ROSS
STORES, INC.
RESTRICTED STOCK AGREEMENT

     Ross
Stores, Inc. has granted to the Participant named in the Notice of Grant of Award (the “Grant Notice”) to which this Restricted Stock
Agreement (the “Agreement”) is attached an Award
(the “Award”) consisting of certain shares of Stock (the
“Shares”) subject to the terms and conditions set forth in the
Grant Notice and this Agreement. The Award has been granted pursuant and shall
in all respects be subject to the terms conditions of the Ross Stores, Inc. 2008
Equity Incentive Plan (the “Plan”), as amended to the Grant Date, the provisions of which
are incorporated herein by reference. By signing the Grant Notice, the
Participant: (a) acknowledges receipt of and represents that the Participant has
read and is familiar with the Grant Notice, this Agreement, the Plan and a
prospectus for the Plan prepared in connection with the registration with the
Securities and Exchange Commission of the Shares (the “Plan
Prospectus”), (b) accepts the Award subject to all of the terms and
conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Grant Notice, this Agreement or
the Plan.

     1. DEFINITIONS AND
CONSTRUCTION.

          1.1 Definitions.
Unless otherwise defined herein, capitalized terms
shall have the meanings assigned in the Grant Notice or the Plan. Wherever used
herein, the following terms shall have their respective meanings set forth
below:

               (a) “Grant Date” means the effective Grant Date
of the Award as set forth in the Grant Notice.

               (b) “Total Number of Shares” means the total
number of shares of Stock subject to the Award as set forth in the Grant Notice
and as adjusted from time to time pursuant to Section 9.

               (c)
“Vested Shares”
means, on any relevant date, that portion of the
Total Number of Shares which has vested in accordance with the vesting schedule
set forth in the Grant Notice. Provided that the Participant’s Service has not
terminated prior to the relevant vesting date described in the Grant Notice, the
number of shares as provided by the Grant Notice shall become Vested Shares on
such date.

          1.2 Construction. Captions and titles
contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise.

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     2. ADMINISTRATION. 

          All
questions of interpretation concerning the Grant Notice, this Agreement and the
Plan shall be determined by the Committee. All determinations by the Committee
shall be final and binding upon all persons having an interest in the Award as
provided by the Plan. Any Officer shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the
Officer has apparent authority with respect to such matter, right, obligation,
or election. 

     3. THE AWARD. 

          3.1 Grant and Issuance of Shares. On the Grant Date, the Participant shall acquire and the Company shall
issue, subject to the provisions of this Agreement, a number of Shares equal to
the Total Number of Shares. As a condition to the issuance of the Shares, the
Participant shall execute and deliver the Grant Notice to the Company, and, if
required by the Company, an Assignment Separate from Certificate duly endorsed
(with date and number of shares blank) in the form provided by the Company.


          3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than
applicable tax withholding, if any) as a condition to receiving the Shares, the
consideration for which shall be past services actually rendered and/or future
services to be rendered to a Participating Company or for its benefit.
Notwithstanding the foregoing, if required by applicable state corporate law,
the Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less
than the par value of the Shares issued pursuant to the Award.

          3.3 Beneficial Ownership of Shares; Certificate
Registration. The
Participant hereby authorizes the Company, in its sole discretion, to deposit
the Shares with the Company’s transfer agent, including any successor transfer
agent, to be held in book entry form during the term of the Escrow pursuant to
Section 7. Furthermore, the Participant hereby authorizes the Company, in its
sole discretion, to deposit, following the term of such Escrow, for the benefit
of the Participant with any broker with which the Participant has an account
relationship of which the Company has notice any or all Shares which are no
longer subject to such Escrow. Except as provided by the foregoing, a
certificate for the Shares shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.


