EXHIBIT 10.3


EXECUTIVE EMPLOYMENT
AGREEMENT

     THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective
October 1, 2007, (the “Effective Date”) by and between Ross Stores, Inc.
(the “Company”), a Delaware corporation, and John G. Call (the
“Executive”).

RECITALS

     A. The Company wishes to employ the
Executive, and the Executive is willing to accept such employment, as Senior
Vice President, Chief Financial 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, 2010 (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.”

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     2. Position and Duties.
During the Term of Employment, the Executive shall serve as Senior Vice
President, Chief Financial 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 Four Hundred Sixty Six Thousand
Dollars ($466,000) 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
55% 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-five (25) vacation days in each calendar year, and to compensation in
respect of earned but unused vacation days, determined in accordance with the
Company’s vacation plan. The Executive shall also be entitled to all paid
holidays given by the Company to its senior executives. Unused vacation days
shall not be forfeited once they have been earned and, if still unused at the
time of the Executive’s termination of employment with the Company, shall be
promptly paid to the Executive at their then-current value, based on the
Executive’s daily salary rate at the time of the Executive’s termination of
employment.

          (f)
Services Furnished. The Company shall furnish the Executive with office
space and such services as are suitable to the Executive’s position and adequate
for the performance of the Executive’s duties during the Term of
Employment.

     5. Confidential Information and
Intellectual Property.

          (a)
Other than in the performance of the Executive’s duties hereunder, the Executive
agrees not to use in any manner or disclose, distribute, publish, communicate or
in any way cause to be used, disclosed, distributed, published, or communicated
in any way or at any time, either while in the Company's employ or at any time
thereafter, to any person not employed by the Company, or not engaged to render
services to the Company, any Confidential Information (as defined below)
obtained while in the employ of the Company.

          (b)
Confidential Information includes any written or unwritten information which
relates to and/or is used by the Company or its subsidiaries, affiliates or
divisions, including, without limitation (i) the names, addresses, buying habits
and other special information regarding past, present and potential customers,
employees and suppliers of the Company, (ii) customer and supplier contracts and
transactions or price lists of the Company and suppliers, (iii) methods of
distribution, (iv) all agreements, files, books, logs, charts, records, studies,
reports, processes, schedules and statistical information, (v) data, figures,
projections, estimates, pricing data, customer lists, buying manuals or
procedures, distribution manuals or procedures, other policy and procedure
manuals or handbooks, (vi) supplier information, tax records, personnel
histories and records, sales information, and property information, (vii)
information regarding the present or future phases of business, (viii) ideas,
inventions, trademarks, business information, know-how, processes, techniques,
improvements, designs, redesigns, creations, discoveries, trade secrets, and
developments, (ix) all computer software licensed or developed by the Company or
its subsidiaries, affiliates or divisions, computer programs, computer-based and
web-based training programs, and systems, and (x) finances and financial
information, but Confidential Information will not include information of the
Company or its subsidiaries, affiliates or divisions that (1) became or becomes
a matter of public knowledge through sources independent of the Executive, (2)
has been or is disclosed by the Company or its subsidiaries, affiliates or
divisions without restriction on its use, or (3) has been or is required or
specifically permitted to be disclosed by law or governmental order or
regulation. The Executive also agrees that, if there is any reasonable doubt
whether an item is public knowledge, to not regard the item as public knowledge
until and unless the Company’s Chief Executive Officer confirms to the Executive
that the information is public knowledge.

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          (c) The provisions of this Section 5 shall not preclude the
Executive from disclosing such information to the Executive's professional tax
advisor or legal counsel solely to the extent necessary to the rendering of
their professional services to the Executive if such individuals agree to keep
such information confidential.

          (d) The Executive agrees that upon leaving the Company’s
employ the Executive will remain reasonably available to answer questions from
Company officers regarding the Executive’s former duties and responsibilities
and the knowledge the Executive obtained in connection therewith.

          (e) The Executive agrees that upon leaving the Company's
employ the Executive will not communicate with, or give statements to, any
member of the media (including print, television, or radio media) relating to
any matter (including pending or threatening lawsuits or administrative
investigations) about which the Executive has knowledge or information (other
than knowledge or information that is not Confidential Information) as a result
of employment with the Company. The Executive further agrees to notify the Chief
Executive Officer or his or her designee immediately after being contacted by
any member of the media with respect to any matter affected by this
section.

