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This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. Prohibition of Option and SAR
Repricing. The 2008 Plan expressly
provides that, without the approval of a majority of the votes cast in person or
by proxy at a meeting of our stockholders, the Committee may not provide for any
of the following with respect to underwater options or stock appreciation
rights: (1) either the cancellation of such outstanding options or stock
appreciation rights in exchange for the grant of new options or stock
appreciation rights having a lower exercise price or the amendment of
outstanding options or stock appreciation rights to reduce the exercise price,
(2) the issuance of new full value awards in exchange for the cancellation of
such outstanding options or stock appreciation rights, or (3) the cancellation
of such outstanding options or stock appreciation rights in exchange for
payments in cash.
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