EXECUTIVE EMPLOYMENT AGREEMENT


     THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this
“Agreement”) is made effective February 6, 2012 (the
“Effective Date”) by and between Ross Stores, Inc. (the “Company”), a
Delaware corporation, and John G. Call (the “Executive”).

RECITALS 

     A. The Company wishes
to employ the Executive, and the Executive is willing to accept such employment,
as Group Senior Vice President. 

     B. It is now the mutual
desire of the Company and the Executive to enter into a written employment
agreement to govern the terms of the Executive’s employment by the Company as of
and following the Effective Date on the terms and conditions set forth below.


TERMS AND CONDITIONS


     In consideration for the promises of the parties set forth below, the
Company and the Executive hereby agree as follows: 

     1. Term. Subject to the provisions
of Section 6 of this Agreement, the term of employment of the Executive by the
Company under this Agreement (the “Term
of Employment”) shall be as
follows:

         
(a) Initial Term. The initial Term of
Employment of the Executive by the Company under this Agreement shall begin on
the Effective Date and end on March 31, 2016 (the “Initial Term”),
unless extended or terminated earlier in accordance with this
Agreement.

         
(b) Renewal Term. Upon the timely
written request of the Executive to extend the Term of Employment, the
Compensation Committee (the “Committee”) of the Board of
Directors (the “Board”) of the Company shall consider extending the
Executive’s employment with the Company under this Agreement. To be timely, such
request must be delivered to the Company’s Chief Executive Officer not earlier
than twelve (12) months prior to the end of the then effective Initial Term or
Renewal Term and, in any case, while the Executive remains an employee of the
Company. Such request must contain no proposed modification to the provisions of
this Agreement other than an extension of the Term of Employment as then in
effect for an additional two (2) years. Within thirty (30) days following the
receipt of such notice, the Chief Executive Officer will discuss such request
with the Committee and advise the Executive, in writing, within thirty (30) days
following its consideration of the Executive’s written request, of the approval
or disapproval of such extension request. The failure to provide such written
advice shall constitute a denial of the Executive’s request for extension. If
the Executive’s request for an extension is approved, the Term of Employment
shall be extended for two (2) additional years commencing on the date
immediately following the date of expiration of the Term of Employment in effect
at the time of the Executive’s written request. Such additional two-year period
is referred to herein as a “Renewal
Term.”







     2. Position and Duties. During the
Term of Employment, the Executive shall serve as Group Senior Vice President. As
used in this Agreement, the term “Company” includes Ross Stores, Inc. and each
and any of its divisions, affiliates or subsidiaries (except that, where the
term relates to stock, stockholders, stock options or other stock-based awards
or the Board, it means Ross Stores, Inc.). The Executive’s employment may be
transferred, assigned, or re-assigned to Ross Stores, Inc. or a division,
affiliate or subsidiary of Ross Stores, Inc., and such transfer, assignment, or
re-assignment will not constitute a termination of employment or “Good Reason”
for the Executive’s termination of employment under this Agreement. During the
Term of Employment, the Executive may engage in outside activities provided
those activities (including but not limited to membership on boards of directors
of not-for-profit and for-profit organizations) do not conflict with the
Executive’s duties and responsibilities hereunder, and provided further that the
Executive gives written notice to the Board of any significant outside business
activity in which the Executive plans to become involved, whether or not such
activity is pursued for profit. 

     3. Principal Place of Employment.
The Executive shall be employed at the Company’s offices in Pleasanton, California, except for required travel
on the Company’s business to an extent substantially consistent with present
business travel obligations of the Executive’s position.

     4. Compensation and Related Matters. 

         
(a) Salary. During the Term of
Employment, the Company shall pay to the Executive a salary at a rate of not
less than Six Hundred Thousand Dollars ($600,000) per annum. The Executive’s
salary shall be payable in substantially equal installments in accordance with
the Company’s normal payroll practices applicable to senior executives. Subject
to the first sentence of this Section 4(a), the Executive’s salary may be
adjusted from time to time by the Committee in accordance with normal business
practices of the Company. 

         
(b) Bonus. During the Term of
Employment, the Executive shall be eligible to receive an annual bonus paid
under the Company’s existing incentive bonus plan under which the Executive is
eligible (which is currently the Incentive Compensation Plan) or any replacement
plan that may subsequently be established and in effect during the Term of
Employment. The current target annual bonus the Executive is eligible to earn
upon achievement of 100% of all applicable performance targets under such
incentive bonus plan is 60% of the Executive’s then effective annual salary
rate. The Executive’s termination for Cause or Voluntary Termination (as
described in Sections 6(c) and 6(f), respectively) prior to the Company’s
payment of the bonus for a fiscal year of the Company will cause the Executive
to be ineligible for any annual bonus for that fiscal year or any pro-rata
portion of such bonus.

         
(c) Expenses. During the Term of Employment, the Executive shall be
entitled to receive prompt reimbursement for all other reasonable expenses
incurred by the Executive in performing services hereunder, including all
reasonable expenses of travel and living while away from home, provided that
such expenses are incurred and accounted for in accordance with the policies and
procedures established by the Company. 

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          (d) Benefits. During the Term of
Employment, the Executive shall be entitled to participate in all of the
Company’s employee benefit plans and arrangements in which senior executives of
the Company are eligible to participate. The Company shall not make any changes
in such plans or arrangements which would adversely affect the Executive’s
rights or benefits thereunder, unless such change occurs pursuant to a program
applicable to all senior executives of the Company and does not result in a
proportionately greater reduction in the rights or benefits of the Executive as
compared with any other similarly situated senior executive of the Company. The
Executive shall be entitled to participate in, or receive benefits under, any
employee benefit plan or arrangement made available by the Company in the future
to its senior executives, subject to, and on a basis consistent with, the terms,
conditions and overall administration of such plans and arrangements. Except as
otherwise specifically provided herein, nothing paid to the Executive under any
plan or arrangement presently in effect or made available in the future shall be
in lieu of the salary or bonus otherwise payable under this Agreement.


          (e) Vacations.
During the Term of Employment, the Executive shall be entitled to twenty-five
(25) vacation days in each calendar year, and to compensation in respect of
earned but unused vacation days, determined in accordance with the Company’s
vacation plan. The Executive shall also be entitled to all paid holidays given
by the Company to its senior executives. Unused vacation days shall not be
forfeited once they have been earned and, if still unused at the time of the
Executive’s termination of employment with the Company, shall be promptly paid
to the Executive at their then-current value, based on the Executive’s daily
salary rate at the time of the Executive’s termination of employment.


          (f) Services Furnished. The Company shall furnish the Executive with office space and such
services as are suitable to the Executive’s position and adequate for the
performance of the Executive’s duties during the Term of Employment. 

     5. Confidential Information and
Intellectual Property. 

          (a) Other than in the
performance of the Executive’s duties hereunder, the Executive agrees not to use
in any manner or disclose, distribute, publish, communicate or in any way cause
to be used, disclosed, distributed, published, or communicated in any way or at
any time, either while in the Company's employ or at any time thereafter, to any
person not employed by the Company, or not engaged to render services to the
Company, any Confidential Information (as defined below) obtained while in the
employ of the Company. 

          (b) Confidential
Information includes any written or unwritten information which relates to
and/or is used by the Company or its subsidiaries, affiliates or divisions,
including, without limitation (i) the names, addresses, buying habits and other
special information regarding past, present and potential customers, employees
and suppliers of the Company, (ii) customer and supplier contracts and
transactions or price lists of the Company and suppliers, (iii) methods of
distribution, (iv) all agreements, files, books, logs, charts, records, studies,
reports, processes, schedules and statistical information, (v) data, figures,
projections, estimates, pricing data, customer lists, buying manuals or
procedures, distribution manuals or procedures, other policy and procedure
manuals or handbooks, (vi) supplier information, tax records, personnel
histories and records, sales information, and property information, (vii)
information regarding the present or future phases of business, (viii) ideas,
inventions, trademarks, business information,
know-how, processes, techniques, improvements, designs, redesigns, creations,
discoveries, trade secrets, and developments, (ix) all computer software
licensed or developed by the Company or its subsidiaries, affiliates or
divisions, computer programs, computer-based and web-based training programs,
and systems, and (x) finances and financial information, but Confidential
Information will not include information of the Company or its subsidiaries,
affiliates or divisions that (1) became or becomes a matter of public knowledge
through sources independent of the Executive, (2) has been or is disclosed by
the Company or its subsidiaries, affiliates or divisions without restriction on
its use, or (3) has been or is required or specifically permitted to be
disclosed by law or governmental order or regulation. The Executive also agrees
that, if there is any reasonable doubt whether an item is public knowledge, to
not regard the item as public knowledge until and unless the Company’s Chief
Executive Officer confirms to the Executive that the information is public
knowledge. 

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          (c) The provisions of this Section 5 shall not preclude the
Executive from disclosing such information to the Executive's professional tax
advisor or legal counsel solely to the extent necessary to the rendering of
their professional services to the Executive if such individuals agree to keep
such information confidential.

          (d) The Executive agrees
that upon leaving the Company’s employ the Executive will remain reasonably
available to answer questions from Company officers regarding the Executive’s
former duties and responsibilities and the knowledge the Executive obtained in
connection therewith. 