          3.4 Issuance of Shares in Compliance with
Law. The issuance of
the Shares shall be subject to compliance with all applicable requirements of
federal, state or foreign law with respect to such securities. No Shares shall
be issued hereunder if their issuance would constitute a violation of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock
may then be listed. The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance of any Shares shall relieve the
Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a


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condition to the issuance of the Shares, the
Company may require the Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.

     4. VESTING OF SHARES. 

          4.1 Normal Vesting. Except
as provided in Section 4.2, the Shares shall vest and become Vested Shares as
provided in the Grant Notice; provided however, that Shares that would otherwise
become Vested Shares on a date on which a sale of such Shares by the Participant
would violate the Insider Trading Policy of the Company shall, notwithstanding
the vesting schedule set forth in the Grant Notice, become Vested Shares on the
next day on which such sale would not violate the Insider Trading Policy. No
additional Shares will become Vested Shares following the Participant’s
termination of Service for any reason. 

          4.2 Acceleration of Vesting Upon a Change in
Control. Subject to Section 4.3, in the event of a
Change in Control, the vesting of the Shares shall be accelerated in full, and
the Total Number of Shares shall be deemed Vested Shares effective as of the
date of the Change in Control, provided that the Participant’s Service has not
terminated prior to such date. 

          4.3
Federal Excise Tax Under Section 4999 of the
Code. 

               (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this Agreement
and any other payment or benefit received or to be received by the Participant
would subject the Participant to any excise tax pursuant to Section 4999 of the
Code due to the characterization of such acceleration of vesting, payment or
benefit as an excess parachute payment under Section 280G of the Code, the
Participant may elect, in his or her sole discretion, to reduce the amount of
any acceleration of vesting called for under this Agreement in order to avoid
such characterization. 

               (b) Determination by Independent Accountants.
To aid the Participant in making any election called for
under Section 4.3(a), upon the occurrence of any event that might reasonably be
anticipated to give rise to the acceleration of vesting under Section 4.2 (an
“Event”), the
Company shall promptly request a determination in writing by independent public
accountants selected by the Company (the “Accountants”). Unless the Company and the Participant
otherwise agree in writing, the Accountants shall determine and report to the
Company and the Participant within twenty (20) days of the date of the Event the
amount of such acceleration of vesting, payments and benefits which would
produce the greatest after-tax benefit to the Participant. For the purposes of
such determination, the Accountants may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Participant shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make their required determination. The Company shall bear all fees and expenses
the Accountants may reasonably charge in connection with their services
contemplated by this Section 4.3(b).

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     5. COMPANY
REACQUISITION RIGHT. 

          5.1 Grant of Company Reacquisition Right. Except to
the extent otherwise provided in an employment agreement between a Participating
Company and the Participant, in the event that (a) the Participant’s Service
terminates for any reason or no reason, with or without cause, or (b) the
Participant, the Participant’s legal representative, or other holder of the
Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of
(other than pursuant to an Ownership Change Event), including, without
limitation, any transfer to a nominee or agent of the Participant, any Shares
which are not Vested Shares (“Unvested Shares”), the
Company shall automatically reacquire the Unvested Shares, and the Participant
shall not be entitled to any payment therefor (the “Company
Reacquisition Right”). 

          5.2 Ownership Change Event, Non-Cash Dividends, Distributions and
Adjustments. Upon the occurrence of an Ownership Change Event,
a dividend or distribution to the stockholders of the Company paid in shares of
Stock or other property, or any other adjustment upon a change in the capital
structure of the Company as described in Section 4.4 of the Plan, any and all
new, substituted or additional securities or other property (other than regular,
periodic cash dividends paid on Stock pursuant to the Company’s dividend policy)
to which the Participant is entitled by reason of the Participant’s ownership of
Unvested Shares shall be immediately subject to the Company Reacquisition Right
and included in the terms “Shares,” “Stock” and “Unvested Shares” for all
purposes of the Company Reacquisition Right with the same force and effect as
the Unvested Shares immediately prior to the Ownership Change Event, dividend,
distribution or adjustment, as the case may be. For purposes of determining the
number of Vested Shares following an Ownership Change Event, dividend,
distribution or adjustment, credited Service shall include all Service with any
corporation which is a Participating Company at the time the Service is
rendered, whether or not such corporation is a Participating Company both before
and after any such event. 

