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This excerpt taken from the ROST 8-K filed May 23, 2008. Permitted Transferee”) as permitted in accordance with the
applicable limitations, if any, described in the General Instructions to the
Form S-8 Registration Statement under the Securities Act. No transfer or
purported transfer of the Option shall be effective unless and until: (i) the
Participant has delivered to the Company a written request describing the terms
and conditions of the proposed transfer in such form as the Company may require,
(ii) the Participant has made adequate provision, in the sole determination of
the Company, for satisfaction of the tax withholding obligations of the
Participating Company Group as provided in Section 4.4 that may arise with
respect to the transferred portion of the Option, (iii) the Committee has
approved the requested transfer, and (iv) the Participant has delivered to the
Company written documentation of the transfer in such form as the Company may
require. With respect to the transferred portion of the Option, all of the terms
and conditions of the Grant Notice, this Option Agreement and the Plan shall
apply to the Permitted Transferee and not to the original Participant, except
for (i) the Participant’s rendering of Service, (ii) provision for the
Participating Company Group’s tax withholding obligations, if any, and (iii) any
subsequent transfer of the Option by the Permitted Transferee, which shall be
prohibited except as provided in Section 5.1, unless otherwise permitted by the
Committee, in its sole discretion. The Company shall have no obligation to
notify a Permitted Transferee of any expiration, termination, lapse or
acceleration of the transferred Option, including, without limitation, an early
termination of the transferred Option resulting from the termination of Service
of the original Participant. Exercise of the transferred Option by a Permitted
Transferee shall be subject to compliance with all applicable federal, state and
foreign securities laws; however, the Company shall have no obligation to
register with any federal, state or foreign securities commission or agency such
transferred Option or any shares that may be issuable upon the exercise of the
transferred Option by the Permitted Transferee.
6 6. TERMINATION OF THE OPTION. The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8. 7. EFFECT OF TERMINATION OF SERVICE. 7.1 |
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