          (f) The Executive agrees that all information, inventions,
and discoveries, whether or not patented or patentable, made or conceived by the
Executive, either alone or with others, at any time while employed by the
Company, which arises out of such employment or is pertinent to any field of
business or research in which, during such employment, the Company, its
subsidiaries, affiliates or divisions is engaged or (if such is known to or
ascertainable by the Executive) is considering engaging (“Intellectual
Property”) shall (i) be and remain the sole property of the Company and the
Executive shall not seek a patent with respect to such Intellectual Property
without the prior consent of an authorized representative of the Company and
(ii) be disclosed promptly to an authorized representative of the Company along
with all information the Executive possesses with regard to possible
applications and uses. Further, at the request of the Company, and without
expense or additional compensation to the Executive, the Executive agrees to
execute such documents and perform such other acts as the Company deems
necessary to obtain patents on such Intellectual Property in a jurisdiction or
jurisdictions designated by the Company, and to assign to the Company or its
designee such Intellectual Property and all patent applications and patents
relating thereto.

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          (g)
The Executive and the Company agree that the Executive intends all original
works of authorship within the purview of the copyright laws of the United
States authored or created by the Executive in the course of the Executive’s
employment with the Company will be works for hire within the meaning of such
copyright law.

          (h)
Upon termination of the Executive’s employment, or at any time upon request of
the Company, the Executive will return to the Company all Confidential
Information and Intellectual Property, in any form, including but not limited to
letters, memoranda, reports, notes, notebooks, books of account, drawings,
prints, specifications, formulae, data printouts, microfilms, magnetic tapes,
disks, recordings, documents, and all copies thereof.

     6. Termination. The
Executive’s employment may be terminated during the Term of Employment only as
follows:

          (a)
Death. The Executive’s employment shall terminate upon the Executive’s
death.

          (b)
Disability. If, as a result of the Executive’s Disability (as defined
below), the Executive shall have been absent from the Executive’s duties
hereunder on a full-time basis for the entire period of six consecutive months,
and, within thirty days after written notice of termination is given by the
Company (which may occur before or after the end of such six-month period), the
Executive shall not have returned to the performance of the Executive’s duties
hereunder on full-time basis, the Executive’s employment shall terminate. For
purposes of this Agreement, the term “Disability” shall mean a physical
or mental illness, impairment or condition reasonably determined by the Board
that prevents the Executive from performing the duties of the Executive’s
position under this Agreement.

          (c)
For Cause. The Company may terminate the Executive’s employment for
Cause. For this purpose, “Cause” means the occurrence of any of the
following (i) the Executive’s continuous failure to substantially perform the
Executive’s duties hereunder (unless such failure is a result of a Disability as
defined in Section 6(b)), (ii) the Executive’s theft, dishonesty, breach of
fiduciary duty for personal profit or falsification of any documents of the
Company, (iii) the Executive’s material failure to abide by the applicable
code(s) of conduct or other policies (including, without limitation, policies
relating to confidentiality and reasonable workplace conduct) of the Company,
(iv) knowing or intentional misconduct by the Executive as a result of which the
Company is required to prepare an accounting restatement, (v) the Executive’s
unauthorized use, misappropriation, destruction or diversion of any tangible or
intangible asset or corporate opportunity of the Company (including, without
limitation, the Executive’s improper use or disclosure of confidential or
proprietary information of the Company), (vi) any intentional misconduct or
illegal or grossly negligent conduct by the Executive which is materially
injurious to the Company monetarily or otherwise, (vii) any material breach by
the Executive of the provisions of Section 9 [Certain Employment Obligations] of
this Agreement, or (viii) the Executive’s conviction (including any plea of
guilty or nolo contendere) of any criminal act involving fraud, dishonesty,
misappropriation or moral turpitude, or which materially impairs the Executive’s
ability to perform his or her duties with the Company. A termination for Cause
shall not take effect unless: (1) the Executive is given written notice by the
Company of its intention to terminate the Executive for Cause; (2) the notice
specifically identifies the particular act or acts or failure or failures to act
which are the basis for such termination; (3) the notice is given within sixty
(60) days of the Company’s learning of such act or acts or failure or failures
to act; and (4) only in the case of clause (i), (iii), (v), (vi) or (vii) of the
second sentence of this Section 6(c), the Executive fails to substantially cure
such breach, to the extent such cure is possible, within sixty (60) days after
the date that such written notice is given to the Executive.