          5.3 Obligation to Repay Certain Cash Dividends and Distributions.
The Participant shall, at the discretion of the Company, be obligated to
promptly repay to the Company upon termination of the Participant’s Service any
dividends and other distributions paid to the Participant in cash with respect
to Unvested Shares reacquired by the Company pursuant to the Company
Reacquisition Right. 

     6. TAX
MATTERS. 

          6.1 Tax
Withholding. 

               (a) In General. At the time the Grant Notice is executed, or at
any time thereafter as requested by a Participating Company, the Participant
hereby authorizes withholding from payroll and any other amounts payable to the
Participant, and otherwise agrees to make adequate provision for, any sums
required to satisfy the federal, state, local and foreign tax (including any
social insurance) withholding obligations of the Participating Company, if any,
which arise in connection with the Award, including, without limitation,
obligations arising upon (a) the transfer of Shares to the Participant, (b) the
lapsing of any restriction with respect to any Shares, (c) the filing of an
election to recognize tax liability, or (d) the transfer by the


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Participant of any Shares. The Company
shall have no obligation to deliver the Shares or to release any Shares from the
Escrow established pursuant to Section 7 until the tax withholding obligations
of the Participating Company have been satisfied by the Participant.

               (b) Assignment of Sale Proceeds; Payment of Tax
Withholding by Check. Subject to compliance with
applicable law and the Company’s Insider Trading Policy, the Company may permit
the Participant to satisfy the Participating Company’s tax withholding
obligations in accordance with procedures established by the Company providing
for either (i) delivery by the Participant to the Company or a broker approved
by the Company of properly executed instructions, in a form approved by the
Company, providing for the assignment to the Company of the proceeds of a sale
with respect to some or all of the Vested Shares, or (ii) payment by check. The
Participant shall deliver written notice of any such permitted election to the
Company on a form specified by the Company for this purpose at least thirty (30)
days (or such other period established by the Company) prior to the date on
which the Company’s tax withholding obligation arises (the “Withholding Date”). If the Participant elects payment by check,
the Participant agrees to deliver a check for the full amount of the required
tax withholding to the applicable Participating Company on or before the third
business day following the Withholding Date. If the Participant elects payment
by check but fails to make such payment as required by the preceding sentence,
the Company is hereby authorized, at its discretion, to satisfy the tax
withholding obligations through any means authorized by this Section 6.1,
including by directing a sale for the account of the Participant of some or all
of the Vested Shares from which the required taxes shall be withheld, by
withholding from payroll and any other amounts payable to the Participant or by
withholding shares in accordance with Section 6.1(c). 

               (c)
Withholding in Shares. The Company may
require the Participant to satisfy all or any portion of a
Participating Company’s tax withholding obligations by deducting a number of
whole, Vested Shares otherwise deliverable to the Participant or by the
Participant’s tender to the Company of a number of whole, Vested Shares or
vested shares acquired otherwise than pursuant to this Agreement having, in any
such case, a fair market value, as determined by the Company as of the date on
which the tax withholding obligations arise, not in excess of the amount of such
tax withholding obligations determined by the applicable minimum statutory
withholding rates. 

