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FIRST AMENDMENT TO THE EMPLOYMENT
AGREEMENT
THE FIRST AMENDMENT TO THE
EMPLOYMENT AGREEMENT (the
“Amendment”) is made and effective the 31st day of
December 2008, by Ross Stores, Inc. (the “Company”) and
Michael O’Sullivan (the “Executive”). The
Executive and the Company previously entered into an Employment
Agreement (the “Agreement”) effective March 22, 2007
(attached hereto) and it is now the intention of the Executive and
the Company to amend the Agreement as set forth below. Accordingly,
the Executive and the Company now enter into this First
Amendment.
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The Executive and the Company hereby amend the
Agreement by deleting Paragraph 6(e) in its entirety and replacing
it with the following new Paragraph 6(e):
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6(e). Termination by the Executive for Good
Reason . The Executive
may terminate the Executive’s employment with the Company for
“ Good Reason ,” which shall be deemed to occur
if the Executive terminates the Executive’s employment with
the Company within sixty (60) days after written notice to the
Company by the Executive of the occurrence of one or more of the
following conditions, which condition(s) have not been cured within
thirty (30) business days after the Company’s receipt of such
written notice: (1) a failure by the Company to comply with any
material provision of this Agreement (including but not limited to
the reduction of the Executive’s salary or the target annual
bonus opportunity set forth in Section 4(b)), (2) a significant
diminishment in the nature or scope of the authority, power,
function or duty attached to the position which the Executive
currently maintains without the express written consent of the
Executive, or (3) the relocation of the Executive’s Principal
Place of Employment as described in Section 3 to a location that
increases the regular one-way commute distance between the
Executive’s residence and Principal Place of Employment by
more than 25 miles without the Executive’s prior written
consent. In order to constitute a termination of employment for
Good Reason, such termination must occur within two (2) years
following the initial existence of any of the conditions set forth
in this Section 6(e), the Executive must provide written notice to
the Company of the existence of the condition giving rise to the
Good R
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