          (e) The Executive agrees
that upon leaving the Company's employ the Executive will not communicate with,
or give statements to, any member of the media (including print, television, or
radio or social media) relating to any matter (including pending or threatening
lawsuits or administrative investigations) about which the Executive has
knowledge or information (other than knowledge or information that is not
Confidential Information) as a result of employment with the Company. The
Executive further agrees to notify the Chief Executive Officer or his or her
designee immediately after being contacted by any member of the media with
respect to any matter affected by this section. 

          (f) The Executive agrees
that all information, inventions, and discoveries, whether or not patented or
patentable, made or conceived by the Executive, either alone or with others, at
any time while employed by the Company, which arises out of such employment or
is pertinent to any field of business or research in which, during such
employment, the Company, its subsidiaries, affiliates or divisions is engaged or
(if such is known to or ascertainable by the Executive) is considering engaging
(“Intellectual Property”) shall (i) be and remain the sole property of the
Company and the Executive shall not seek a patent with respect to such
Intellectual Property without the prior consent of an authorized representative
of the Company and (ii) be disclosed promptly to an authorized representative of
the Company along with all information the Executive possesses with regard to
possible applications and uses. Further, at the request of the Company, and
without expense or additional compensation to the Executive, the Executive
agrees to execute such documents and perform such other acts as the Company
deems necessary to obtain patents on such Intellectual Property in a
jurisdiction or jurisdictions designated by the
Company, and to assign to the Company or its designee such Intellectual Property
and all patent applications and patents relating thereto. 

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          (g) The Executive and the Company agree that the Executive
intends all original works of authorship within the purview of the copyright
laws of the United States authored or created by the Executive in the course of
the Executive’s employment with the Company will be works for hire within the
meaning of such copyright law. 

          (h) Upon termination of
the Executive’s employment, or at any time upon request of the Company, the
Executive will return to the Company all Confidential Information and
Intellectual Property, in any form, including but not limited to letters,
memoranda, reports, notes, notebooks, books of account, drawings, prints,
specifications, formulae, data printouts, microfilms, magnetic tapes, disks,
recordings, documents, and all copies thereof.

     6. Termination. The Executive’s employment may be terminated during the
Term of Employment only as follows: 

          (a) Death. The Executive’s employment
shall terminate upon the Executive’s death. 

          (b) Disability. If, as a result of
the Executive’s Disability (as defined below), the Executive shall have been
absent from the Executive’s duties hereunder on a full-time basis for the entire
period of six consecutive months, and, within thirty days after written notice
of termination is given by the Company (which may occur before or after the end
of such six-month period), the Executive shall not have returned to the
performance of the Executive’s duties hereunder on a full-time basis, the
Executive’s employment shall terminate. For purposes of this Agreement, the term
“Disability” shall mean a physical or mental illness, impairment or
condition reasonably determined by the Board that prevents the Executive from
performing the duties of the Executive’s position under this Agreement.


          (c) For
Cause. The Company may terminate the
Executive’s employment for Cause. For this purpose, “Cause” means the
occurrence of any of the following (i) the Executive’s continuous failure to
substantially perform the Executive’s duties hereunder (unless such failure is a
result of a Disability as defined in Section 6(b)), (ii) the Executive’s theft,
dishonesty, breach of fiduciary duty for personal profit or falsification of any
documents of the Company, (iii) the Executive’s material failure to abide by the
applicable code(s) of conduct or other policies (including, without limitation,
policies relating to confidentiality and reasonable workplace conduct) of the
Company, (iv) knowing or intentional misconduct by the Executive as a result of
which the Company is required to prepare an accounting restatement, (v) the
Executive’s unauthorized use, misappropriation, destruction or diversion of any
tangible or intangible asset or corporate opportunity of the Company (including,
without limitation, the Executive’s improper use or disclosure of confidential
or proprietary information of the Company), (vi) any intentional misconduct or
illegal or grossly negligent conduct by the Executive which is materially
injurious to the Company monetarily or otherwise, (vii) any material breach by
the Executive of the provisions of Section 9 [Certain Employment Obligations] of
this Agreement, or (viii) the Executive’s conviction (including any plea of
guilty or nolo contendere) of any criminal act
involving fraud, dishonesty, misappropriation or moral turpitude, or which
materially impairs the Executive’s ability to perform his or her duties with the
Company. A termination for Cause shall not take effect unless: (1) the Executive
is given written notice by the Company of its intention to terminate the
Executive for Cause; (2) the notice specifically identifies the particular act
or acts or failure or failures to act which are the basis for such termination;
(3) where practicable, the notice is given within sixty (60) days of the
Company’s learning of such act or acts or failure or failures to act; and (4)
only in the case of clause (i), (iii), (v), (vi) or (vii) of the second sentence
of this Section 6(c), the Executive fails to substantially cure such breach, to
the extent such cure is possible, within sixty (60) days after the date that
such written notice is given to the Executive.

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          (d) Without Cause.
The Company may terminate the Executive’s employment at any time Without Cause.
A termination “Without
Cause” is a termination by the Company
of the Executive’s employment with the Company for any reasons other than the
death or Disability of the Executive or the termination by the Company of the
Executive for Cause as described in Section 6(c).

          (e) Termination by
the Executive for Good Reason. The
Executive may terminate the Executive’s employment with the Company for
“Good Reason,” which shall be deemed to occur if, within sixty (60)
business days after receipt of written notice to the Company by the Executive of
the occurrence of one or more of the following conditions, any of the following
condition(s) have not been cured: (1) a failure by the Company to comply with
any material provision of this Agreement (including but not limited to the
reduction of the Executive’s salary or the target annual bonus opportunity set
forth in Section 4(b)), (2) a significant diminishment in the nature or scope of
the authority, power, function or duty attached to the position which the
Executive currently maintains without the express written consent of the
Executive, provided however that the Company’s assignment of the title or the
responsibilities of “Chief Financial Officer” and/or “Principal Financial
Officer” to another Company executive does not constitute “Good Reason” within
the meaning of this Agreement; or (3) the relocation of the Executive’s
Principal Place of Employment as described in Section 3 to a location that
increases the regular one-way commute distance between the Executive’s residence
and Principal Place of Employment by more than 25 miles without the Executive’s
prior written consent. In order to constitute a termination of employment for
Good Reason, the Executive must provide written notice to the Company of the
existence of the condition giving rise to the Good Reason termination within
sixty (60) days of the initial existence of the condition, and in the event such
condition is timely cured by the Company, the termination shall not constitute a
termination for Good Reason.

          (f) Voluntary
Termination. The Executive may
voluntarily resign from the Executive’s employment with the Company at any time
(a “Voluntary Termination”). A voluntary resignation from employment by the
Executive for Good Reason pursuant to Section 6(e) shall not be deemed a
Voluntary Termination.

          (g) Non-Renewal
Termination. If the Executive fails to
request an extension of the Term of Employment in accordance with Section 1(b)
or if the Committee fails to approve such request,
this Agreement shall automatically expire at the end of the then current Term of
Employment (a “Non-Renewal
Termination”). 

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     7. Notice and Effective Date of Termination 

          (a) Notice. Any termination of the
Executive’s employment by the Company or by the Executive during the Term of
Employment (other than as a result of the death of the Executive or a
Non-Renewal Termination described in Section 6(g)) shall be communicated by
written notice of termination to the other party hereto. Such notice shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under that
provision. 

          (b) Date of
Termination. The date of termination of
the Executive’s employment shall be: 

               (i) if the Executive’s
employment is terminated by the Executive’s death, the date of the Executive’s
death; 

               (ii) if the Executive’s
employment is terminated due to Disability pursuant to Section 6(b), the date of
termination shall be the last to occur of the 31st day following delivery of the
notice of termination to the Executive by the Company or the end of the
consecutive six-month period referred to in Section 6(b). 

               (iii) if the Executive’s
employment is terminated for any other reason by either party, the date on which
a notice of termination is delivered to the other party; and 

               (iv) if the Agreement
expires pursuant to a Non-Renewal Termination described in Section 6(g), the
parties’ employment relationship shall terminate on the last day of the then
current Term of Employment without any notice. 

     8. Compensation and Benefits Upon
Termination. 

          (a) Termination Due
To Disability, Without Cause or For Good Reason. If the Executive’s employment terminates pursuant to Section 6(b)
[Disability], Section 6(d) [Without Cause], or Section 6(e) [Termination by
Executive for Good Reason], then, subject to Section 22 [Compliance with Section
409A], in addition to all salary, annual bonuses, expense reimbursements,
benefits and accrued vacation days earned by the Executive pursuant to Section 4
through the date of the Executive’s termination of employment, the Executive
shall be entitled to the following, provided that within sixty (60) days
following the Executive’s termination of employment the Executive executes a
general release of claims against the Company and its subsidiaries, affiliates,
stockholders, directors, officers, employees, agents, successors and assigns in
the current form approved by the Company and attached as Exhibit A (subject to
any amendments required by law or regulation) (the “Release”) and the
period for revocation, if any, of such Release has expired without the Release
having been revoked: 

7 









               (i) Salary. The Company shall continue to
pay to the Executive the Executive’s salary, at the rate in effect immediately
prior to such termination of employment, through the remainder of the Term of
Employment then in effect. 

