EXECUTIVE EMPLOYMENT AGREEMENT


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

RECITALS 

     A. The Company wishes to employ the Executive, and the Executive is willing
to accept such employment, as _______________. 

     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 __________ (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 ___________________. 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 reassigned 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] [New York, New York], 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 ___________ Dollars ($_______) 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 ____% of the Executive’s then effective annual salary
rate. The Executive’s death, termination for Cause or Voluntary Termination (as
described in Sections 6(a), 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 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 (20) 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 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 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 the Executive terminates the
Executive’s employment with the Company within sixty (60) days after written
notice to the Company by the Executive of the occurrence of one or more of the
following conditions, which condition(s) have not been cured within
thirty (30)
business days after the Company’s receipt of such written notice: (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, 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, such termination must occur within two (2) years following
the initial existence of any of the conditions set forth in this Section 6(e),
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 the Company shall have thirty (30)
days during which it may remedy the condition and in the event such condition is
timely remedied, 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: 

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               (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 greater of (A) the annual bonus
earned by the Executive for the most recent fiscal year of the Company ending
prior to the date of the Executive’s termination of employment or (B) 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. However, in no
case shall any such post-termination annual bonus exceed the lesser of 100% of
the Executive's target bonus for the most recent fiscal year of the Company
ending prior to the date of the Executive's termination of employment or 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/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
termination/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.


               (v) Other Equity Awards. Except as set
forth in Sections 8(a)(iii) and 8(a)(iv), 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.

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     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) Death, Termination for Cause or Voluntary Termination. If the Executive’s employment terminates pursuant to Section
6(a) [Death], Section 6(c) [For Cause] or Section 6(f) [Voluntary Termination],
the Executive (or the Executive’s designee or the Executive’s estate) 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) 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 portion 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
greater of (A) the annual bonus earned by the Executive for the most recent
fiscal year of the Company ending prior to the date of the Executive’s
termination of employment or (B) 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. However, in no case shall any such post-termination
annual bonus exceed the lesser of 100% of the Executive's target bonus for the
most recent fiscal year of the Company ending prior to the date of the
Executive's termination of employment or 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.

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               (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 termination/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
termination/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.


               (iv) Other Equity Awards. Except as set
forth in Sections 8(c)(ii) and 8(c)(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(c) except as set forth in
Section 12. 

          (d) 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, and,
subject to Section 22 [Compliance with Section 409A], the Executive shall be
entitled to receive an additional salary equal to _______________________
Dollars ($_______) per month for a period of two (2) years following the Change
in Control unless and until the Voluntary Termination (as defined in Section
6(f)) of the Executive’s employment or the termination for Cause (as defined in
Section 6(c)) of the Executive’s employment. Except as set forth in this Section
8(d)(i)(1) or Section 8(d)(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.


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                    (2) Upon Certain Termination of Employment. In addition to the payments and benefits provided by Section 8(d)(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 salary that shall be
payable to the Executive under Section 8(a)(i) shall be paid for the greater of
(i) the remainder of the Term of Employment then in effect or (ii) a period of
two (2) years commencing on the date of the Executive’s termination of
employment. 

                         b. Bonus. The annual bonus that shall be
payable to the Executive under Section 8(a)(ii) shall be paid for the greater of
(i) the remainder of the Term of Employment then in effect or (ii) a period of
two (2) years commencing on the date of the Executive’s termination of
employment; provided, however, that the amount of the annual bonus determined in
accordance with Section 8(a)(ii) for the fiscal year of the Company in which
such Term of Employment or two-year period, as the case may be, ends shall be
prorated on the basis of the number of days of such Term of Employment or
two-year period occurring within such fiscal year. 

                         c. Health Care
Coverage. The Executive shall be entitled to
the continuation of the Executive’s health care coverage under the Company’s
employee benefit plans (including medical, dental, vision and mental 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) at the Company’s
expense for the greater of (i) the remainder of the Term of Employment then in
effect or (ii) a period of two (2) years commencing on the date of the
Executive’s termination of employment. Such health care continuation rights will
be in addition to any rights the Executive may have under ERISA Sections 600 and
thereafter and Section 4980B of the Internal Revenue Code (“COBRA
coverage”).

                         d. 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
greater of (i) the remainder of the Term of Employment then in effect or (ii) a
period of two (2) years commencing on the date of termination of
employment.

11 




               (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).


