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ROST » Topics » ROSS STORES, INC. NONSTATUTORY STOCK OPTION EXERCISE NOTICE

This excerpt taken from the ROST 8-K filed May 23, 2008.

ROSS STORES, INC.
NONSTATUTORY STOCK OPTION EXERCISE NOTICE

Ross Stores, Inc.
Attention: Chief Financial Officer
4440 Rosewood Drive
Pleasanton, CA 94588

Ladies and Gentlemen:

     1. Option. I was granted a nonstatutory stock option (the “Option”) to purchase shares of the common stock (the “Shares”) of Ross Stores, Inc. (the “Company”) pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Options (the “Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

           Option Number:     
Grant Date:     
Number of Option Shares:     
Exercise Price per Share:  $     

     2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares in accordance with the Grant Notice and the Option Agreement:

           Total Shares Purchased:     
Total Exercise Price (Total Shares X Exercise Price per Share)  $     

     3. Payments. I enclose payment in full of the total Exercise Price for the Shares in the following form(s), as authorized by my Option Agreement:

           ™  Cash:  $     
™  Check:  $     
™  Tender of Company Stock:  Contact Plan Administrator 
™  Cashless Exercise (same-day sale):  Contact Plan Administrator 

1

     4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. I enclose payment in full of my withholding taxes, if any, as follows:

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