8-KMaterial Agreements

ROSS STORES, INC. 8-K Report, Material Agreement (May 5, 2006)

Filed May 5, 2006For Securities:ROST

Summary

This 8-K filing by Ross Stores, Inc. (ROST) details a material amendment to the employment agreement of Barbara Levy, Executive Vice President of Merchandising. Effective May 1, 2006, the agreement outlines Ms. Levy's transition from her current role to a consulting capacity upon retirement. The company is providing specific compensation, bonus eligibility, and extended benefits to ensure a smooth transition and retain her expertise for a limited period.

Key Highlights

  • 1Amendment to employment agreement for EVP of Merchandising, Barbara Levy, effective May 1, 2006.
  • 2Ms. Levy will retire from her current executive position by a date determined by the CEO, no later than August 1, 2007.
  • 3Following retirement, Ms. Levy will serve as an independent contractor consultant for up to 12 months, working up to two days per week.
  • 4Ms. Levy will continue to receive her full salary ($600,000 annually) during her employment and the consulting period.
  • 5Eligibility for a full bonus in fiscal year 2006 and a pro-rata or full bonus in fiscal year 2007, depending on her retirement date.
  • 6Existing stock options will continue to vest and remain exercisable; restricted stock awards have specific vesting dates extended or tied to retirement.
  • 7Extended benefits include 60 months of paid healthcare coverage post-retirement, a lump sum for life insurance premiums, and $15,000 for estate/financial planning services.

Frequently Asked Questions

The main purpose of this filing is to announce an amendment to the employment agreement of Barbara Levy, Executive Vice President of Merchandising. This amendment outlines the terms of her retirement and subsequent transition into a consulting role for Ross Stores, Inc.

Ms. Levy will continue to receive her current salary of at least $600,000 per year throughout her employment and the subsequent consulting period. She is also eligible for bonuses for fiscal year 2006 and fiscal year 2007, with the latter being prorated if she retires before August 1, 2007. Her stock options and restricted stock awards have adjusted vesting schedules.

Upon retirement, Ms. Levy will receive 60 months of paid healthcare coverage for herself and eligible dependents. Additionally, the company will provide a lump sum payment for one year's life insurance premium and $15,000 for estate and financial planning services. She will also retain her employee discount.

Ms. Levy is expected to retire by a date determined by the CEO, no later than August 1, 2007, or 150 days after her replacement starts, whichever is sooner. After retiring from her executive position, she will serve as an independent contractor consultant for up to 12 months, working a maximum of two days per week as requested by the company.