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This excerpt taken from the ROST 10-Q filed Jun 10, 2009. New
Shares”), the Committee may unilaterally amend the outstanding
Awards to provide that such Awards are for New Shares. In the event of any such
amendment, the number of shares subject to, and the exercise or purchase price
per share of, the outstanding Awards shall be adjusted in a fair and equitable
manner as determined by the Committee, in its discretion. Any fractional share
resulting from an adjustment pursuant to this Section 4.4 shall be rounded down
to the nearest whole number, and in no event may the exercise or purchase price
under any Award be decreased to an amount less than the par value, if any, of
the stock subject to such Award. The
11 Committee in its discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.4 shall be final, binding and conclusive. The Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the Code. 5. This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. New Shares”), the Committee may
unilaterally amend the outstanding Awards to provide that such Awards are for
New Shares. In the event of any such amendment, the number of shares subject to,
and the exercise or purchase price per share of, the outstanding Awards shall be
adjusted in a fair and equitable manner as determined by the Committee, in its
discretion. Any fractional share resulting from an adjustment pursuant to this
Section 4.4 shall be rounded down to the nearest whole number, and in no event
may the exercise or purchase price under any Award be decreased to an amount
less than the par value, if any, of the stock subject to such Award. The
Committee in its discretion, may also make such adjustments in the terms of any
Award to reflect, or related to, such changes in the capital structure of the
Company or distributions as it
11 deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.4 shall be final, binding and conclusive. The Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions of the Code. 5. ELIGIBILITY AND AWARD LIMITATIONS. 5.1 | EXCERPTS ON THIS PAGE:
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