This excerpt taken from the ROST DEF 14A filed Apr 14, 2008.
Non-Employee Director Awards. The Committee may, from time to time, establish awards to be granted on a periodic, nondiscriminatory basis to all members of our Board of Directors who are not employees of the Company or any parent or subsidiary corporation or other affiliate of the Company (non-employee directors).
Additional awards may be granted to non-employee directors in consideration of service on one or more committees of the Board, service as chairman of one or more committees of the Board, service as chairman or lead director of the Board or the individuals initial appointment or election to the Board. Non-employee director awards may be granted at the Committees discretion in the form of nonstatutory stock options, stock appreciation rights, restricted stock or restricted stock units having such vesting terms as the Committee determines, subject to the minimum vesting requirements described above under Full Value Award Limits, and other terms and conditions substantially similar to those described above under the applicable type of award. Subject to the following limits, the Committee will determine the numbers of shares for which non-employee director awards are granted. A non-employee director may not be granted in any fiscal year awards under the Plan for more than 5,000 shares if the award is for full value shares (or 12,000 shares, if the award is an option for shares), except that this limit may be increased by up to an additional 7,000 shares if the award is for full value shares (or 17,000 shares, if the award is an option for shares) in the fiscal year in which the non-employee director is first appointed or elected to the Board of Directors, and by up to an additional 600 shares if the award is for full value shares (or 1,500 shares if the award is an option for shares) in any fiscal year for each committee of the Board on which the non-employee director serves.