               (ii) Bonus. The Company shall continue to pay to the Executive an annual
bonus through the remainder of the Term of Employment then in effect; provided,
however, that the amount of the annual bonus determined in accordance with this
Section 8(a) (ii) for the fiscal year of the Company in which such Term of
Employment ends shall be prorated on the basis of the number of days of such
Term of Employment occurring within such fiscal year. The amount of each annual
bonus payable pursuant to this Section 8(a)(ii), prior to any proration, shall
be equal to the annual bonus that the Executive would have earned had no such
termination under Section 8(a)(i) occurred, contingent on the relevant annual
bonus plan performance goals for the respective year having been obtained.
However, in no case shall any such post-termination annual bonus exceed 100% of
the Executive's target bonus for the fiscal year of the Company in which the
Executive's termination of employment occurs. Such bonuses shall not be paid
until due under the applicable Company bonus plan. 

               (iii) Stock
Options. Stock options granted to the
Executive by the Company and which remain outstanding immediately prior to the
date of termination of the Executive’s employment, as provided in Section 7(b),
shall immediately become vested in full upon such termination of employment.


               (iv) Restricted
Stock. Shares of restricted stock granted to
the Executive by the Company which have not become vested as of the date of
termination of the Executive’s employment, as provided in Section 7(b), shall
immediately become vested on a pro rata basis. The number of such additional
shares of restricted stock that shall become vested as of the date of the
Executive’s termination of employment shall be that number of additional shares
that would have become vested through the date of such termination of employment
at the rate(s) determined under the vesting schedule applicable to such shares
had such vesting schedule provided for the accrual of vesting on a daily basis
(based on a 365 day year). The pro rata amount of shares vesting through the
date of termination shall be calculated by multiplying the number of unvested
shares scheduled to vest in each respective vesting year by the ratio of the
number of days from the date of grant through the date of termination, and the
number of days from the date of grant through the original vesting date of the
respective vesting tranche. Any shares of restricted stock remaining unvested
after such pro rata acceleration of vesting shall automatically be reacquired by
the Company in accordance with the provisions of the applicable restricted stock
agreement, and the Executive shall have no further rights in such unvested
portion of the restricted stock. In addition, the Company shall waive any
reacquisition or repayment rights for dividends paid on restricted stock prior
to Executive’s termination of employment.

               (v) Other Equity
Awards. Except as set forth in Sections
8(a)(iii), 8(a)(iv) and 8(c), performance share awards and all other equity
awards granted to the Executive by the Company which remain outstanding
immediately prior to the date of termination of the Executive’s employment, as
provided in Section 7(b), shall vest and be settled in accordance with their
terms. 

8 







               (vi)
Health Care Coverage. The Company shall continue to provide Executive with health
care coverage (including medical, dental, vision and mental coverage) at or
equivalent to the level of coverage which the Executive had at the time of the
termination of employment (including coverage for the Executive’s dependents to
the extent such dependents were covered immediately prior to such termination of
employment) for the remainder of the Term of Employment, provided however
that in the event such coverage may no longer be extended to Executive following
termination of Executive’s employment either by the terms of the Company’s heath
care plans or under then applicable law, the Company shall instead reimburse
Executive for the amount equivalent to the Company’s cost of substantially
equivalent heath care coverage to Executive under ERISA Section 601 and
thereafter and Section 4980B of the Internal Revenue Code (“COBRA coverage”) for
a period not to exceed the lesser of [A] eighteen (18) months after the
termination of Executive’s employment, or [B] the remainder of the Term of
Employment, and provided
further that any such health care
coverage or reimbursement for health care coverage shall cease at such time that
Executive becomes eligible for health care coverage through another employer.


     The
Company shall have no further obligations to the Executive as a result of
termination of employment described in this Section 8(a) except as set forth in
Section 12. 

          (b) Termination for
Cause or Voluntary Termination. If the
Executive’s employment terminates pursuant to Section 6(c) [For Cause] or
Section 6(f) [Voluntary Termination], the Executive shall be entitled to receive
only the salary, annual bonuses, expense reimbursements, benefits and accrued
vacation days earned by the Executive pursuant to Section 4 through the date of
the Executive’s termination of employment. The Executive shall not be entitled
to any bonus not paid prior to the date of the Executive’s termination of
employment, and the Executive shall not be entitled to any prorated bonus
payment for the year in which the Executive’s employment terminates. Any stock
options granted to the Executive by the Company shall continue to vest only
through the date on which the Executive’s employment terminates, and unless
otherwise provided by their terms, any restricted stock, performance share
awards or other equity awards that were granted to the Executive by the Company
that remain unvested as of the date on which the Executive’s employment
terminates shall automatically be forfeited and the Executive shall have no
further rights with respect to such awards. The Company shall have no further
obligations to the Executive as a result of termination of employment described
in this Section 8(b) except as set forth in Section 12.

          (c) Death.
If the Executive’ employment terminates
pursuant to Section 6(a) [Death], (i) the Executive’s designated beneficiary or
the Executive’s estate shall be entitled to receive only the salary, expense
reimbursements, benefits and accrued vacation earned by the Executive pursuant
to Section 4 through the date of the Executive’s death; (ii) at the time payable
under the applicable Company bonus plan, an annual bonus shall be paid to the
Executive’s designated beneficiary or the Executive’s estate for the fiscal year
of the Executive’s death based on the annual bonus that the Executive would have
earned under the Company’s bonus plan for such fiscal year had the Executive not
died, contingent on the relevant annual bonus plan performance goals for said
year having been obtained, capped at 100% of the Executive’s target bonus for
such fiscal year and pro-rated for the number of days the Executive is employed
during such fiscal year until the Executive’s death; (iii) any restricted stock
previously granted to the Executive by the Company
that remain unvested as of the date of the Executive’s death shall automatically
be forfeited and the Executive shall have no further rights with respect to such
restricted stock; and (iv) the Company shall waive any reacquisition or
repayment rights for dividends paid on restricted stock prior to the Executive’s
death.

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          (d) Non-Renewal Termination. If the Agreement expires as set forth in Section 6(g) [Non-Renewal
Termination], then, subject to Section 22 [Compliance with Section 409A], in
addition to all salary, annual bonuses, expense reimbursements, benefits and
accrued vacation days earned by the Executive pursuant to Section 4 through the
date of the Executive’s termination of employment, the Executive shall be
entitled to the following, provided that within sixty (60) days following the
Executive’s termination of employment the Executive executes the Release and the
period for revocation, if any, of such Release has expired without the Release
having been revoked: 

               (i) Bonus. The Company shall pay the
Executive an annual bonus for the fiscal year of the Company in which the date
of the Executive’s termination of employment occurs, which shall be prorated for
the number of days of such fiscal year that the Executive is employed by the
Company. The amount of such annual bonus, prior to proration, shall be equal to
the annual bonus that the Executive would have earned under the Company’s bonus
plan for the fiscal year of the Company in which the Executive’s termination of
employment occurs had the Executive remained in its employment, contingent on
the relevant annual bonus plan performance goals for the year in which Executive
terminates having been obtained. However, in no case shall any such
post-termination annual bonus exceed 100% of the Executive's target bonus for
the fiscal year of the Company in which the Executive's termination of
employment occurs. Such bonus shall not be paid until due under the applicable
Company bonus plan.

               (ii) Stock
Options. Stock options granted to the
Executive by the Company and which remain outstanding immediately prior to the
date of termination of the Executive’s employment, as provided in Section 7(b),
shall be vested and exercisable in accordance with their terms. 

               (iii) Restricted
Stock. Shares of restricted stock
granted to the Executive by the Company which have not become vested as of the
date of termination of the Executive’s employment, as provided in Section 7(b),
shall immediately become vested on a pro rata basis. The number of such
additional shares of restricted stock that shall become vested as of the date of
the Executive’s termination of employment shall be that number of additional
shares that would have become vested through the date of such termination of
employment at the rate(s) determined under the vesting schedule applicable to
such shares had such vesting schedule provided for the accrual of vesting on a
daily basis (based on a 365 day year). The pro rata amount of shares vesting
through the date of non-renewal shall be calculated by multiplying the number of
unvested shares scheduled to vest in each respective vesting year by the ratio
of the number of days from the date of grant through the date of non-renewal,
and the number of days from the date of grant through the original vesting date
of the respective vesting tranche. Any shares of restricted stock remaining
unvested after such pro rata acceleration of vesting shall automatically be
reacquired by the Company in accordance with the provisions of the applicable
restricted stock agreement, and the Executive shall have no further rights in
such unvested portion of the restricted stock. In
addition, the Company shall waive any reacquisition or repayment rights for
dividends paid on restricted stock prior to Executive’s termination of
employment. 

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               (iv) Other Equity
Awards. Except as set forth in Sections
8(d)(ii) and 8(d)(iii), performance share awards and all other equity awards
granted to the Executive by the Company which remain outstanding immediately
prior to the date of termination of the Executive’s employment, as provided in
Section 7(b), shall vest and be settled in accordance with their terms.


     The Company shall have no further
obligations to the Executive as a result of termination of employment described
in this Section 8(d) except as set forth in Section 12. 

          (e) Special Change in
Control Provisions.

               (i) Change in Control Benefits.

