EXECUTIVE EMPLOYMENT AGREEMENT


     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective April 1, 2009, (the
“Effective Date”) by and between Ross Stores, Inc. (the “Company”), a
Delaware corporation, and Michael
O’Sullivan (the “Executive”).

RECITALS 

     A. The Company wishes to employ
the Executive, and the Executive is willing to accept such employment, as
Executive Vice President, Chief
Administrative Officer. 

     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, 2013 (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 Executive
Vice President, Chief Administrative Officer. 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 Ninety Thousand
Dollars ($690,000) 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
65% 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, 

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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. 

          (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 

4 




designated by the Company, and to
assign to the Company or its designee such Intellectual Property and all patent
applications and patents relating thereto. 

          (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 

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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.

          (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 

6 




such request, this Agreement shall
automatically expire at the end of the then current Term of Employment (a
“Non-Renewal Termination”). 

     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) 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/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. 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) 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. 

8 




     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. In
addition, provided the Executive terminates pursuant to Death, the Company shall
waive any reacquisition or repayment rights for dividends paid on restricted
stock prior to Executive’s termination of employment. 

          (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
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.

9 




               (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. In addition, the Company shall waive any reacquisition or
repayment rights for dividends paid on restricted stock prior to Executive’s
termination of employment. 

               (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 Sixty Two Thousand Five Hundred
Dollars ($62,500) 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.


10 




                    (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 this Section 8(d)(i)(2)(b) 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 this Section 8(d)(i)(2)(b) 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. The
amount of each annual bonus payable pursuant to this Section 8(d)(i)(2(b) 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) 100% of the
Executive’s target bonus for the fiscal year of the Company in which the
Executive’s termination of employment occurs.

                         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. 

12 




               (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. 

          (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 

13 




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 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,
Macy’s, Inc., TJX Companies Inc., Retail Ventures Inc., Kohl’s Corporation,
Stein Mart, Inc. 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. 

14 




          (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. 

          (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


16 




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. 

     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:    	Michael
      O’Sullivan 
		Ross
      Stores, Inc. 
		4440
      Rosewood Drive 
		Pleasanton,
      CA 94588  




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


18 




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. 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


20 




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(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 

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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. 

     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 		Michael
      O’Sullivan  
	Vice
      Chairman, President and Chief 		Executive Vice
      President, Chief  
	Executive
      Officer 		Administrative
      Officer  



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