          6.2
Election Under Section 83(b) of the Code. 

               (a) The Participant understands that Section 83 of
the Code taxes as ordinary income the difference between the amount paid for the
Shares, if anything, and the fair market value of the Shares as of the date on
which the Shares are “substantially vested,” within the meaning of Section 83.
In this context, “substantially vested” means that the right of the Company to
reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The
Participant understands that he or she may elect to have his or her taxable
income determined at the time he or she acquires the Shares rather than when and
as the Company Reacquisition Right lapses by filing an election under Section
83(b) of the Code with the Internal Revenue Service no later than thirty (30)
days after the date of acquisition of the Shares. The Participant understands
that failure to make a timely filing under Section 83(b) will result in his or
her recognition of

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ordinary income, as the Company
Reacquisition Right lapses, on the difference between the purchase price, if
anything, and the fair market value of the Shares at the time such restrictions
lapse. The Participant further understands, however, that if Shares with respect
to which an election under Section 83(b) has been made are forfeited to the
Company pursuant to its Company Reacquisition Right, such forfeiture will be
treated as a sale on which there is realized a loss equal to the excess (if any)
of the amount paid (if any) by the Participant for the forfeited Shares over the
amount realized (if any) upon their forfeiture. If the Participant has paid
nothing for the forfeited Shares and has received no payment upon their
forfeiture, the Participant understands that he or she will be unable to
recognize any loss on the forfeiture of the Shares even though the Participant
incurred a tax liability by making an election under Section 83(b).

               (b) The Participant understands that he or she should
consult with his or her tax advisor regarding the advisability of filing with
the Internal Revenue Service an election under Section 83(b) of the Code, which
must be filed no later than thirty (30) days after the date of the acquisition
of the Shares pursuant to this Agreement. Failure to file an election under
Section 83(b), if appropriate, may result in adverse tax consequences to the
Participant. The Participant acknowledges that he or she has been advised to
consult with a tax advisor regarding the tax consequences to the Participant of
the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE
PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON
WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED.
THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS
THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH
ELECTION ON HIS OR HER BEHALF.

               (c)
The Participant will notify the Company in writing if the
Participant files an election pursuant to Section 83(b) of
the Code. The Company intends, in the event it does not receive from the
Participant evidence of such filing, to claim a tax deduction for any amount
which would otherwise be taxable to the Participant in the absence of such an
election. 

     7. ESCROW. 

          7.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right will be
available for reacquisition, the Participant and the Company hereby appoint the
Secretary of the Company, or any other person designated by the Company, as
their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to
sell, assign and transfer to the Company any such Unvested Shares reacquired by
the Company pursuant to the Company Reacquisition Right. The Participant
understands that appointment of the Agent is a material inducement to make this
Agreement and that such appointment is coupled with an interest and is
irrevocable. The Agent shall not be personally liable for any act the Agent may
do or omit to do hereunder as escrow agent, agent for the Company, or attorney
in fact for the Participant while acting in good faith and in the exercise of
the Agent’s own good judgment, and any act done or omitted by the Agent pursuant
to the advice of the Agent’s own attorneys shall be conclusive evidence of such
good faith. The Agent may

6 




rely upon any letter, notice or other
document executed by any signature purporting to be genuine and may resign at
any time.

          7.2 Establishment of Escrow. The Participant authorizes the Company to
deposit the Unvested Shares with the Company’s transfer agent to be held in book
entry form, as provided in Section 3.3, and the Participant agrees to deliver to
and deposit with the Agent each certificate, if any, evidencing the Shares and,
if required by the Company, an Assignment Separate from Certificate with respect
to such book entry shares and each such certificate duly endorsed (with date and
number of Shares blank) in the form attached to this Agreement, to be held by
the Agent under the terms and conditions of this Section 7 (the “Escrow”). Upon the occurrence of an Ownership Change
Event, a dividend or distribution to the stockholders of the Company paid in
shares of Stock or other property (other than regular, periodic dividends paid
on Stock pursuant to the Company’s dividend policy), or any other adjustment
upon a change in the capital structure of the Company, as described in Section
4.4 of the Plan, in the character or amount of any outstanding stock of the
corporation the stock of which is subject to the provisions of this Agreement,
any and all new, substituted or additional securities or other property to which
the Participant is entitled by reason of his or her ownership of the Shares that
remain, following such Ownership Change Event, dividend, distribution or change
described in Section 4.4 of the Plan, subject to the Company Reacquisition Right
shall be immediately subject to the Escrow to the same extent as the Shares
immediately before such event. The Company shall bear the expenses of the
Escrow. 