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          (d)
Without Cause. The Company may terminate the Executive’s employment at
any time Without Cause. A termination “Without Cause” is a termination by
the Company of the Executive’s employment with the Company for any reasons other
than the death or Disability of the Executive or the termination by the Company
of the Executive for Cause as described in Section 6(c).

          (e)
Termination by the Executive for Good Reason. The Executive may terminate
the Executive’s employment with the Company for “Good Reason,” which
shall be deemed to occur if the Executive terminates the Executive’s employment
with the Company within sixty (60) days after written notice to the Company by
the Executive of the occurrence of one or more of the following conditions,
which condition(s) have not been cured within ten (10) 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. The Executive’s failure to give reasonably prompt written notice to the
Company of the occurrence of a condition constituting Good Reason or to
terminate employment for Good Reason within the 60-day period following the
Executive’s written notice of the occurrence of such condition shall waive the
Executive’s right to terminate employment for Good Reason based upon such
occurrence of such condition.

          (f)
Voluntary Termination. The Executive may voluntarily resign from the
Executive’s employment with the Company at any time (a “Voluntary
Termination”). A voluntary resignation from employment by the Executive for
Good Reason pursuant to Section 6(e) shall not be deemed a Voluntary
Termination.

          (g)
Non-Renewal Termination. If the Executive fails to request an extension of the Term of
Employment in accordance with Section 1(b) or if the Committee fails to approve
such request, this Agreement shall automatically expire at the end of the then
current Term of Employment (a “Non-Renewal
Termination”).

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     7. Notice and Effective Date of
Termination

          (a) Notice. Any termination of the Executive’s
employment by the Company or by the Executive during the Term of Employment
(other than as a result of the death of the Executive or a Non-Renewal
Termination described in Section 6(g)) shall be communicated by written notice
of termination to the other party hereto. Such notice shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under that provision.

          (b)
Date of Termination. The date of termination of the Executive’s
employment shall be:

               (i) if the Executive’s employment is terminated by the
Executive’s death, the date of the Executive’s death;

               (ii)
if the Executive’s employment is terminated due to Disability pursuant to
Section 6(b), the date of termination shall be the last to occur of the 31st day
following delivery of the notice of termination to the Executive by the Company
or the end of the consecutive six-month period referred to in Section
6(b).

               (iii)
if the Executive’s employment is terminated for any other reason by either
party, the date on which a notice of termination is delivered to the other
party; and

               (iv)
if the Agreement expires pursuant to a Non-Renewal Termination described in
Section 6(g), the parties’ employment relationship shall terminate on the last
day of the then current Term of Employment without any notice.

     8. Compensation and Benefits Upon
Termination.

          (a)
Termination Due To Disability, Without Cause or For Good Reason. If the
Executive’s employment terminates pursuant to Section 6(b) [Disability], Section
6(d) [Without Cause], or Section 6(e) [Termination by Executive for Good
Reason], then, subject to Section 22 [Compliance with Section 409A], in addition
to all salary, annual bonuses, expense reimbursements, benefits and accrued
vacation days earned by the Executive pursuant to Section 4 through the date of
the Executive’s termination of employment, the Executive shall be entitled to
the following, provided that within sixty (60) days following the Executive’s
termination of employment the Executive executes a general release of claims
against the Company and its subsidiaries, affiliates, stockholders, directors,
officers, employees, agents, successors and assigns in a form approved by the
Company (the “Release”) and the period for revocation, if any, of such
Release has expired without the Release having been revoked:

               (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.


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               (ii)
Bonus. The Company shall continue to pay to the Executive an annual bonus
through the remainder of the Term of Employment then in effect; provided,
however, that the amount of the annual bonus determined in accordance with this
Section 8(a)(ii) for the fiscal year of the Company in which such Term of
Employment ends shall be prorated on the basis of the number of days of such
Term of Employment occurring within such fiscal year. The amount of each annual
bonus payable pursuant to this Section 8(a)(ii), prior to any proration, shall
be equal to the greater of (A) the annual bonus earned by the Executive for the
most recent fiscal year of the Company ending prior to the date of the
Executive’s termination of employment or (B) the annual bonus that the Executive
would have earned under the Company’s bonus plan for the fiscal year of the
Company in which the Executive’s termination of employment occurs had the
Executive remained in its employment. However, in no case shall any such
post-termination annual bonus exceed the lesser of 100% of the Executive's
target bonus for the most recent fiscal year of the Company ending prior to the
date of the Executive's termination of employment or 100% of the Executive's
target bonus for the fiscal year of the Company in which the Executive's
termination of employment occurs. Such bonuses shall not be paid until due under
the applicable Company bonus plan.

