Profit Multiplier” means a number determined as follows:
The Adjusted Pre-Tax Profit Multiplier for percentages of Adjusted Pre-Tax Profit Target achieved falling between the percentages set forth in the table above shall be determined by linear interpolation. (c) “Change in Control” means a “Change in Control” as defined by the Employment Agreement. (d) “Common Shares” mean shares of Stock issued in settlement of the Award. (e) “Expiration of Participant’s Employment Agreement Due to Non-Renewal” means the expiration of the Employment Agreement due to its “Non-Renewal,” as provided by the Employment Agreement. (f) “Performance Share” means a right to receive on the Settlement Date one (1) Common Share, subject to further restrictions as provided by this Agreement, if such Performance Share is then a Vested Performance Share. (g) “Termination Due to Disability” means the termination of the Participant’s employment due to “Disability” as defined by and upon terms set forth in the Employment Agreement. (h) “Termination for Cause” means the termination of the Participant’s employment for “Cause” as defined by the Employment Agreement. (i) “Termination for Good Reason” means the Participant’s termination of employment for “Good Reason” as defined by the Employment Agreement. (j) “Termination Without Cause” means the termination of the Participant’s employment “Without Cause” as defined by the Employment Agreement. (k) “Voluntary Termination” means the “Voluntary Termination” of the Participant’s employment as defined by the Employment Agreement. 1.2 This excerpt taken from the ROST 10-Q filed Jun 13, 2007. Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.
(a) “Adjusted Pre-Tax Profit” means the earnings before taxes as reported in the Consolidated Statements of Earnings of the Company for the fiscal year of the Company coinciding with the Performance Period, adjusted to exclude from the determination of such amount the reduction in earnings resulting from the accrual of compensation expense for Performance Awards under the Plan and incentive awards under the Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan, granted in each case, with respect to the Performance Period. (b) “Adjusted Pre-Tax Profit Multiplier” means a number determined as follows:
The Adjusted Pre-Tax Profit Multiplier for percentages of Adjusted Pre-Tax Profit Target achieved falling between the percentages set forth in the table above shall be determined by linear interpolation. (c) “Change in Control” means a “Change in Control” as defined by the Employment Agreement. (d) “Common Shares” mean shares of Stock issued in settlement of the Award. (e) “Covered Employee” means any Employee who is or may become a “covered employee” as defined in Section 162(m), or any successor statute, and who is designated, either as an individual Employee or a member of a class of Employees, by the Committee no later than the earlier of (i) the date ninety (90) days after the beginning of the applicable Performance Period, or (ii) the date on which twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under the Plan for such applicable Performance Period. (f) “Expiration of Participant’s Employment Agreement Due to Non-Renewal” means the expiration of the Employment Agreement due to its “Non-Renewal,” as provided by the Employment Agreement. (g) “Insider Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, Officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Common Shares. (h) “Performance Share” means a right to receive on the Settlement Date one (1) Common Share, subject to further restrictions as provided by this Agreement, if such Performance Share is then a Vested Performance Share. (i) “Section 409A” means Section 409A of the Code and any applicable regulations or administrative guidelines promulgated thereunder. (j) “Section 409A Deferred Compensation” means compensation payable pursuant to the Award granted to a Participant subject to United States income taxation that constitutes nonqualified deferred compensation for purposes of Section 409A. (k) “Termination Due to Disability” means the termination of the Participant’s employment due to “Disability” as defined by and upon terms set forth in the Employment Agreement. (l) “Termination for Cause” means the termination of the Participant’s employment for “Cause” as defined by the Employment Agreement. (m) “Termination for Good Reason” means the Participant’s termination of employment for “Good Reason” as defined by the Employment Agreement. 2 (n) “Termination Without Cause” means the termination of the Participant’s employment “Without Cause” as defined by the Employment Agreement. (o) “Voluntary Termination” means the “Voluntary Termination” of the Participant’s employment as defined by the Employment Agreement. 1.2 | EXCERPTS ON THIS PAGE:
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