                    (1) Without Regard to
Termination of Employment. In the event
of a Change in Control (as defined below), all shares of restricted stock
granted to the Executive by the Company shall become vested in full immediately
prior to the consummation of such Change in Control. Except as set forth in this
Section 8(e)(i)(1) or Section 8(e)(i)(2) below, the treatment of stock options,
performance share awards and all other equity awards granted to the Executive by
the Company which remain outstanding immediately prior to the date of such
Change in Control shall be determined in accordance with their terms.


                    (2) Upon Certain
Termination of Employment. In addition
to the benefits provided by Section 8(e)(i)(1) above, if the Executive’s
employment is terminated either by the Company Without Cause (as defined in
Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)),
in either case within a period commencing one (1) month prior to and ending
twelve (12) months following a Change in Control, then, subject to Section 22
[Compliance with Section 409A], the Executive shall be entitled to the following
(in addition to any other payments or benefits provided under this Agreement),
provided that within sixty (60) days following the Executive’s termination of
employment the Executive executes the Release and the period for revocation, if
any, of such Release has expired without the Release having been
revoked:

                         a. Salary. The Executive shall be
entitled to a cash payment equal to 2.99 times the Executive’s then-current
annual base salary. Such payment shall be payable in full to Executive within
sixty (60) days following such termination of employment, provided that within
sixty (60) days following the Executive’s termination of employment the
Executive executes a general release of claims against the Company and its
subsidiaries, affiliates, stockholders, directors, officers, employees, agents,
successors and assigns in the current form approved by the Company and attached
as Exhibit A (subject to any amendments required by law or regulation) (the
“Release”) and the period for revocation, if any, of such Release has expired
without the Release having been revoked. The payment under this Section
8(e)(i)(2)(a) shall take the place of any payment under Section 8(a)(i) and the
Executive shall not be entitled to receive a
payment under Section 8(a)(i) if the Executive is entitled to a payment under
this Section 8(e)(i)(2)(a). 

11 







                         b. Bonus. The Executive shall be
entitled to a cash payment equal to 2.99 times the Executive’s target annual
bonus for the Company’s fiscal year then in effect on the date termination of
employment occurs. Such payment shall be payable in full to Executive within
sixty (60) days following such termination of employment, provided that within
sixty (60) days following the Executive’s termination of employment the
Executive executes a general release of claims against the Company and its
subsidiaries, affiliates, stockholders, directors, officers, employees, agents,
successors and assigns in the current form approved by the Company and attached
as Exhibit A (subject to any amendments required by law or regulation) (the
“Release”) and the period for revocation, if any, of such Release has expired
without the Release having been revoked. The payment under this Section
8(d)(i)(2)(b) shall take the place of any payment under Section 8(a)(ii) and the
Executive shall not be entitled to receive a payment under Section 8(a)(ii) if
the Executive is entitled to a payment under this Section
8(d)(i)(2)(b).

                         c. Estate Planning.
The Executive shall be entitled to
reimbursement of the Executive’s estate planning expenses (including attorneys’
fees) on the same basis, if any, as to which the Executive was entitled to such
reimbursements immediately prior to such termination of employment for the
remainder of the Term of Employment then in effect. 

                         d. Health Care Coverage. The Company shall continue to provide Executive with health care
coverage (including medical, dental, vision and mental coverage) at or
equivalent to the level of coverage which the Executive had at the time of the
termination of employment (including coverage for the Executive’s dependents to
the extent such dependents were covered immediately prior to such termination of
employment) for the remainder of the Term of Employment, provided however that in the event such coverage may no longer be extended to Executive
following termination of Executive’s employment either by the terms of the
Company’s heath care plans or under then applicable law, the Company shall
instead reimburse Executive for Executive’s cost of substantially equivalent
heath care coverage available to Executive under ERISA Section 601 and
thereafter and Section 4980B of the Internal Revenue Code (“COBRA coverage”) for
a period not to exceed eighteen (18) months after the termination of Executive’s
employment, and provided
further that any such health care
coverage or reimbursement for health care coverage shall cease at such time that
Executive becomes eligible for health care coverage through another employer.


               (ii) Change in Control
Defined. A “Change in Control” shall be deemed to have occurred if: (1) any person or group (within
the meaning of Rule 13d-3 of the rules and regulations promulgated under the
Securities Exchange Act of 1934, as amended) shall acquire during the
twelve-month period ending on the date of the most recent acquisition by such
person or group, in one or a series of transactions, whether through sale of
stock or merger, ownership of stock of the Company that constitutes 35% or more
of the total voting power of the stock of the Company or any successor to the
Company; (2) a merger in which the Company is a party pursuant to which any
person or such group acquires ownership of stock of the Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power
of the stock of the Company, or (3) the sale, exchange, or transfer of all or
substantially all of the Company’s assets (other than a sale, exchange, or
transfer to one or more corporations where the stockholders of the Company
before and after such sale, exchange, or transfer, directly or indirectly, are
the beneficial owners of at least a majority of the voting stock of the
corporation(s) to which the assets were transferred). 

12 







               (iii) Excise Tax -
Best After-Tax Result. In the event that
any payment or benefit received or to be received by Executive pursuant to this
Agreement or otherwise (“Payments”) would (a) constitute a “parachute payment”
within the meaning of Section 280G of the Code and (b) but for this section, be
subject to the excise tax imposed by Section 4999 of the Code, any successor
provisions, or any comparable federal, state, local or foreign excise tax
(“Excise Tax”), then, subject to the provisions of Section 8(e)(iv), such
Payments shall be either (1) provided in full pursuant to the terms of this
Agreement or any other applicable agreement, or (2) provided as to such lesser
extent which would result in no portion of such Payments being subject to the
Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into
account the applicable federal, state, local and foreign income, employment and
other taxes and the Excise Tax (including, without limitation, any interest or
penalties on such taxes), results in the receipt by Executive, on an after-tax
basis, of the greatest amount of payments and benefits provided for hereunder or
otherwise, notwithstanding that all or some portion of such Payments may be
subject to the Excise Tax. Unless the Company and Executive otherwise agree in
writing, any determination required under this Section shall be made by an
independent advisor designated by the Company and reasonably acceptable to
Executive (“Independent Advisor”), whose determination shall be conclusive and
binding upon Executive and the Company for all purposes. For purposes of making
the calculations required under this Section, Independent Advisor may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code; provided that Independent Advisor shall
assume that Executive pays all taxes at the highest marginal rate. The Company
and Executive shall furnish to Independent Advisor such information and
documents as Independent Advisor may reasonably request in order to make a
determination under this Section. The Company shall bear all costs that
Independent Advisor may incur in connection with any calculations contemplated
by this Section. In the event that Section 8(e)(iii)(b)(2) above applies, then
based on the information provided to Executive and the Company by Independent
Advisor, Executive may, in Executive’s sole discretion and within 30 days of the
date on which Executive is provided with the information prepared by Independent
Advisor, determine which and how much of the Payments (including the accelerated
vesting of equity compensation awards) to be otherwise received by Executive
shall be eliminated or reduced (as long as after such determination the value
(as calculated by Independent Advisor in accordance with the provisions of
Sections 280G and 4999 of the Code) of the amounts payable or distributable to
Executive equals the Reduced Amount). If the Internal Revenue Service (the
“IRS”) determines that any Payment is subject to the Excise Tax, then Section
8(e)(iv) hereof shall apply, and the enforcement of Section 8(e)(iv) shall be
the exclusive remedy to the Company.

13 







               (iv) Adjustments. If,
notwithstanding any reduction described in Section 8(e)(iii) (or in the absence
of any such reduction), the IRS determines that Executive is liable for the
Excise Tax as a result of the receipt of one or more Payments, then Executive
shall be obligated to surrender or pay back to the Company, within 120 days
after a final IRS determination, an amount of such payments or benefits equal to
the “Repayment Amount.” The Repayment Amount with respect to such Payments shall
be the smallest such amount, if any, as shall be required to be surrendered or
paid to the Company so that Executive’s net proceeds with respect to such
Payments (after taking into account the payment of the excise tax imposed on
such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment
Amount with respect to such Payments shall be zero if a Repayment Amount of more
than zero would not eliminate the Excise Tax imposed on such Payments or if a
Repayment Amount of more than zero would not maximize the net amount received by
Executive from the Payments. If the Excise Tax is not eliminated pursuant to
this Section, Executive shall pay the Excise Tax. 

     9. Certain Employment
Obligations. 

          (a) Employee
Acknowledgement. The Company and the
Executive acknowledge that (i) the Company has a special interest in and derives
significant benefit from the unique skills and experience of the Executive; (ii)
as a result of the Executive’s service with the Company, the Executive will use
and have access to some of the Company’s proprietary and valuable Confidential
Information during the course of the
Executive’s employment; (iii) the
Confidential Information has been developed and created by the Company at
substantial expense and constitutes valuable proprietary assets of the Company,
and the Company will suffer substantial damage and irreparable harm which will
be difficult to compute if, during the term of the Executive’s employment or
thereafter, the Executive should disclose or improperly use such Confidential
Information in violation of the provisions of this Agreement; (iv) the Company
will suffer substantial damage and irreparable harm which will be difficult to
compute if the Executive competes with the company in violation of this
Agreement; (v) the Company will suffer substantial damage which will be
difficult to compute if, the Executive solicits or interferes with the Company’s
employees, clients, or customers; (vi) the provisions of this Agreement are
reasonable and necessary for the protection of the business of the Company; and
(vii) the provisions of this Agreement will not preclude the Executive from
obtaining other gainful employment or service. 