               (iii)
Stock Options. Stock options granted to the Executive by the Company and
which remain outstanding immediately prior to the date of termination of the
Executive’s employment, as provided in Section 7(b), shall immediately become
vested in full upon such termination of employment.

               (iv)
Restricted Stock. Shares of restricted stock granted to the Executive by
the Company which have not become vested as of the date of termination of the
Executive’s employment, as provided in Section 7(b), shall immediately become
vested on a pro rata basis. The number of such additional shares of restricted
stock that shall become vested as of the date of the Executive’s termination of
employment shall be that number of additional shares that would have become
vested through the date of such termination of employment at the rate(s)
determined under the vesting schedule applicable to such shares had such vesting
schedule provided for the accrual of vesting on a daily basis (based on a 365
day year). The pro rata amount of shares vesting through the date of
termination/non-renewal shall be calculated by multiplying the number of
unvested shares scheduled to vest in each respective vesting year by the ratio
of (a) the number of days from the date of grant through the date of
termination/non-renewal, and the number of days from the date of grant through
the original vesting date of the respective vesting tranche. Any shares of
restricted stock remaining unvested after such pro rata acceleration of vesting
shall automatically be reacquired by the Company in accordance with the
provisions of the applicable restricted stock agreement, and the Executive shall
have no further rights in such unvested portion of the restricted
stock.

               (v)
Other Equity Awards. Except as set forth in Sections 8(a)(iii) and
8(a)(iv), performance share awards and all other equity awards granted to the
Executive by the Company which remain outstanding immediately prior to the date
of termination of the Executive’s employment, as provided in Section 7(b), shall
vest and be settled in accordance with their terms.


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     The
Company shall have no further obligations to the Executive as a result of
termination of employment described in this Section 8(a) except as set forth in
Section 12.

          (b)
Death, Termination for Cause or Voluntary Termination. If the Executive’s
employment terminates pursuant to Section 6(a) [Death], Section 6(c) [For Cause]
or Section 6(f) [Voluntary Termination], the Executive (or the Executive’s
designee or the Executive’s estate) shall be entitled to receive only the
salary, annual bonuses, expense reimbursements, benefits and accrued vacation
days earned by the Executive pursuant to Section 4 through the date of the
Executive’s termination of employment. The Executive shall not be entitled to
any bonus not paid prior to the date of the Executive’s termination of
employment, and the Executive shall not be entitled to any prorated bonus
payment for the year in which the Executive’s employment terminates. Any stock
options granted to the Executive by the Company shall continue to vest only
through the date on which the Executive’s employment terminates, and unless
otherwise provided by their terms, any restricted stock, performance share
awards or other equity awards that were granted to the Executive by the Company
that remain unvested as of the date on which the Executive’s employment
terminates shall automatically be forfeited and the Executive shall have no
further rights with respect to such awards. The Company shall have no further
obligations to the Executive as a result of termination of employment described
in this Section 8(b ) except as set forth in Section 12.

          (c)
Non-Renewal Termination. If the Agreement expires as set forth in Section
6(g) [Non-Renewal Termination], then, subject to Section 22 [Compliance with
Section 409A], in addition to all salary, annual bonuses, expense
reimbursements, benefits and accrued vacation days earned by the Executive
pursuant to Section 4 through the date of the Executive’s termination of
employment, the Executive shall be entitled to the following, provided that
within sixty (60) days following the Executive’s termination of employment the
Executive executes the Release and the period for revocation, if any, of such
Release has expired without the Release having been revoked:

               (i)
Bonus. The Company shall pay the Executive an annual bonus for the fiscal
year of the Company in which the date of the Executive’s termination of
employment occurs, which shall be prorated for the portion of such fiscal year
that the Executive is employed by the Company. The amount of such annual bonus,
prior to proration, shall be equal to the greater of (A) the annual bonus earned
by the Executive for the most recent fiscal year of the Company ending prior to
the date of the Executive’s termination of employment or (B) the annual bonus
that the Executive would have earned under the Company’s bonus plan for the
fiscal year of the Company in which the Executive’s termination of employment
occurs had the Executive remained in its employment. However, in no case shall
any such post-termination annual bonus exceed the lesser of 100% of the
Executive's target bonus for the most recent fiscal year of the Company ending
prior to the date of the Executive's termination of employment or 100% of the
Executive's target bonus for the fiscal year of the Company in which the
Executive's termination of employment occurs. Such bonus shall not be paid until
due under the applicable Company bonus plan.

