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These excerpts taken from the ROST 10-Q filed Jun 10, 2009. Withholding in Shares. The Company may
require the Participant to satisfy all or any portion of a
Participating Company’s tax withholding obligations by deducting a number of
whole, Vested Shares otherwise deliverable to the Participant or by the
Participant’s tender to the Company of a number of whole, Vested Shares or
vested shares acquired otherwise than pursuant to this Agreement having, in any
such case, a fair market value, as determined by the Company as of the date on
which the tax withholding obligations arise, not in excess of the amount of such
tax withholding obligations determined by the applicable minimum statutory
withholding rates.
6.2 Withholding in
Shares. The Company may require the
Participant to satisfy all or any portion of the Company’s tax withholding
obligations by deducting a number of whole, Vested Shares otherwise deliverable
to the Participant or by the Participant’s tender to the Company of a number of
whole, Vested Shares or vested shares acquired otherwise than pursuant to this
Agreement having, in any such case, a fair market value, as determined by the
Company as of the date on which the tax withholding obligations arise, not in
excess of the amount of such tax withholding obligations determined by the
applicable minimum statutory withholding rates.
6.2 Withholding
in Shares. The Company shall have the
right, but not the obligation, to deduct from the shares of Stock issuable to a
Participant upon the exercise or settlement of an Award, or to accept from the
Participant the tender of, a number of whole shares of Stock having a Fair
Market Value, as determined by the Company, equal to all or any part of the tax
withholding obligations of any Participating Company. The Fair Market Value of
any shares of Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable minimum
statutory withholding rates.
34 18. These excerpts taken from the ROST 8-K filed May 23, 2008. Withholding in Shares. The Company may require the
Participant to satisfy all or any portion of a Participating Company’s tax
withholding obligations upon exercise of the Option by deducting from the shares
of Stock otherwise issuable to the Participant upon such exercise a number of
whole shares having a fair market value, as determined by the Company as of the
date of exercise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding rates.
4.5 Withholding in Shares. The Company may
require the Participant to satisfy all or any portion of a Participating
Company’s tax withholding obligations by deducting from the shares of Stock
otherwise deliverable to the Participant in settlement of the Award a number of
whole shares having a fair market value, as determined by the Company as of the
date on which the tax withholding obligations arise, not in excess of the amount
of such tax withholding obligations determined by the applicable minimum
statutory withholding rates.
8. EFFECT OF CHANGE IN CONTROL ON AWARD. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Award in accordance with Section 14.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue the Company’s rights and obligations with respect to all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive. 6 10. RIGHTS AS A STOCKHOLDER OR EMPLOYEE. The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time. 11. LEGENDS. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section. 12. MISCELLANEOUS PROVISIONS. 12.1 Withholding in Shares. The Company may
require the Participant to satisfy all or any portion of the Company’s tax
withholding obligations by deducting a number of whole, Vested Shares otherwise
deliverable to the Participant or by the Participant’s tender to the Company of
a number of whole, Vested Shares or vested shares acquired otherwise than
pursuant to this Agreement having, in any such case, a fair market value, as
determined by the Company as of the date on which the tax withholding
obligations arise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding rates.
6.2 Withholding in Shares.
The Company may require the Participant to satisfy all or any portion of a Participating
Company’s tax withholding obligations by deducting a number of whole, Vested
Shares otherwise deliverable to the Participant or by the Participant’s tender
to the Company of a number of whole, Vested Shares or vested shares acquired
otherwise than pursuant to this Agreement having, in any such case, a fair
market value, as determined by the Company as of the date on which the tax
withholding obligations arise, not in excess of the amount of such tax
withholding obligations determined by the applicable minimum statutory
withholding rates.
6.2 This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from
the shares of Stock issuable to a Participant upon the exercise or settlement of
an Award, or to accept from the Participant the tender of, a number of whole
shares of Stock having a Fair Market Value, as determined by the Company, equal
to all or any part of the tax withholding obligations of any Participating
Company. The Fair Market Value of any shares of Stock withheld or tendered to
satisfy any such tax withholding obligations shall not exceed the amount
determined by the applicable minimum statutory withholding rates.
34 18. AMENDMENT OR TERMINATION OF PLAN. The Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.4), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange upon which the Stock may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan to the contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A. 19. MISCELLANEOUS PROVISIONS. 19.1 This excerpt taken from the ROST 10-Q filed Jun 13, 2007. Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.
17. AMENDMENT OR TERMINATION OF PLAN. The Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.3), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary to comply with any applicable law, regulation or rule. 32 18. MISCELLANEOUS PROVISIONS. 18.1 | EXCERPTS ON THIS PAGE:
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