          (b) Non-Compete.

               (i) During the Term of
Employment and for a period of twenty-four (24) months following the Executive's
termination of employment with the Company, the Executive shall not, directly or
indirectly, own, manage, control, be employed by, consult with, participate in,
or be connected in any manner with the ownership, management, operation, control
of, or otherwise become involved with, any Competing Business, nor shall the
Executive undertake any planning to engage in any such activity. 

     For purposes of this Agreement, a
Competing Business shall mean any of the following: (1) any off-price retailer
or retailer of discount merchandise, including without limitation, Burlington
Coat Factory Warehouse Corporation, TJX Companies Inc., Stein Mart, Inc., (2)
Macy’s, Inc. and Kohl’s Corporation, and (3) any
affiliates, subsidiaries or successors of businesses identified above.


14 







               (ii) The foregoing restrictions in Section 9(b)(i) shall have
no force or effect in the event that: (i) the Executive’s employment with the
Company is terminated either by the Company pursuant to Section 6(d) [Without
Cause] or by the Executive pursuant to Section 6(e) [Termination by the
Executive for Good Reason]; or (ii) the Company fails to approve or grant an
extension of this Agreement in accordance with Section 1 hereof. 

               (iii) Section 9(b)(i)
shall not prohibit the Executive from making any investment of 1% or less of the
equity securities of any publicly-traded corporation which is considered to be a
Competing Business. 

          (c) Non-Solicitation
of Employees. During the Term of
Employment and for a period of 24 months following the Executive’s termination
of that employment with the Company, the Executive shall not, without the
written permission of the Company or an affected affiliate, directly or
indirectly (i) solicit, employ or retain, or have or cause any other person or
entity to solicit, employ or retain, any person who is employed by the Company
or was employed by the Company during the 6-month period prior to such
solicitation, employment, or retainer, (ii) encourage any such person not to
devote his or her full business time to the Company, or (iii) agree to hire or
employ any such person. 

          (d) Non-Solicitation
of Third Parties. During the Term of
Employment and for a period of 24 months following the Executive’s termination
of employment with the Company, the Executive shall not directly or indirectly
solicit or otherwise influence any entity with a business arrangement with the
Company, including, without limitation, suppliers, sales representatives,
lenders, lessors, and lessees, to discontinue, reduce, or otherwise materially
or adversely affect such relationship. 

          (e) Non-Disparagement. The Executive
acknowledges and agrees that the Executive will not defame or criticize the
services, business, integrity, veracity, or personal or professional reputation
of the Company or any of its directors, officers, employees, affiliates, or
agents of any of the foregoing in either a professional or personal manner
either during the term of the Executive’s employment or thereafter. 

     10. Company Remedies for Executive’s
Breach of Certain Obligations. 

          (a) The Executive
acknowledges and agrees that in the event that the Executive breaches or
threatens to breach Sections 5 or 9 of this Agreement, all compensation and
benefits otherwise payable pursuant to this Agreement and the vesting and/or
exercisability of all stock options, restricted stock, performance shares and
other forms of equity compensation previously awarded to the Executive,
notwithstanding the provisions of any agreement evidencing any such award to the
contrary, shall immediately cease. 

15 







          (b) The Company shall
give prompt notice to the Executive of its discovery of a breach by the
Executive of Sections 5 or 9 of this Agreement. If it is determined by a vote of
not less than two-thirds of the members of the
Board that the Executive has breached Section 9 of this Agreement and has not
cured such breach within ten (10) business days of such notice, then:


               (i) the Executive shall forfeit to the Company (A) all stock
options, stock appreciation rights, performance shares and other equity
compensation awards (other than shares of restricted stock, restricted stock
units or similar awards) granted to the Executive by the Company which remain
outstanding and unexercised or unpaid as of the date of such determination by
the Board (the “Breach Determination
Date”) and (B) all shares of restricted
stock, restricted stock units and similar awards granted to the Executive by the
Company which continue to be held by the Executive as of the Breach
Determination Date to the extent that such awards vested during the Forfeiture
Period (as defined below); and 

               (ii) the Executive shall
pay to the Company all gains realized by the Executive upon (A) the exercise by
or payment in settlement to the Executive on and after the commencement of the
Forfeiture Period of stock options, stock appreciation rights, performance
shares and other equity compensation awards (other than shares of restricted
stock, restricted stock units or similar awards) granted to the Executive by the
Company and (B) the sale on and after the commencement of the Forfeiture Period
of shares or other property received by the Executive pursuant to awards of
restricted stock, restricted stock units or similar awards granted to the
Executive by the Company and which vested during the Forfeiture Period.


          (c) For purposes of this
Section, the gain realized by the Executive upon the exercise or payment in
settlement of stock options, stock appreciation rights, performance shares and
other equity compensation awards shall be equal to (A) the closing sale price on
the date of exercise or settlement (as reported on the stock exchange or market
system constituting the principal market for the shares subject to the
applicable award) of the number of vested shares issued to the Executive upon
such exercise or settlement, reduced by the purchase price, if any, paid by the
Executive to acquire such shares, or (B) if any such award was settled by
payment in cash to the Executive, the gain realized by the Executive shall be
equal to the amount of cash paid to the Executive. Further, for purposes of this
Section, the gain realized by the Executive upon the sale of shares or other
property received by the Executive pursuant to awards of restricted stock,
restricted stock units or similar awards shall be equal to the gross proceeds of
such sale realized by the Executive. Gains determined for purposes of this
Section shall be determined without regard to any subsequent increase or
decrease in the market price of the Company’s stock or taxes paid by or withheld
from the Executive with respect to such transactions. 

          (d) For the purposes of
this Section, the “Forfeiture Period” shall be the period ending on the Breach
Determination Date and beginning on the earlier of (A) the date six months prior
to the Breach Determination Date or (B) the business day immediately preceding
the date of the Executive’s termination of employment with the Company.


          (e) The Company shall
have the right (but not the obligation) to deduct from any amounts payable from
time to time to the Executive by the Company pursuant to this Agreement or
otherwise (including wages or other compensation, vacation pay or other
benefits, and any other amounts owed to the
Executive by the Company) any and all amounts the Executive is required to pay
to the Company pursuant to this Section. The Executive agrees to pay to the
Company immediately upon the Breach Determination Date the amount payable by the
Executive to the Company pursuant to this Section which the Company has not
recovered by means of such deductions. 

16 







          (f) The Executive acknowledges that money will not adequately
compensate the Company for the substantial damages that will arise upon the
breach or threatened breach of Sections 5 or 9 of this Agreement and that the
Company will not have any adequate remedy at law. For this reason, such breach
or threatened breach will not be subject to the arbitration clause in Section
19; rather, the Company will be entitled, in addition to other rights and
remedies, to specific performance, injunctive relief, and other equitable relief
to prevent or restrain such breach or threatened breach. The Company may obtain
such relief from (1) any court of competent jurisdiction, (2) an arbitrator
pursuant to Section 19 hereof, or (3) a combination of the two (e.g., by
simultaneously seeking arbitration under Section 19 and a temporary injunction
from a court pending the outcome of the arbitration). It shall be the Company’s
sole and exclusive right to elect which approach to use to vindicate its rights.
The Executive further agrees that in the event of a breach or threatened breach,
the Company shall be entitled to obtain an immediate injunction and restraining
order to prevent such breach and/or threatened breach and/or continued breach,
without posting a bond or having to prove irreparable harm or damages, and to
obtain all costs and expenses, including reasonable attorneys’ fees and costs.
In addition, the existence of any claim or cause of action by the Executive
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the restrictive
covenants in this Agreement. 

          (g)
Recoupment. Executive hereby understands and agrees that the
Executive is subject to the Company’s recoupment policy. Under the current
policy applicable to the Company’s senior executives, subject to the discretion
and approval of the Company’s Board of Directors (the “Board”), the Company may,
to the extent permitted by governing law, require reimbursement of any cash
payments and reimbursement and/or cancellation of any Performance Share or
Common Shares issued in settlement of a Performance Share to the Executive where
all of the following factors are present: (1) the award was predicated upon the
achievement of certain financial results that were subsequently the subject of a
material restatement, (2) the Board determines that the Executive engaged in
fraud or intentional misconduct that was a substantial contributing cause to the
need for the restatement, and (3) a lower award would have been made to the
Executive based upon the restated financial results. In each instance, the
Company may seek to recover the Executive’s entire gain received by the
Executive within the relevant period, plus a reasonable rate of
interest.

     11. Exercise of Stock Options
Following Termination. If the
Executive's employment terminates, Executive (or the Executive's estate) may
exercise the Executive's right to purchase any vested stock under the stock
options granted to Executive by the Company as provided in the applicable stock
option agreement or Company plan. All such purchases must be made by the
Executive in accordance with the applicable stock option plans and agreements
between the parties. 

17 











     12. Successors; Binding Agreement.
This Agreement and all rights of the Executive hereunder shall inure to the
benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would still
be payable to the Executive hereunder, all such amounts shall be paid in
accordance with the terms of this Agreement and applicable law to the
Executive’s beneficiary pursuant to a written designation of
beneficiary, or, if there is no effective written designation of
beneficiary by the Executive, to the Executive’s estate.