               (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.


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               (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 (a) the number of days from the date of grant through the date of
termination/non-renewal, and the number of days from the date of grant through
the original vesting date of the respective vesting tranche. Any shares of
restricted stock remaining unvested after such pro rata acceleration of vesting
shall automatically be reacquired by the Company in accordance with the
provisions of the applicable restricted stock agreement, and the Executive shall
have no further rights in such unvested portion of the restricted
stock.

               (iv)
Other Equity Awards. Except as set forth in Sections 8(c)(ii) and
8(c)(iii), performance share awards and all other equity awards granted to the
Executive by the Company which remain outstanding immediately prior to the date
of termination of the Executive’s employment, as provided in Section 7(b), shall
vest and be settled in accordance with their terms.

     The
Company shall have no further obligations to the Executive as a result of
termination of employment described in this Section 8(c) except as set forth in
Section 12.

          (d)
Special Change in Control Provisions.

               (i)
Change in Control Benefits.

                    (1)
Without Regard to Termination of Employment. In the event of a Change in
Control (as defined below), all shares of restricted stock granted to the
Executive by the Company shall become vested in full immediately prior to the
consummation of such Change in Control, and, subject to Section 22 [Compliance
with Section 409A], the Executive shall be entitled to receive an additional
salary equal to Forty One Thousand Six Hundred Seventy Dollars ($41,670)
per month for a period of two (2) years following the Change in Control unless
and until the Voluntary Termination (as defined in Section 6(f)) of the
Executive’s employment or the termination for Cause (as defined in Section 6(c))
of the Executive’s employment. Except as set forth in this Section 8(d)(i)(1) or
Section 8(d)(i)(2) below, the treatment of stock options, performance share
awards and all other equity awards granted to the Executive by the Company which
remain outstanding immediately prior to the date of such Change in Control shall
be determined in accordance with their terms.


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                    (2)
Upon Certain Termination of Employment. In addition to the payments and
benefits provided by Section 8(d)(i)(1) above, if the Executive’s employment is
terminated either by the Company Without Cause (as defined in Section 6(d)) or
by the Executive for Good Reason (as defined in Section 6(e)), in either case
within a period commencing one (1) month prior to and ending twelve (12) months
following a Change in Control, then, subject to Section 22 [Compliance with
Section 409A], the Executive shall be entitled to the following (in addition to
any other payments or benefits provided under this Agreement), provided that
within sixty (60) days following the Executive’s termination of employment the
Executive executes the Release and the period for revocation, if any, of such
Release has expired without the Release having been revoked:

                         a.
Salary. The salary that shall be payable to the Executive under Section
8(a)(i) shall be paid for the greater of (i) the remainder of the Term of
Employment then in effect or (ii) a period of two (2) years commencing on the
date of the Executive’s termination of employment.

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

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

                         d.
Estate Planning. The Executive shall be entitled to reimbursement of the
Executive’s estate planning expenses (including attorneys’ fees) on the same
basis, if any, as to which the Executive was entitled to such reimbursements
immediately prior to such termination of employment for the greater of (i) the
remainder of the Term of Employment then in effect or (ii) a period of two (2)
years commencing on the date of termination of employment.

               (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).

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

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

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     9.
Certain Employment Obligations.

          (a) Employee Acknowledgement. The Company and the
Executive acknowledge that (i) the Company has a special interest in and derives
significant benefit from the unique skills and experience of the Executive; (ii)
as a result of the Executive’s service with the Company, the Executive will use
and have access to some of the Company’s proprietary and valuable Confidential
Information during the course of the Executive’s
employment; (iii) the Confidential Information has been developed and created by
the Company at substantial expense and constitutes valuable proprietary assets
of the Company, and the Company will suffer substantial damage and irreparable
harm which will be difficult to compute if, during the term of the Executive’s
employment or thereafter, the Executive should disclose or improperly use such
Confidential Information in violation of the provisions of this Agreement; (iv)
the Company will suffer substantial damage and irreparable harm which will be
difficult to compute if the Executive competes with the company in violation of
this Agreement; (v) the Company will suffer substantial damage which will be
difficult to compute if, the Executive solicits or interferes with the Company’s
employees, clients, or customers; (vi) the provisions of this Agreement are
reasonable and necessary for the protection of the business of the Company; and
(vii) the provisions of this Agreement will not preclude the Executive from
obtaining other gainful employment or service.

