exhibit10-48.htm


    AMENDED AND
RESTATED
RETIREMENT BENEFIT PACKAGE AGREEMENT


     

         This Amended and Restated Retirement
Benefit Package Agreement (the “Retirement Agreement”) made and entered into on January 6,
2010 by and between Ross Stores, Inc. (“Ross”) and Norman A.
Ferber (“Ferber”), amends and restates the Retirement
Benefit Package Agreement entered into by Ross and Ferber effective as of
February 1, 2000, as amended on May 31, 2001 (the “Prior Agreement”). In recognition of Ferber’s past
valued services as Ross’ Chief Executive Officer, Ross desires to give Ferber
the following “Retirement Benefit Package.” The retirement benefits provided
under this Retirement Agreement shall be payable without regard to the provision
of any additional services by Ferber. 

     

         1. Continued Benefits.

     

              1.1 Benefit Plans. 

     

                   (a) Until the death of both Ferber and his
spouse, (1) Ferber and his “Immediate Family” (defined as Ferber, Ferber's spouse and
Ferber's children under the age of twenty one and children twenty one or older
if living at home or at college) shall be entitled to continue to participate
(at no cost to them) in the following Ross employee benefit plans, in effect on
the date hereof, in which Ferber now participates: executive medical, dental,
vision and mental health insurance; group life insurance; accidental death and
dismemberment insurance; business travel insurance; group excess personal
liability; and matching of Ferber's 401(k); and (2) subject to the last sentence
of this Section 1.1(a), Ross shall not make any changes in such plans or
arrangements that would adversely affect Ferber's rights or benefits thereunder,
unless such change occurs pursuant to a program applicable to all senior
executives of Ross, including Ross' Chief Executive Officer, and does not result
in a proportionately greater reduction in the rights of, or benefits to, Ferber
as compared with any other senior executive of Ross. Ferber shall be entitled to
participate in or receive benefits under any employee benefit plan or
arrangement made available by Ross in the future to its executives and key
management employees, subject to, and on a basis consistent with, the terms,
conditions and overall administration of such plans and arrangements.
Notwithstanding the foregoing, the medical, dental and vision benefits provided
under this Section 1.1(a) shall be provided at a minimum level of coverage equal
to the greater of (i) the level of coverage provided to Ferber in 2009 (which
coverage shall include, without limitation, the benefits set forth on Part II of
the attached Exhibit A) or (ii) the level of coverage provided
to Ross’ Chief Executive Officer during the year such coverage is provided.


     

                   (b) In order to implement the applicable
provisions of Section 1.1(a), Ferber and Ross agree that (1) in lieu of Ross
itself providing group life insurance and accidental death and dismemberment
insurance coverage for Ferber, Ross will continue to pay directly to Ferber an
amount representing the proportionate cost of providing equivalent life
insurance and accidental death and dismemberment insurance to Ferber under Ross'
existing executive life insurance program, along with an amount equal to the
additional tax on such benefits to Ferber, as reflected on Part I of the
attached Exhibit A, and (2) in lieu of Ferber participating
directly in Ross' existing 401(k) matching program, Ross will continue to pay
directly to Ferber an amount representing the 401(k) matching payment otherwise
payable to Ross’ senior executives (including, without limitation, Ross’ Chief
Executive Officer) under the terms of Ross' then current 401(k) matching
program, as reflected on the attached Exhibit A. During the term of the Amended and
Restated Independent Contractor Consultancy Agreement between Ross and Ferber
dated the date hereof (the “Consultancy Agreement”), such payments shall be paid to Ferber
on a pro rata basis each month on the same date the monthly installment of the
annual consulting fee provided for in the Consultancy Agreement is paid and,
following the termination of the Consultancy Agreement for any reason other than
Ferber’s death, shall be paid in a single lump sum on the date the payment
provided for in Section 1.4 is paid.

     

    

    
    


                   (c) Ross shall provide all benefits described
in this Section 1.1 at no cost to Ferber and his Immediate Family and shall
reimburse Ferber and his Immediate Family for any and all taxes associated with
Ferber's continued receipt of such benefits, including taxes based on any cash
payment paid to them as reimbursement for such taxes. 

     

                   (d) If for any reason, Ferber becomes
ineligible to participate in any of Ross’ employee benefit plans provided for in
Section 1.1(a) (and not addressed in Section 1.1(b)), Ross shall reimburse
Ferber for the cost of continuing these benefits, including all taxes associated
with such and taxes based on any cash payment paid to Ferber as reimbursement
for such taxes. 