     13.
Insurance and Indemnity. The Company shall, to the extent permitted by law,
include the Executive during the Term of Employment under any directors and
officers’ liability insurance policy maintained for its directors and officers,
with coverage at least as favorable to the Executive in amount and each other
material respect as the coverage of other officers covered thereby. The
Company’s obligation to provide insurance and indemnify the Executive shall
survive expiration or termination of this Agreement with respect to proceedings
or threatened proceedings based on acts or omissions of the Executive occurring
during the Executive’s employment with the Company. Such obligations shall be
binding upon the Company’s successors and assigns and shall inure to the benefit
of the Executive’s heirs and personal representatives. 

     14.
Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed as follows: 


	If to the Executive:	      	John G. Call
	 		Ross Stores, Inc.
		 	4440 Rosewood Drive
			Pleasanton, CA 94588
	 
	If to the Company:		Ross Stores, Inc.
			4440 Rosewood Drive
			Pleasanton, CA 94588
			Attention: General
Counsel




or to such other address as any
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon
receipt.  

18 







     15.
Complete Agreement; Modification, Waiver;
Entire Agreement. This Agreement, along
with any Compensation and Benefits Summary, stock option, restricted stock,
performance share or other equity compensation award agreements between the
parties, represents the complete agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
promises or representations of the parties, except those relating to repayment
of signing and related bonuses, or relocation expense reimbursements. To the
extent that the bonus payment provisions (i.e., post-termination bonus payments)
provided in this Agreement differ from the provisions of the Company’s incentive
bonus plans (currently the Incentive Compensation Plan) or any replacement
plans, such bonus payments shall be
paid pursuant to the provisions of this Agreement except to the extent expressly
prohibited by law. Except as provided by Section 22 [Compliance with Section
409A], no provision of this Agreement may be amended or modified except in a
document signed by the Executive and the chairman of the Committee or such other
person as may be designated by the Board. No waiver by the Executive or the
Company of any breach of, or lack of compliance with, any condition or provision
of this Agreement by the other party shall be considered a waiver of any other
condition or provision or the same condition or provision at another time. To
the extent that this Agreement is in any way deemed to be inconsistent with any
prior or contemporaneous Compensation and Benefits Summary, stock option,
restricted stock, performance share or other equity compensation award
agreements between the parties, or term sheet referencing such specific awards,
the terms of this Agreement shall control. No agreements or representations,
oral or otherwise, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. 

     16.
Governing Law -
Severability. The validity,
interpretation, construction, performance, and enforcement of this Agreement
shall be governed by the laws of the state in which the Executive’s principle
place of employment described in Section 3 is located without reference to that
state’s choice of law rules. If any provision of this Agreement shall be held or
deemed to be invalid, illegal, or unenforceable in any jurisdiction, for any
reason, the invalidity of that provision shall not have the effect of rendering
the provision in question unenforceable in any other jurisdiction or in any
other case or of rendering any other provisions herein unenforceable, but the
invalid provision shall be substituted with a valid provision which most closely
approximates the intent and the economic effect of the invalid provision and
which would be enforceable to the maximum extent permitted in such jurisdiction
or in such case. 

     17.
Mitigation Not Required. In the event the Executive’s employment with the Company
terminates for any reason, the Executive shall not be obligated to seek other
employment following such termination. However, any amounts due the Executive
under Sections 8(a)(i); 8(a)(ii); 8(e)(i)(2)(a),(b),(c) or (d); and/or any
additional salary provided under Section 8(e)(i)(1) of this Agreement shall be
offset by any cash remuneration, health care coverage and/or estate planning
reimbursements attributable to any subsequent employment that the Executive may
obtain during the period of payment of compensation under this Agreement
following the termination of the Executive’s employment with the Company.


     18.
Withholding. All payments required to be made by the Company hereunder
to the Executive or the Executive’s estate or beneficiaries shall be subject to
the withholding of such amounts as the Company may reasonably determine it
should withhold pursuant to any applicable law. To the extent permitted, the
Executive may provide all or any part of any necessary withholding by
contributing Company stock with value, determined on the date such withholding
is due, equal to the number of shares contributed multiplied by the closing
price per share as reported on the securities exchange constituting the primary
market for the Company’s stock on the date preceding the date the withholding is
determined.  

19 







     19.
Arbitration. In the event of any dispute or claim relating to or
arising out of the parties’ employment relationship or this Agreement
(including, but not limited to, any claims of breach of contract, wrongful
termination, or age, race, sex, disability or other discrimination), all
such disputes shall be fully, finally
and exclusively resolved by binding arbitration conducted by the American
Arbitration Association in the city in which the Executive’s principal place of
employment is located by an arbitrator mutually agreed upon by the parties
hereto or, in the absence of such agreement, by an arbitrator selected in
accordance with the Employment Arbitration Rules of the American Arbitration
Association, provided, however, that this arbitration provision shall not apply,
unless the Company elects otherwise, to any disputes or claims relating to or
arising out of the Executive’s breach of Sections 5 or 9 of this Agreement. If
either the Company or the Executive shall request, arbitration shall be
conducted by a panel of three arbitrators, one selected by the Company, one
selected by the Executive, and the third selected by agreement of the first two,
or, in the absence of such agreement, in accordance with such Rules. The Company
shall pay all costs of any arbitration; provided, however, that each party shall
pay its own attorney and advisor fees.

     If there is termination of the
Executive’s employment with the Company followed by a dispute as to whether the
Executive is entitled to the benefits provided under this Agreement, then,
during the period of that dispute the Company shall pay the Executive fifty
percent (50%) of the amount specified in Section 8 hereof (except that the
Company shall pay one hundred percent (100%) of any insurance premiums provided
for in Section 8), if, and only if, the Executive agrees in writing that if the
dispute is resolved against the Executive, the Executive shall promptly refund
to the Company all such payments received by, or made by the Company on behalf
of, the Executive. If the dispute is resolved in the Executive’s favor, promptly
after resolution of the dispute the Company shall pay the Executive the sum that
was withheld during the period of the dispute plus interest at the rate provided
in Section 1274(d) of the Code, compounded quarterly.

     20.
Attorney’s Fees. Each party shall bear its own attorney’s fees and costs
incurred in any action or dispute arising out of this Agreement. 

     21.
Miscellaneous. No right or interest to, or in, any payments shall be
assignable by the Executive; provided, however, that the Executive shall not be
precluded from designating in writing one or more beneficiaries to receive any
amount that may be payable after the Executive’s death and the legal
representative of the Executive’s estate shall not be precluded from assigning
any right hereunder to the person or persons entitled thereto. This Agreement
shall be binding upon and shall inure to the benefit of the Executive, the
Executive’s heirs and legal representatives and, the Company and its successors.



20 







     22.
Compliance with Section
409A. Notwithstanding any other
provision of this Agreement to the contrary, the provision, time and manner of
payment or distribution of all compensation and benefits provided by this
Agreement that constitute nonqualified deferred compensation subject to and not
exempted from the requirements of Code Section 409A (“Section 409A Deferred
Compensation”) shall be subject to,
limited by and construed in accordance with the requirements of Code Section
409A and all regulations and other guidance promulgated by the Secretary of the
Treasury pursuant to such Section (such Section, regulations and other guidance
being referred to herein as “Section
409A”), including the following:


         
(a) Separation from Service. Payments
and benefits constituting Section 409A Deferred Compensation otherwise payable
or provided pursuant to Section 8 upon the Executive’s termination of employment
shall be paid or provided only at the time of a termination of the Executive’s
employment which constitutes a Separation from Service. For the purposes of this
Agreement, a “Separation from
Service” is a separation from service
within the meaning of Treasury Regulation Section 1.409A-1(h). 

         
(b) Six-Month Delay Applicable to Specified Employees. If, at the time of a Separation from Service of the
Executive, the Executive is a “specified employee” within the meaning of Section
409A(a)(2)(B(i) (a “Specified
Employee”), then any payments and
benefits constituting Section 409A Deferred Compensation to be paid or provided
pursuant to Section 8 upon the Separation from Service of the Executive shall be
paid or provided commencing on the later of (i) the date that is six (6) months
after the date of such Separation from Service or, if earlier, the date of death
of the Executive (in either case, the “Delayed Payment Date”), or (ii) the date
or dates on which such Section 409A Deferred Compensation would otherwise be
paid or provided in accordance with Section 8. All such amounts that would, but
for this Section 22(b), become payable prior to the Delayed Payment Date shall
be accumulated and paid on the Delayed Payment Date. 

         
(c) Health Care and Estate Planning Benefits. In the event that all or any of the health care or estate
planning benefits to be provided pursuant to Sections 8(e)(i)(2)(c) or
8(e)(i)(2)(d) as a result of a Participant’s Separation from Service constitute
Section 409A Deferred Compensation, the Company shall provide for such benefits
constituting Section 409A Deferred Compensation in a manner that complies with
Section 409A. To the extent necessary to comply with Section 409A, the Company
shall determine the health care premium cost necessary to provide such benefits
constituting Section 409A Deferred Compensation for the applicable coverage
period and shall pay such premium cost which becomes due and payable during the
applicable coverage period on the applicable due date for such premiums;
provided, however, that if the Executive is a Specified Employee, the Company
shall not pay any such premium cost until the Delayed Payment Date. If the
Company’s payment pursuant to the previous sentence is subject to a Delayed
Payment Date, the Executive shall pay the premium cost otherwise payable by the
Company prior to the Delayed Payment Date, and on the Delayed Payment Date the
Company shall reimburse the Executive for such Company premium cost paid by the
Executive and shall pay the balance of the Company’s premium cost necessary to
provide such benefit coverage for the remainder of the applicable coverage
period as and when it becomes due and payable over the applicable period.


