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ROST » Topics » Lisa Panattoni

These excerpts taken from the ROST 10-K filed Mar 31, 2009.
Lisa Panattoni (the “Executive”). The Executive and the Company previously entered into an Employment Agreement (the “Agreement”) effective January 1, 2007 (attached hereto) and it is now the intention of the Executive and the Company to amend the Agreement as set forth below. Accordingly, the Executive and the Company now enter into this First Amendment.

I. The Executive and the Company hereby amend the Agreement by deleting Paragraph 6(e) in its entirety and replacing it with the following new Paragraph 6(e):
 
        6(e). Termination by the Executive for Good Reason. The Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if the Executive terminates the Executive’s employment with the Company within sixty (60) days after written notice to the Company by the Executive of the occurrence of one or more of the following conditions, which condition(s) have not been cured within thirty (30) business days after the Company’s receipt of such written notice: (1) a failure by the Company to comply with any material provision of this Agreement (including but not limited to the reduction of the Executive’s salary or the target annual bonus opportunity set forth in Section 4(b)), (2) a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the express written consent of the Executive, or (3) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent. In order to constitute a termination of employment for Good Reason, such termination must occur within two (2) years following the initial existence of any of the conditions set forth in this Section 6(e), the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty (60) days of the initial existence of the condition, and the Company shall have thirty (30) days during which it may remedy the condition and in the event such condition is timely remedied, the termination shall not constitute a termination for Good Reason.
 
II. The Executive and the Company further amend the Agreement by adding a new Paragraph 8(e):
 
  8(e). Timing of Payments. Any cash payments to which the Executive is entitled under Sections 8(a),(c) and (d) shall be payable in accordance with the Company’s payroll schedule and shall commence as soon as practicable upon the period for revocation of the Release having expired (and in any event on or prior to December 31 of the year in which Executive has a Separation from Service); provided, however, that in the event that Executive becomes entitled to such payments in connection with a Separation from Service that occurs on or after November 1 of any calendar year, such payments shall commence on the later of (i) the period for revocation of the Release having expired or (ii) January 1 of the calendar year that immediately follows the year in which the Executive has a Separation from Service.


III. The Executive and the Company further amend the Agreement by moving the current Paragraph 22(e) to a new Paragraph 22(g) and adding the following new Paragraph 22(e):
 
        22(e). Installments. Executive’s right to receive any installment payments payable hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment for purposes of Section 409A.
 
IV. The Executive and the Company further amend the Agreement by adding a new Paragraph 22(f):
 
  22(f). Reimbursements. To the extent that any reimbursements payable to Executive pursuant to this Agreement are subject to the provisions of Section 409A of the Code, such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

Except for the amendments, as set forth above, the Agreement and all of its terms remain in force and in effect.

ROSS STORES, INC.         DATE                 EXECUTIVE         DATE 
 
  12/30/2008     12/30/2008
Michael Balmuth      Lisa Panattoni   
Vice Chairman, President         
and Chief Executive Officer       

Lisa Panattoni (the “Executive”). The Executive and the Company previously
entered into an Employment Agreement (the “Agreement”) effective January 1, 2007
(attached hereto) and it is now the intention of the Executive and the Company
to amend the Agreement as set forth below. Accordingly, the Executive and the
Company now enter into this First Amendment.

























I. The Executive and the
Company hereby amend the Agreement by deleting Paragraph 6(e) in its
entirety and replacing it with the following new Paragraph
6(e):
 
        6(e). Termination
by the Executive for Good Reason.
The Executive may terminate the
Executive’s employment with the Company for “Good Reason,” which shall be
deemed to occur if the Executive terminates the Executive’s employment
with the Company within sixty (60) days after written notice to the
Company by the Executive of the occurrence of one or more of the following
conditions, which condition(s) have not been cured within thirty (30)
business days after the Company’s receipt of such written notice: (1) a
failure by the Company to comply with any material provision of this
Agreement (including but not limited to the reduction of the Executive’s
salary or the target annual bonus opportunity set forth in Section 4(b)),
(2) a significant diminishment in the nature or scope of the authority,
power, function or duty attached to the position which the Executive
currently maintains without the express written consent of the Executive,
or (3) the relocation of the Executive’s Principal Place of Employment as
described in Section 3 to a location that increases the regular one-way
commute distance between the Executive’s residence and Principal Place of
Employment by more than 25 miles without the Executive’s prior written
consent. In order to constitute a termination of employment for Good
Reason, such termination must occur within two (2) years following the
initial existence of any of the conditions set forth in this Section 6(e),
the Executive must provide written notice to the Company of the existence
of the condition giving rise to the Good Reason termination within sixty
(60) days of the initial existence of the condition, and the Company shall
have thirty (30) days during which it may remedy the condition and in the
event such condition is timely remedied, the termination shall not
constitute a termination for Good Reason.
 
II. The Executive and the
Company further amend the Agreement by adding a new Paragraph
8(e):
 
  8(e). Timing of
Payments. Any cash payments to which
the Executive is entitled under Sections 8(a),(c) and (d) shall be payable
in accordance with the Company’s payroll schedule and shall commence as
soon as practicable upon the period for revocation of the Release having
expired (and in any event on or prior to December 31 of the year in which
Executive has a Separation from Service); provided, however, that in the
event that Executive becomes entitled to such payments in connection with
a Separation from Service that occurs on or after November 1 of any
calendar year, such payments shall commence on the later of (i) the period
for revocation of the Release having expired or (ii) January 1 of the
calendar year that immediately follows the year in which the Executive has
a Separation from Service.




























III. The Executive and the Company
further amend the Agreement by moving the current Paragraph 22(e) to a new
Paragraph 22(g) and adding the following new Paragraph 22(e):
 
        22(e). Installments.
Executive’s right to receive any
installment payments payable hereunder shall be treated as a right to
receive a series of separate payments and, accordingly, each such
installment payment shall at all times be considered a separate and
distinct payment for purposes of Section 409A.
 
IV. The Executive and the Company
further amend the Agreement by adding a new Paragraph 22(f):
 
  22(f). Reimbursements.
To the extent that any reimbursements
payable to Executive pursuant to this Agreement are subject to the
provisions of Section 409A of the Code, such reimbursements shall be paid
to Executive no later than December 31 of the year following the year in
which the cost was incurred, the amount of expenses reimbursed in one year
shall not affect the amount eligible for reimbursement in any subsequent
year, and Executive’s right to reimbursement under this Agreement will not
be subject to liquidation or exchange for another
benefit.

Except for the amendments, as set forth
above, the Agreement and all of its terms remain in force and in effect.













































ROSS STORES,
INC.  		       DATE                
 EXECUTIVE         DATE 
 
  12/30/2008     12/30/2008
Michael
Balmuth  		    Lisa
Panattoni  		 
Vice Chairman,
President  		       
and Chief
Executive Officer  		     











EX-10.55
6
exhibit10-55.htm
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT









EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 31, 2009

RELATED TOPICS for ROST:

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