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This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. Full Value Award Limits.
In addition to the limitation described
above on the total number of shares of our common stock that will be authorized
for issuance under the 2008 Plan, the plan limits the number of shares that may
be issued under certain types of awards, subject to adjustment as described
above under “Share Counting and Adjustments for Capital Structure Changes.” The
number of shares that may be issued pursuant to full value awards granted under
the 2008 Plan may not exceed the sum of (i) 6,000,000 and (ii) the aggregate
number of shares subject to full value awards granted pursuant to a Prior Plan
which revert to the Plan upon (a) expiration, termination or cancellation of
such award prior to being settled in full, and (b) forfeiture or repurchase.
Further, no more than 5% of the aggregate number of shares authorized under the
2008 Plan may be issued pursuant to full value awards that provide for
service-based vesting on a pro rata basis over a period of less than three years
or performance-based vesting over a performance period of less than 12 months.
However, the Compensation Committee may structure full value awards to provide
for accelerated vesting in the case of the participant’s death, disability,
termination of employment, or a change in control of the Company.
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