          7.3 Delivery of Shares to
Participant. The
Escrow shall continue with respect to any Shares for so long as such Shares
remain subject to the Company Reacquisition Right. Upon termination of the
Company Reacquisition Right with respect to Shares, the Company shall so notify
the Agent and direct the Agent to deliver such number of Shares to the
Participant. As soon as practicable after receipt of such notice, the Agent
shall cause to be delivered to the Participant the Shares specified by such
notice, and the Escrow shall terminate with respect to such Shares.


     8.
EFFECT OF
CHANGE IN
CONTROL.


          In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof,
as the case may be (the “Acquiror”), may, without the consent of
the Participant, assume or continue in full force and effect the Company’s
rights and obligations under the Award or substitute for the Award a
substantially equivalent award for the Acquiror’s stock. For purposes of this
Section, the Award shall be deemed assumed if, following the Change in Control,
the Award confers the right to receive, subject to the terms and conditions of
the Plan and this Agreement, for each Share subject to the Award immediately
prior to the Change in Control, the consideration (whether stock, cash, other
securities or property or a combination thereof) to which a holder of a share of
Stock on the effective date of the Change in Control was entitled.
Notwithstanding the foregoing, Shares acquired pursuant to the Award prior to
the Change in Control and any consideration received pursuant to the Change in
Control with respect to such shares Shall continue to be subject to all
applicable provisions of this Agreement except as otherwise provided herein or
in an employment agreement between a Participating Company and the Participant.


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     9. ADJUSTMENTS FOR
CHANGES IN
CAPITAL
STRUCTURE.


          Subject
to any required action by the stockholders of the Company, in the event of any
change in the Stock effected without receipt of consideration by the Company,
whether through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares,
or similar change in the capital structure of the Company, or in the event of
payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and kind of shares subject
to the Award, in order to prevent dilution or enlargement of the Participant’s
rights under the Award. For purposes of the foregoing, conversion of any
convertible securities of the Company shall not be treated as “effected without
receipt of consideration by the Company.” Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest whole
number. The adjustments determined by the Committee pursuant to this Section
shall be final, binding and conclusive. 

     10. LEGENDS. 

          The
Company may at any time place legends referencing the Company Reacquisition Right and any applicable federal, state or foreign
securities law restrictions on all certificates representing the Shares. The
Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing the Shares in the possession of
the Participant in order to carry out the provisions of this Section. Unless
otherwise specified by the Company, legends placed on such certificates may
include, but shall not be limited to, the following: 

“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH
IN AN AGREEMENT BETWEEN THIS CORPORATION AND
THE REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.” 

     11. RESTRICTIONS ON
TRANSFERS OF
SHARES.


          No
Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or
otherwise disposed of, including by operation of law, in any manner which
violates any of the provisions of this Agreement and, except pursuant to an
Ownership Change Event, until the date on which such shares become Vested
Shares, and any such attempted disposition shall be void. The Company shall not
be required (a) to transfer on its books any Shares which will have been
transferred in violation of any of the provisions set forth in this Agreement or
(b) to treat as owner of such Shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such Shares will have been
so transferred. In order to enforce its rights under this Section, the Company
shall be authorized to give a stop transfer instruction with respect to the
Shares to the Company’s transfer agent. 

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     12. RIGHTS AS A STOCKHOLDER. 

          The
Participant shall have no rights as a stockholder with respect to any Shares
subject to the Award until the date of the issuance of a certificate for such
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). No adjustment shall be made
for dividends, distributions or other rights for which the record date is prior
to the date such certificate is issued, except as provided in Section 9. Subject
the provisions of this Agreement, the Participant shall exercise all rights and
privileges of a stockholder of the Company with respect to Shares deposited in
the Escrow pursuant to Section 7. 