         
(d) Stock-Based Awards. The vesting
of any stock-based compensation awards which constitute Section 409A Deferred
Compensation and are held by the Executive, if the Executive is a Specified
Employee, shall be accelerated in accordance with this Agreement to the extent
applicable; provided, however, that the payment in settlement of any such awards
shall occur on the Delayed Payment Date. Any stock-based compensation which
vests and becomes payable upon a Change in Control in accordance with Section
8(e)(i)(1) shall not be subject to this Section 22(d).

21 







          (e) Installments.
Executive’s right to receive any installment payments payable hereunder shall be
treated as a right to receive a series of separate payments and, accordingly,
each such installment payment shall at all times be considered a separate and
distinct payment for purposes of Section 409A. 

         
(f) Reimbursements. To the extent
that any reimbursements payable to Executive pursuant to this Agreement are
subject to the provisions of Section 409A of the Code, such reimbursements shall
be paid to Executive no later than December 31 of the year following the year in
which the cost was incurred, the amount of expenses reimbursed in one year shall
not affect the amount eligible for reimbursement in any subsequent year, and
Executive’s right to reimbursement under this Agreement will not be subject to
liquidation or exchange for another benefit. 

          (g)
Rights of the Company; Release of
Liability. It is the mutual intention of
the Executive and the Company that the provision of all payments and benefits
pursuant to this Agreement be made in compliance with the requirements of
Section 409A. To the extent that the provision of any such payment or benefit
pursuant to the terms and conditions of this Agreement would fail to comply with
the applicable requirements of Section 409A, the Company may, in its sole and
absolute discretion and without the consent of the Executive, make such
modifications to the timing or manner of providing such payment and/or benefit
to the extent it determines necessary or advisable to comply with the
requirements of Section 409A; provided, however, that the Company shall not be
obligated to make any such modifications. Any such modifications made by the
Company shall, to the maximum extent permitted in compliance with the
requirements of Section 409A, preserve the aggregate monetary face value of such
payments and/or benefits provided by this Agreement in the absence of such
modification; provided, however, that the Company shall in no event be obligated
to pay any interest or other compensation in respect of any delay in the
provision of such payments or benefits in order to comply with the requirements
of Section 409A. The Executive acknowledges that (i) the provisions of this
Section 22 may result in a delay in the time at which payments would otherwise
be made pursuant to this Agreement and (ii) the Company is authorized to amend
the this Agreement, to void or amend any election made by the Executive under
this Agreement and/or to delay the payment of any monies and/or provision of any
benefits in such manner as may be determined by the Company, in its discretion,
to be necessary or appropriate to comply with Section 409A (including any
transition or grandfather rules thereunder) without prior notice to or consent
of the Executive. The Executive hereby releases and holds harmless the Company,
its directors, officers and stockholders from any and all claims that may arise
from or relate to any tax liability, penalties, interest, costs, fees or other
liability incurred by the Executive as a result of the application of Code
Section 409A.  

22 







     23.
Future Equity Compensation.
The Executive understands and
acknowledges that all awards, if any, of stock options, restricted stock,
performance shares and other forms of equity compensation by the Company are
made at the sole discretion of the Board of Directors of the Company or a
committee thereof. The Executive further understands and acknowledges, however,
that unless the Executive has executed this Agreement and each successive
amendment extending the Initial Term or any subsequent Renewal Term of the
Agreement as may be agreed to by the Company and the Executive, it is the
intention of the Board of Directors and the Executive that, notwithstanding any continued employment with the
Company, (a) the Company shall have no obligation to grant any award of stock
options, restricted stock, performance shares or any other form of equity
compensation which might otherwise have been granted to the Executive on or
after the intended commencement of the Initial Term or such successive Renewal
Term for which the Executive has failed to sign the Agreement or the applicable
Term of Employment extension amendment and (b) any such award which is
nevertheless granted to the Executive after the intended commencement of the
Initial Term or Renewal Term for which the Executive has failed to sign such
Agreement or applicable extension amendment shall not vest unless and until the
Executive has executed the Agreement or applicable extension amendment,
notwithstanding the provisions of any agreement evidencing such award to the
contrary. 

IN WITNESS
WHEREOF, the parties have executed this
Executive Employment Agreement effective as of the date and year first above
written. 

	ROSS STORES,
      INC.	       	EXECUTIVE
	 
	  
		 	
	By: Michael Balmuth		John G. Call
	Vice Chairman and Chief		Group Senior Vice President
	Executive Officer		



23 







Exhibit A to Executive
Employment Agreement 

CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE


This is an Agreement between
______________ (“Executive”) and Ross Stores, Inc. (“Ross”). The parties agree
to the following terms and conditions:

	1.	     	Executive
      ______________ employment with Ross effective ______________ (the
      “Separation Date”).
	 
	2.		Any inquiries by
      prospective employers or others should be referred to Ross’ third party
      provider The Work Number, phone number 1-800-367-5690 or http://www.theworknumber.com.
	 
	3.		Executive
      understands that the Executive Employment Agreement, effective _______
      (“Executive Agreement”), requires Executive to execute this General
      Release as a condition to receiving cash payments, benefits and equity as
      may be provided under the terms of the Executive Agreement.
	 
	4.		In consideration
      for Ross’ promises herein, Executive knowingly and voluntarily releases
      and forever discharges Ross, and all parent corporations, affiliates,
      subsidiaries, divisions, successors and assignees, as well as the current
      and former employees, attorneys, officers, directors and agents thereof
      (collectively referred to throughout the remainder of this Agreement as
      “Releases”), of and from any and all claims, judgments, promises,
      agreements, obligations, damages, losses, costs, expenses (including
      attorneys’ fees) or liabilities of whatever kind and character, known and
      unknown, which Executive may now have, has ever had, or may in the future
      have, arising from or in any way connected with any and all matters from
      the beginning of time to the date hereof, including but not limited to any
      alleged causes of action for:
	 		 
			
      	Title VII of the Civil Rights Act of
        1964, as amended
        
	The Civil Rights Act of 1991 
        
	Sections 1981 through 1988 of Title 42
        of the United States Code, as amended
        
	The Employee Retirement Income Security
        Act of 1974, as amended
        
	The Immigration Reform and Control Act,
        as amended
        
	The Americans with Disabilities Act of
        1990, as amended
        
	The Age Discrimination in Employment
        Act of 1967, as amended
        
	The Workers Adjustment and Retraining
        Notification Act, as amended
        
	The Occupational Safety and Health Act,
        as amended
        
	The Sarbanes-Oxley Act of 2002
        
	California Family Rights Act – Cal.
        Govt. Code § 12945.2 et seq.
        
	California Fair Employment and Housing
        Act – Cal. Gov’t Code § 12900 et seq. 
        
	Statutory Provision Regarding
        Retaliation/Discrimination for Filing a Workers Compensation Claim –
        Cal. Lab. Code §132a (1) to (4)
        
	Statutory Provision Regarding
        Representations and Relocation of Employment (Cal. Lab. Code §970 et
        seq.) 





	                   
      		  
                         
      
	Executive’s
      Initials          
      	Ross’
Initials


1 







Exhibit A to Executive
Employment Agreement 

			
      	California Unruh Civil Rights Act –
        Civ. Code § 51 et seq.
        
	California Sexual Orientation Bias Law
        – Cal. Lab. Code §1101 et seq. 
        
	California AIDS Testing and
        Confidentiality Law – Cal. Health & Safety Code §199.20 et seq.
        
        
	California Confidentiality of Medical
        Information – Cal. Civ. Code §56 et seq.
        
	California Smokers’ Rights Law – Cal.
        Lab. Code §96
        
	California Parental Leave Law – Cal.
        Lab. Code §230.7 et seq.
        
	California Apprenticeship Program Bias
        Law – Cal. Lab. Code §3070 et seq.
        
	California Wage Payment Act, as
        amended
        
	California Equal Pay Law – Cal. Lab.
        Code §1197.5 et seq.
        
	California Whistleblower Protection Law
        – Cal. Lab. Code § 1102-5(a) to (c)
        
	California Military Personnel Bias Law
        – Cal. Mil. & Vet. Code §394 et seq.
        
	California Family and Medical Leave –
        Cal. Lab. Code §233
        
	California Parental Leave for School
        Visits Law – Cal. Lab. Code §230.7 et seq.
        
	California Electronic Monitoring of
        Employees – Cal. Lab. Code §435 et seq.
        
	Cal/OSHA law, as amended
        
	California Consumer Reports:
        Discrimination Law – Cal. Civ. Code §1786.10 et seq.
        
	California Political Activities of
        Employees Act – Cal. Lab. Code §1101 et seq.
        
	California Domestic Violence Victim
        Employment Leave Act – Cal. Lab. Code §230.1
        
	California Voting Leave Law – Cal.
        Elec. Code §14350 et seq.
        
