ROSS STORES, INC.
RESTRICTED
STOCK AGREEMENT
FOR NONEMPLOYEE
DIRECTOR 

     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 for Nonemployee Director (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 the 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 the 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 

2 




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. 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 the 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 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 Participant of any Shares. The Company shall have no
obligation to deliver the Shares or to release any Shares from the Escrow


4 




established pursuant to Section 7
until the tax withholding obligations of the 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 the 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 ordinary income, as
the Company Reacquisition Right lapses, on the difference between the


5 




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.


7 




     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. 

8 




     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 A
BOARD MEMBER. 

          Nothing
in this Agreement shall confer upon the Participant any right to continue in the
Service of the Company or interfere in any way with any right of the Company 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 the 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 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.

9




               (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 the Company referring to the Award shall constitute
the entire understanding and agreement of the Participant and the Company 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 Company 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. 

          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. 

10