0001206774-10-001420 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 9th, 2010 • Ross Stores Inc • Retail-family clothing stores

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective __________, (the “Effective Date”) by and between Ross Stores, Inc. (the “Company”), a Delaware corporation, and ______________ (the “Executive”).

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ROSS STORES, INC. NOTICE OF GRANT OF PERFORMANCE SHARES
Performance Share Agreement • June 9th, 2010 • Ross Stores Inc • Retail-family clothing stores • California

The Participant has been granted an award of Performance Shares (the “Award”) pursuant to the Ross Stores, Inc. 2008 Equity Incentive Plan (the “Plan”) and the Performance Share Agreement attached hereto (the “Agreement”), as follows:

FIFTH AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • June 9th, 2010 • Ross Stores Inc • Retail-family clothing stores

THE FIFTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Fifth Amendment”) is made and entered effective the 23 day of April, 2010, by Ross Stores, Inc. (the “Company”) and Michael Balmuth (the “Executive”). The Executive and the Company previously entered into an Employment Agreement effective May 31, 2001; a First Amendment to the Employment Agreement effective January 30, 2003; a Second Amendment to the Employment Agreement effective May 18, 2005; a Third Amendment to the Employment Agreement effective April 6, 2007; and a Fourth Amendment to the Employment Agreement effective June 9, 2009 (the original Agreement; First Amendment to the Employment Agreement; Second Amendment to the Employment Agreement; Third Amendment to the Employment Agreement; and Fourth Amendment to the Employment Agreement are attached and collectively referred to herein as the “Agreement”), and it is now the intention of the Executive and the Company to further amend the Agreement as set forth below. Accordingly

AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • June 9th, 2010 • Ross Stores Inc • Retail-family clothing stores • New York

This Amendment No. 1 (the “Amendment”) dated as of July 28, 2006, is by and among ROSS STORES, INC. (the “Borrower”), Bank of America, N.A. (“Bank of America”) and each of the other lending institutions listed on Schedule 1 hereto on the date hereof (each such lending institution a “Bank” and collectively, the “Banks”), Bank of America, N.A., as administrative agent for itself and each other Bank (the “Administrative Agent”), and Banc of America Securities LLC and Wachovia Capital Markets LLC (together, the “Arrangers”).

AMENDED AND RESTATED RETIREMENT BENEFIT PACKAGE AGREEMENT
Retirement Benefit Package Agreement • June 9th, 2010 • Ross Stores Inc • Retail-family clothing stores

This Amended and Restated Retirement Benefit Package Agreement (the “Retirement Agreement”) made and entered into on January 6, 2010 by and between Ross Stores, Inc. (“Ross”) and Norman A. Ferber (“Ferber”), amends and restates the Retirement Benefit Package Agreement entered into by Ross and Ferber effective as of February 1, 2000, as amended on May 31, 2001 (the “Prior Agreement”). In recognition of Ferber’s past valued services as Ross’ Chief Executive Officer, Ross desires to give Ferber the following “Retirement Benefit Package.” The retirement benefits provided under this Retirement Agreement shall be payable without regard to the provision of any additional services by Ferber.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ROSS STORES, INC. Dated as of March 31, 2004 FLEET NATIONAL BANK AND OTHER LENDING INSTITUTIONS WHICH MAY BECOME PARTIES TO THIS AGREEMENT AND FLEET NATIONAL BANK, as Administrative Agent WACHOVIA BANK,...
Revolving Credit Agreement • June 9th, 2010 • Ross Stores Inc • Retail-family clothing stores • New York

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of March 31, 2004, by and among ROSS STORES, INC., a Delaware corporation having its principal place of business and chief executive office at 8333 Central Avenue, Newark, California 94560 (the “Borrower”), Fleet National Bank (“Fleet”), a national banking association organized and existing under the laws of the United States of America and having its head office at 100 Federal Street, Boston, Massachusetts 02110, each of the other lending institutions listed on Schedule 1 hereto on the date hereof (Fleet and each such other lending institution, and the other lending institutions which may become parties hereto pursuant to Section 9.10, individually, a “Bank” and collectively, the “Banks”), and Fleet, as administrative agent for itself and each other Bank. This Agreement amends and restates the Revolving Credit Agreement dated as of August 23, 2001 among the Borrower, Fleet and the Banks defined therein.

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