	California Court Leave Law – Cal. Lab.
        Code §230
        
	California Labor Code sections 2698 and
        2699
        
	Any other federal, state or local civil
        or human rights law or any other local, state or federal law, regulation
        or ordinance
        
	Any public policy, contract, tort, or
        common law, or
        
	Any claim for costs, fees, or other
        expenses including attorneys’ fees incurred in these
      matters


	 		 
	5.	     	Claims
      Excluded from this Release: However, notwithstanding the foregoing, nothing in this Agreement
      shall be construed to waive any right that is not subject to waiver by
      private agreement, including, without limitation, any claims arising under
      state unemployment insurance or workers compensation laws or California
      Labor Code section 2802. Executive understands that rights or claims under
      the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621,
      et seq.) that may arise after the date of this Agreement
      are not waived. Likewise, nothing in this Agreement shall be construed to
      prohibit Executive from filing a charge or complaint challenging the
      validity of this Agreement with the Equal Employment Opportunity
      Commission or participating in any investigation or proceeding conducted
      by the Equal Employment Opportunity Commission.
	  


	                   
      		  
                         
      
	Executive’s
      Initials          
      	Ross’
Initials



2 







Exhibit A to Executive
Employment Agreement 


	6.	     	Subject to the
      continuing viability of the Claims Excluded from this Agreement, as
      described in the paragraph above, Executive expressly waives and
      relinquishes all rights and benefits of section 1542 of the Civil Code of
      the State of California, and Executive does so understanding and
      acknowledging the significance and consequence of specifically waiving
      section 1542. Section 1542 of the Civil Code of the State of California
      states as follows:



A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor. 

			Executive warrants
      he or she has read this Agreement, including this waiver of California
      Civil Code section 1542, and that Executive has consulted counsel or has
      had the opportunity to consult counsel about this Agreement and
      specifically about the waiver of section 1542. Executive understands this
      Agreement and the section 1542 waiver, and so Executive freely and
      knowingly enters into this Agreement. Executive acknowledges he or she may
      later discover facts different from or in addition to those he or she now
      knows or believes to be true regarding the matters released or described
      in this Agreement, and even so Executive agrees the releases and
      agreements contained in this Agreement shall remain effective in all
      respects notwithstanding any later discovery of any different or
      additional facts. Executive assumes any and all risk of mistake in
      connection with the true facts involved in the matters, disputes, or
      controversies described in this Agreement or with regard to any facts now
      unknown to Executive relating to those matters.
			  
	7.	     	Executive affirms that he or
      she has been paid and/or has received all leave (paid or unpaid),
      compensation, wages, bonuses, commissions, and/or benefits to which he or
      she may be entitled and that no other leave (paid or unpaid),
      compensation, wages, bonuses, commissions and/or benefits are due to him
      or her, except as provided in this Agreement. Executive furthermore
      affirms that he or she has no known workplace injuries or occupational
      diseases and has been provided and/or has not been denied any leave
      requested, including any under the Family and Medical Leave Act or any
      other leaves authorized by federal or state law, and that Executive has
      not reported any purported improper, unethical or illegal conduct or
      activities to any supervisor, manager, executive human resources
      representative or agent of Ross Stores and has no knowledge of any such
      improper, unethical or illegal conduct or activities. Executive
      additionally represents and affirms that during the course of employment
      at Ross, Executive has taken no actions contrary to or inconsistent with
      Executive’s job responsibilities or the best interests of Ross’
      business.
	  
	8.		During the course of
      employment at Ross, Executive has become aware of a variety of
      confidential information related to Ross business and competitive
      position. Executive acknowledges that this confidential information
      includes information regarding Ross associate compensation, performance,
      and other terms of employment as to Ross associates. Executive agrees not
      to use or disclose in any manner such confidential, or trade secret
      information (which includes but is not limited to, marketing and profit
      information, potential site location, or other concepts or materials of
      Ross).
	  
			In furtherance of
      maintaining the confidentiality of such information, and in consideration
      for the payments and benefits provided by Ross under this Agreement,
      Executive also agrees to not directly or indirectly solicit any other
      employee of Ross for a competing business or induce or attempt to induce
      any other employee of Ross to terminate his or her employment with Ross
      for a period of twelve (12) months following Separation Date.
	 


	                   
      		  
                         
      
	Executive’s
      Initials          
      	Ross’
Initials



3 







Exhibit A to Executive
Employment Agreement 

			The
      parties agree that any violation of the provisions in this paragraph and
      the below provisions regarding confidentiality and non-disparagement would
      cause Ross significant, immediate and irreparable harm, entitling Ross to
      injunctive relief in an appropriate court of law. Further, the parties
      agree that in event of Executive’s violation of such provisions, Ross will
      be entitled to recover its reasonable attorney’s fees and costs incurred
      in successfully enforcing such provisions.
			 
	9.		Executive agrees
      that this is a private agreement and that he or she will not discuss the
      fact that it exists or its terms with anyone else except with his or her
      spouse, attorney, accountant, or as required by law. Further, Executive
      agrees not to defame, disparage or demean Ross in any way (excluding
      actions or communications expressly required or permitted by
  law
	 
	10.		Any party to this
      Agreement may bring an action in law or equity for its breach. Unless
      otherwise ordered by the Court, only the provisions of this Agreement
      alleged to have been breached shall be disclosed.
	 
	11.	     	This Agreement
      has been made in the State of California and the law of said State shall
      apply to it. If any part of this Agreement is found to be invalid, the
      remaining parts of the Agreement will remain in effect as if no invalid
      part existed.
	 
	12.		Executive further
      agrees to make him or herself available as needed and fully cooperate with
      Ross in defending any anticipated, threatened, or actual litigation that
      currently exists, or may arise subsequent to the execution of this
      Agreement. Such cooperation includes, but is not limited to, meeting with
      internal Ross employees to discuss and review issues which Executive was
      directly or indirectly involved with during employment with Ross,
      participating in any investigation conducted by Ross either internally or
      by outside counsel or consultants, signing declarations or witness
      statements, preparing for and serving as a witness in any civil or
      administrative proceeding by both depositions or a witness at trial,
      reviewing documents and similar activities that Ross deems necessary.
      Executive further agrees to make him or herself available as needed and
      cooperate in answering questions regarding any previous or current project
      Executive worked on while employed by Ross so as to insure a smooth
      transition of responsibilities and to minimize any adverse consequences of
      Executive’s departure.
	 
	13.		This Agreement
      sets forth the entire agreement between the parties hereto, and fully
      supersedes any prior agreements or understandings between the parties,
      except for any confidentiality, trade secrets and inventions agreements
      previously entered into with the company (which will remain in full force
      and effect), and may not be modified except in a writing agreed to and
      signed by both parties, providing however that Employer may modify this
      form of agreement from time to time solely as needed to comply with
      federal, state or local laws in effect that the time this Agreement is to
      be executed. Executive acknowledges that he or she has not relied on any
      representations, promises, or agreements of any kind made to him or her in
      connection with his or her decision to accept this Agreement except for
      those set forth in this Agreement.



	                   
      		  
                         
      
	Executive’s
      Initials          
      	Ross’
Initials



4 







Exhibit A to Executive
Employment Agreement 

FOR 40+
14.
Waiver: By signing this Agreement, Executive acknowledges that
he or she: 

	(a)	     	Has carefully read and
      understands this Agreement;
	 
	(b)		Has been given a full
      twenty-one (21) days within which to consider the terms of this Agreement
      and consult with an attorney of his or her choice, and to the extent he or
      she executes this Agreement prior to expiration of the full twenty-one
      (21) days, knowingly and voluntarily waives that period following
      consultation with an attorney of his or her choice;
	 
	(c)		Is, through this Agreement,
      releasing Ross from any and all claims he or she may have against it that
      have arisen as of the date of this Agreement, including but not limited
      to, rights or claims arising under the Age Discrimination in Employment
      Act of 1967 (29 U.S.C. §62l, et
      seq.);
	 
	(d)		Knowingly and voluntarily
      agrees to all of the terms set forth in this Agreement;
	 
	(e)		Knowingly and voluntarily
      intends to be legally bound by the same;
	 
	(f)		Is hereby advised in writing
      to consider the terms of this Agreement and to consult with an attorney of
      his or her choice prior to executing this Agreement;
	 
	(g)		Has consulted with an
      attorney of his or her choosing prior to signing this
  Agreement;
	 
	(h)		Understands that rights or
      claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. §
      621, et seq.) that may arise after the date of this Agreement
      are not waived;
	 
	(i)		Has a full seven (7) days
      following the execution of this Agreement to revoke this Agreement ("the
      Revocation Period") in writing and hereby is advised that this Agreement
      shall not become effective or enforceable until the Revocation Period has
      expired.     


Executive fully understands the
final and binding effect of the Agreement. Executive acknowledges that he or she
signs this Agreement voluntarily of his or her own free will. 

The parties hereto knowingly and
voluntarily executed this Agreement as of the date set forth below: 

	Dated:	 	 	      	By:  		 
	 				(“Executive”)
	 
	 
	 
	Dated:		 		By:  		 
					ROSS STORES, INC.
    (“Ross”)


	                   
      		  
                         
      
	Executive’s
      Initials          
      	Ross’
Initials



5