     13. RIGHTS AS EMPLOYEE, CONSULTANT OR
BOARD
MEMBER.


          If the
Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between
a Participating Company and the Participant, the Participant’s employment is “at
will” and is for no specified term. Nothing in this Agreement shall confer upon
the Participant any right to continue in the Service of a Participating Company
or interfere in any way with any right of the Participating Company Group to
terminate the Participant’s Service at any time. 

     14. MISCELLANEOUS
PROVISIONS.


          14.1 Termination or Amendment. The Committee may terminate or amend the Plan or this Agreement at any
time; provided, however, that no such termination or amendment may adversely
affect the Participant’s rights under this Agreement without the consent of the
Participant unless such termination or amendment is necessary to comply with
applicable law or government regulation. No amendment or addition to this
Agreement shall be effective unless in writing. 

          14.2 Further Instruments. The parties hereto agree to execute such further instruments and to take
such further action as may reasonably be necessary to carry out the intent of
this Agreement. 

          14.3 Binding Effect. This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer set forth herein, be
binding upon the Participant and the Participant’s heirs, executors,
administrators, successors and assigns. 

          14.4 Delivery of Documents and Notices.
Any document relating to participation in the Plan or
any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given (except to the extent that this Agreement provides
for effectiveness only upon actual receipt of such notice) upon personal
delivery, electronic delivery at the e-mail address, if any, provided for the
Participant by a Participating Company, or upon deposit in the U.S. Post Office
or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed
to the

9 




other party at the address of such
party set forth in the Grant Notice or at such other address as such party may
designate in writing from time to time to the other party.

               (a) Description of Electronic Delivery. The Plan
documents, which may include but do not necessarily include: the Plan, the Grant
Notice, this Agreement, the Plan Prospectus, and any reports of the Company
provided generally to the Company’s stockholders, may be delivered to the
Participant electronically. In addition, the parties may deliver electronically
any notices called for in connection with the Escrow and the Participant may
deliver electronically the Grant Notice to the Company or to such third party
involved in administering the Plan as the Company may designate from time to
time. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a
third party involved in administering the Plan, the delivery of the document via
e-mail or such other means of electronic delivery specified by the Company.


               (b) Consent to Electronic Delivery. The Participant acknowledges
that the Participant has read Section 14.4(a) of this Agreement and consents to
the electronic delivery of the Plan documents, the Grant Notice and notices in
connection with the Escrow, as described in Section 14.4(a). The Participant
acknowledges that he or she may receive from the Company a paper copy of any
documents delivered electronically at no cost to the Participant by contacting
the Company by telephone or in writing. The Participant further acknowledges
that the Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the
Participant understands that the Participant must provide the Company or any
designated third party administrator with a paper copy of any documents if the
attempted electronic delivery of such documents fails. The Participant may
revoke his or her consent to the electronic delivery of documents described in
Section 14.4(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company of such revoked consent or revised
e-mail address by telephone, postal service or electronic mail. Finally, the
Participant understands that he or she is not required to consent to electronic
delivery of documents described in Section 14.4(a). 

          14.5 Integrated Agreement. The Grant Notice, this Agreement and
the Plan, together with any employment, service or other agreement between the
Participant and a Participating Company referring to the Award, shall constitute
the entire understanding and agreement of the Participant and the Participating
Company Group with respect to the subject matter contained herein or therein and
supersede any prior agreements, understandings, restrictions, representations,
or warranties among the Participant and the Participating Company Group with
respect to such subject matter other than those as set forth or provided for
herein or therein. To the extent contemplated herein or therein, the provisions
of the Grant Notice, this Agreement and the Plan shall survive any settlement of
the Award and shall remain in full force and effect. 

          14.6 Applicable Law. This Agreement shall be governed by the laws
of the State of California as such laws are applied to agreements between
California residents entered into and to be performed entirely within the State
of California.

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          14.7 Counterparts. The
Grant Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. 

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