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ROST » Topics » Repayment of Payroll Deductions

These excerpts taken from the ROST 10-K filed Apr 1, 2008.
Repayment of Payroll Deductions. In the event a Participant’s rights in the Plan or any Offering therein are terminated, the Company shall deliver as soon as practicable to the Participant any payroll deductions credited to the Participant’s account with respect to the Plan or any such Offering. Interest shall not be paid on sums returned to a Participant pursuant to this paragraph 13.

     14. Adjustments Upon Changes in Securities.

          (a) If any change is made in the Shares subject to the Plan, or subject to any Option, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the type of security and the maximum number of Shares subject to the Plan pursuant to Section 3 and the outstanding Options will be appropriately adjusted in the type of security, number of shares, and purchase limits of such outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction that does not involve the receipt of consideration by the Company.)

           (b) In the event of a Change in Control, then, as determined by the Board in its sole discretion (i) any surviving or acquiring corporation may assume outstanding Options or substitute similar Options for those under the Plan, (ii) such Options may continue in full force and effect, or (iii) the Participants’ accumulated payroll deductions may be used to purchase Shares immediately prior to the effective date of the Change in Control transaction and the Participants’ Options under the ongoing Offering(s) terminated. In the event that no affirmative determination is made by the Board pursuant to the preceding sentence, then alternative (iii) shall apply automatically.

          (c) “Change in Control” means the occurrence of any of the following events:

               (i) A dissolution or liquidation of the Company.

               

Repayment of Payroll Deductions. In the
event a Participant’s rights in the Plan or any Offering therein are terminated,
the Company shall deliver as soon as practicable to the Participant any payroll
deductions credited to the Participant’s account with respect to the Plan or any
such Offering. Interest shall not be paid on sums returned to a Participant
pursuant to this paragraph 13.


     14. Adjustments Upon Changes in
Securities.


          (a) If any change is made in the Shares
subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the type of security and the maximum number of Shares subject to the
Plan pursuant to Section 3 and the outstanding Options will be appropriately
adjusted in the type of security, number of shares, and purchase limits of such
outstanding Options. The Board shall make such adjustments, and its
determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction that
does not involve the receipt of consideration by the
Company.)






           (b) In the event of a Change in Control, then, as determined by the Board
in its sole discretion (i) any surviving or acquiring corporation may assume
outstanding Options or substitute similar Options for those under the Plan, (ii)
such Options may continue in full force and effect, or (iii) the Participants’
accumulated payroll deductions may be used to purchase Shares immediately prior
to the effective date of the Change in Control transaction and the Participants’
Options under the ongoing Offering(s) terminated. In the event that no
affirmative determination is made by the Board pursuant to the preceding
sentence, then alternative (iii) shall apply automatically.


          (c) “Change in Control” means the occurrence of any of the
following events:


               (i) A dissolution or liquidation of the
Company.


               

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Apr 1, 2008

RELATED TOPICS for ROST:

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