               (iii) Excise Tax Gross-Up. If the Executive
becomes entitled to one or more payments (with a “payment” for this purpose
including the accelerated vesting of restricted stock, stock options or other
equity awards, or other non-cash benefits or property), whether pursuant to the
terms of this Agreement or any other plan or agreement with the Company or any
affiliated company (collectively, “Change in
Control Payments”), which are or become
subject to the tax (the “Excise
Tax”) imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the “Code”), the Company shall pay to the
Executive at the time specified below such amount (the “Gross-up Payment”) as may
be necessary to place the Executive in the same after-tax position as if no
portion of the Change in Control Payments and any amounts paid to the Executive
pursuant to Section 8 had been subject to the Excise Tax. The Gross-up Payment
shall include, without limitation, reimbursement for any penalties and interest
that may accrue in respect of such Excise Tax. For purposes of determining the
amount of the Gross-up Payment, the Executive shall be deemed: (A) to pay
federal income taxes at the highest marginal rate of federal income taxation for
the year in which the Gross-up Payment is to be made; and (B) to pay any
applicable state and local income taxes at the highest marginal rate of taxation
for the calendar year in which the Gross-up Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes if paid in such year. If the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time the Gross-up Payment is made, the Executive shall repay to the
Company at the time that the amount such reduction in Excise Tax is finally
determined (but, if previously paid to the taxing authorities, not prior to the
time the amount of such reduction is refunded to the Executive or otherwise
realized as a benefit by the Executive) the portion of the Gross-up Payment that
would not have been paid if such Excise Tax had been used in initially
calculating the Gross-up payment, plus interest on the amount of such repayment
at the rate provided in Section 1274 (b)(2)(B) of the Code. In the event that
the Excise Tax is determined to exceed the amount taken into account hereunder
at the time the Gross-up Payment is made, the Company shall make an additional
Gross-up Payment in respect of such excess (plus any interest and penalties
payable with respect to such excess) at the time that the amount of such excess
is finally determined. 

               (iv) The Gross-up Payment provided for above shall be paid, subject to Section
22 [Compliance with Section 409A], on the 30th day (or such earlier date as the
Excise Tax becomes due and payable to the taxing authorities) after it has been
determined that the Change in Control Payments (or any portion thereof) are
subject to the Excise Tax; provided, however, that if
the amount of such Gross-up Payment or portion thereof cannot be finally
determined on or before such day, the Company shall pay to the Executive on such
day an estimate, as determined by counsel or auditors selected by the Company
and reasonably acceptable to the Executive, of the minimum amount of such
payments. The Company shall pay to the Executive the remainder of such payments
(together with interest at the rate provided in Section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined. In the event that the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, the Executive shall repay such amount on the fifth day after
demand by the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code). The Company shall have the right to control all
proceedings with the Internal Revenue Service that may arise in connection with
the determination and assessment of any Excise Tax and, at its sole option, the
Company may pursue or forego any and all administrative appeals, proceedings,
hearings, and conferences with any taxing authority in respect of such Excise
Tax (including any interest or penalties thereon); provided, however, that the
Company’s control over any such proceedings shall be limited to issues with
respect to which a Gross-up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest any other issue raised by the
Internal Revenue Service or any other taxing authority. The Executive shall
cooperate with the Company in any proceedings relating to the determination and
assessment of any Excise Tax and shall not take any position or action that
would materially increase the amount of any Gross-up Payment hereunder.


12 




          (e) Timing of Payments. Any cash payments to which the Executive is entitled
under Sections 8(a),(c) and (d) shall be payable in accordance with the
Company’s payroll schedule and shall commence as soon as practicable upon the
period for revocation of the Release having expired (and in any event on or
prior to December 31 of the year in which Executive has a Separation from
Service); provided, however, that in the event that Executive becomes entitled
to such payments in connection with a Separation from Service that occurs on or
after November 1 of any calendar year, such payments shall commence on the later
of (i) the period for revocation of the Release having expired or (ii) January 1
of the calendar year that immediately follows the year in which the Executive
has a Separation from Service. 

     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.


13 




          (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 business that is
listed as a peer retailer in the Compensation Discussion and Analysis section of
the Company’s most current Proxy Statement filed with the U.S. Securities and
Exchange Commission as of the date of Executive’s termination of employment with
the Company, (2) any off-price retailer or retailer of discount merchandise,
including without limitation, Burlington Coat Factory Warehouse Corporation,
Federated Department Stores, Inc., TJX Companies Inc., Retail Ventures Inc.,
Kohl’s Corporation, Stein Mart, Inc. INSERT BY
INDIVIDUAL: Foot Locker, Inc., Payless ShoeSource, Inc. (Brautigan); Bed, Bath &
Beyond Inc., Linens ‘n Things, Inc., Tuesday Morning Corporation, (Lisa P and
Bob Bernard), and (3) any affiliates,
subsidiaries or successors of businesses identified above. 

               (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. 

14 




          (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. 

          (b) The Company shall give prompt notice to the Executive of its discovery of
a breach by the Executive of Section 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. 

15 




          (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. 

          (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. 

16 





     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.

     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:    	 	 
			                                   
    	 
	          	 	Ross Stores,
      Inc. 
		 	4440 Rosewood
      Drive 
	 	 	Pleasanton, CA
      94588 
		 
		 	[1372 Broadway, 8th Floor 
		 	New York, NY 10018] 



17





	          	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. 

     15. Complete Agreement; Modification, Waiver; Entire
Agreement. This Agreement 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. This Agreement, along with any stock option, restricted stock,
performance share or other equity compensation award agreements between the
parties, constitute the entire agreement between the parties regarding their
employment relationship. To the extent that this Agreement is in any way
inconsistent with any prior or contemporaneous stock option, restricted stock,
performance share or other equity compensation award agreements between the
parties, 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(d)(i)(2)(a),(b),(c) or (d); and/or any additional salary provided
under Section 8(d)(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 




     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. 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. 

19 




     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. 

     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(d)(i)(2)(c) or 8(d)(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.


20 




          (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(d)(i)(1) shall not be subject to this Section 22(d). 

          (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.


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     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  		 
	Vice Chairman,
      President and Chief  		  
	Executive
      Officer  		 




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