          (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.

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     For
purposes of this Agreement, a Competing Business shall mean any of the
following: (1) any business that is in whole or in substantial part competitive
with the business of the Company then being conducted or under consideration,
(2) any off-price retailer or retailer of discount merchandise, including
without limitation, Burlington Coat Factory Warehouse Corporation, Federated
Department Stores, Inc., TJX Companies Inc., Retail Ventures Inc., Kohl’s
Corporation, Stein Mart, Inc., and (3) any affiliates, subsidiaries or
successors of businesses identified above.

               (ii)
The foregoing restrictions in Section 9(b)(i) shall have no force or effect in
the event that: (i) the Executive’s employment with the Company is terminated
either by the Company pursuant to Section 6(d)[Without Cause] or by the
Executive pursuant to Section 6(e) [Termination by the Executive for Good
Reason]; or (ii) the Company fails to approve or grant an extension of this
Agreement in accordance with Section 1 hereof.

               (iii)
Section 9(b)(i) shall not prohibit the Executive from making any investment of
1% or less of the equity securities of any publicly-traded corporation which is
considered to be a Competing Business.

          (c)
Non-Solicitation of Employees. During the Term of Employment and for a
period of 24 months following the Executive’s termination of that employment
with the Company, the Executive shall not, without the written permission of the
Company or an affected affiliate, directly or indirectly (i) solicit, employ or
retain, or have or cause any other person or entity to solicit, employ or
retain, any person who is employed by the Company or was employed by the Company
during the 6-month period prior to such solicitation, employment, or retainer,
(ii) encourage any such person not to devote his or her full business time to
the Company, or (iii) agree to hire or employ any such person.

          (d)
Non-Solicitation of Third Parties. During the Term of Employment and for
a period of 24 months following the Executive’s termination of employment with
the Company, the Executive shall not directly or indirectly solicit or otherwise
influence any entity with a business arrangement with the Company, including,
without limitation, customers, 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.

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     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.


          (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.


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          (d) For the purposes of this Section, the “Forfeiture Period” shall be the period ending on the Breach Determination Date and beginning on the earlier of (A) the date six months prior to the Breach Determination Date or (B) the business day immediately preceding the date of the Executive’s termination of employment with the Company.


          (e) The Company shall have the right (but not the obligation) to deduct from any amounts payable from time to time to the Executive by the Company pursuant to this Agreement or otherwise (including wages or other compensation, vacation pay or other benefits, and any other amounts owed to the Executive by the Company) any and all amounts the Executive is required to pay to the Company pursuant to this Section. The Executive agrees to pay to the Company immediately upon the Breach Determination Date the amount payable by the Executive to the Company pursuant to this Section which the Company has not recovered by means of such deductions.


          (f) The Executive acknowledges that money will not adequately compensate the Company for the substantial damages that will arise upon the breach or threatened breach of Sections 5 or 9 of this Agreement and that the Company will not have any adequate remedy at law. For this reason, such breach or threatened breach will not be subject to the arbitration clause in Section 19; rather, the Company will be entitled, in addition to other rights and remedies, to specific performance, injunctive relief, and other equitable relief to prevent or restrain such breach or threatened breach. The Company may obtain such relief from (1) any court of competent jurisdiction, (2) an arbitrator pursuant to Section 19 hereof, or (3) a combination of the two (e.g., by simultaneously seeking arbitration under Section 19 and a temporary injunction
from a court pending the outcome of the arbitration). It shall be the Company’s sole and exclusive right to elect which approach to use to vindicate its rights. The Executive further agrees that in the event of a breach or threatened breach, the Company shall be entitled to obtain an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach, without posting a bond or having to prove irreparable harm or damages, and to obtain all costs and expenses, including reasonable attorneys’ fees and costs. In addition, the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants in this Agreement.


     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. 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.


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     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: 	       	John G. Call 
		 	Senior Vice President, Chief
      Financial Officer
      
			Ross Stores, Inc. 
			4440 Rosewood Drive  
			Pleasanton, CA
      94588 

	   
	   
	   
	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.