     

              1.2 Discount Cards. Until Ferber’s death, Ferber and all
members of his Immediate Family shall be entitled to Ross discount cards.


     

              1.3 Estate Planning. Until Ferber’s death, Ferber shall be
reimbursed by Ross, or any successor to Ross, on an annual basis, for any estate
planning fees or expenses actually incurred by Ferber, up to a maximum annual
reimbursement equal to that provided to the Chief Executive Officer of Ross, or
any successor to Ross, but in no event less than $20,000. Ross shall also
reimburse Ferber for all federal and state income taxes that may be payable by
him as a result of the foregoing reimbursement. 

     

              1.4 Annual Payments. Upon the termination of the Consultancy
Agreement for any reason other than Ferber’s death, Ross shall pay Ferber
annually the amount of $75,000 for a period of ten (10) years with the first
such payment to be made in the year in which the Consultancy Agreement so
terminates and each annual payment made on February 10th (or, if February 10th is not a business day, the immediately
following business day) of each year during this ten-year period. 

     

         2. Secretary. Ross agrees to provide Ferber with a
full-time secretary for so long as Ferber serves as a member of Ross’ Board of Directors, including the
services of his present secretary for so long as she is able and willing to
serve. 

     

    

    
    


         3. Change of Control. For purposes of this Retirement
Agreement, in the event of a Change of Control, “Ross” shall include any other entity that is a
successor to Ross and the provisions of this Retirement Agreement shall continue
to be binding on and shall be performed by such successor, if any, for the
benefit of Ferber and his heirs and successors. Further, in the event of any
such Change of Control, the “senior executives” referred to in Section 1 of this
Retirement Agreement shall mean the senior executives who are members of the
successor entity’s
executive committee, or equivalent; or if there is no such committee, who hold
the most senior rank in the successor entity (in each case, including the
successor entity’s Chief Executive Officer). For purposes of this Retirement
Agreement, a “Change of Control”
shall be deemed to have occurred if: 

     

                   (a) 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, in or a series of
transactions, whether through sale of stock or merger, ownership of stock of
Ross that possesses more than 50% of the total fair market value or total voting
power of the stock of Ross or any successor to Ross; or 

     

                   (b) A merger in which Ross is a party, after
which merger the stockholders of Ross do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of the surviving
company; or 

     

                   (c) The sale, exchange, or transfer of all or
substantially all of Ross’ assets (other than a sale, exchange, or transfer to
one or more corporations where the stockholders of Ross 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). 

     

         4. General Provisions. 

     

              4.1 Amendment;
Modification. This
Retirement Agreement may be amended or modified only with the written consent of
Ferber and the Board of Directors of Ross, or its designated representative. No
oral waiver, amendment or modification will be effective under any circumstances
whatsoever 

     

              4.2 Successors and Assigns. This Retirement Agreement and all
rights of Ferber hereunder shall inure to the benefit of and be enforceable by
Ferber’s personal and legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. In addition, the
promises and obligations contained herein will be binding on the successors and
assigns of Ross. 

     

              4.3 Entire Agreement. This Retirement Agreement constitutes
the entire agreement between the parties relating to this subject matter and
supersedes all prior or contemporaneous oral or written agreements concerning
such subject matter, including the Prior Agreement. 

     

              4.4 Notice. For the purposes of this Retirement
Agreement, notices, demands and all other communications provided for in the
Retirement 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 Ferber:	Norman A. Ferber
	 	 	459 Hamilton Avenue
	
            	  	Palo Alto, CA 94301


    


    

    
    


    
      	          	If to Ross:	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. 

     

              4.5 Arbitration. In the event of any dispute or claim
relating to or arising out of this Retirement Agreement, all such disputes shall
be fully, finally and exclusively resolved by binding arbitration conducted by
the American Arbitration Association in Alameda County, California.


     

              4.6 Attorney’s Fees. Ross agrees to pay for Ferber’s
reasonable attorney’s fees incurred in the negotiation of terms of the
Retirement Agreement. 

     

         IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first above written. 

     

    
      	ROSS STORES, INC.	       	NORMAN A. FERBER
	   
	   
	By:	/s/ Michael
      Balmuth	
            	/s/ Norman A.
      Ferber
	
            	Michael Balmuth	
            	Chairman of the Board, Ross Stores,
      Inc.
	
            	Vice Chairman and CEO	
            	
            
	  
	Date:	 January 6,
      2010	 	Date:	 January 6,
      2010