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     16. Governing Law - Severability. The validity, interpretation, construction, performance, and enforcement of this Agreement shall be governed by the laws of the state in which the Executive’s principle place of employment described in Section 3 is located without reference to that state’s choice of law rules. If any provision of this Agreement shall be held or deemed to be invalid, illegal, or unenforceable in any jurisdiction, for any reason, the invalidity of that provision shall not have the effect of rendering the provision in question unenforceable in any other jurisdiction or in any other case or of rendering any other provisions herein unenforceable, but the invalid provision shall be substituted with a valid provision which most closely approximates the intent and the economic effect of the invalid provision
and which would be enforceable to the maximum extent permitted in such jurisdiction or in such case.


     17. Mitigation Not Required. In the event the Executive’s employment with the Company terminates for any reason, the Executive shall not be obligated to seek other employment following such termination. However, any amounts due the Executive under Sections 8(a)(i); 8(a)(ii); 8(d)(i)(2)(a),(b),(c) or (d); and/or any additional salary provided under Section 8(d)(i)(1) of this Agreement shall be offset by any cash remuneration, health care coverage and/or estate planning reimbursements attributable to any subsequent employment that the Executive may obtain during the period of payment of compensation under this Agreement following the termination of the Executive’s employment with the Company.


     18. 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.


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     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.


     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 Section 409A.


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          (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 “Specified Employee”), then any payments and benefits constituting Section 409A Deferred Compensation to be paid or provided pursuant to Section 8 upon the Separation from Service of the Executive shall be paid or provided commencing on the later of (i) the date that is six (6) months after the date of such Separation from Service or, if earlier, the date of death of the Executive (in either case, the “Delayed Payment Date”), or (ii) the date or dates on which such Section 409A Deferred Compensation would otherwise be paid or provided in accordance with Section
8. All such amounts that would, but for this Section 22(b), become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.


          (c) Health Care and Estate Planning Benefits. In the event that all or any of the health care or estate planning benefits to be provided pursuant to Sections 8(d)(i)(2)(c) or 8(d)(i)(2)(d) as a result of a Participant’s Separation from Service constitute Section 409A Deferred Compensation, the Company shall provide for such benefits constituting Section 409A Deferred Compensation in a manner that complies with Section 409A. To the extent necessary to comply with Section 409A, the Company shall determine the health care premium cost necessary to provide such benefits constituting Section 409A Deferred Compensation for the applicable coverage period and shall pay such premium cost which becomes due and payable during the applicable coverage period on the applicable due date for such premiums;
provided, however, that if the Executive is a Specified Employee, the Company shall not pay any such premium cost until the Delayed Payment Date. If the Company’s payment pursuant to the previous sentence is subject to a Delayed Payment Date, the Executive shall pay the premium cost otherwise payable by the Company prior to the Delayed Payment Date, and on the Delayed Payment Date the Company shall reimburse the Executive for such Company premium cost paid by the Executive and shall pay the balance of the Company’s premium cost necessary to provide such benefit coverage for the remainder of the applicable coverage period as and when it becomes due and payable over the applicable period.


          (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).


46









          (e) Rights of the Company; Release of Liability. It is the mutual intention of the Executive and the Company that the provision of all payments and benefits pursuant to this Agreement be made in compliance with the requirements of Section 409A. To the extent that the provision of any such payment or benefit pursuant to the terms and conditions of this Agreement would fail to comply with the applicable requirements of Section 409A, the Company may, in its sole and absolute discretion and without the consent of the Executive, make such modifications to the timing or manner of providing such payment and/or benefit to the extent it determines necessary or advisable to comply with the requirements of Section 409A; provided, however, that the Company shall not be obligated to make any such modifications. Any such modifications made by the Company shall,
to the maximum extent permitted in compliance with the requirements of Section 409A, preserve the aggregate monetary face value of such payments and/or benefits provided by this Agreement in the absence of such modification; provided, however, that the Company shall in no event be obligated to pay any interest or other compensation in respect of any delay in the provision of such payments or benefits in order to comply with the requirements of Section 409A. The Executive acknowledges that (i) the provisions of this Section 22 may result in a delay in the time at which payments would otherwise be made pursuant to this Agreement and (ii) the Company is authorized to amend the this Agreement, to void or amend any election made by the Executive under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A (including any transition or
grandfather rules thereunder) without prior notice to or consent of the Executive. The Executive hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Executive as a result of the application of Code Section 409A.


     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.


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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 		John G. Call 
	Vice Chairman, President and Chief 		Senior Vice President, 
	Executive Officer 		Chief Financial Officer 



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