0001206774-11-002035 Sample Contracts

ROSS STORES, INC. NOTICE OF GRANT OF PERFORMANCE SHARES
Performance Share Agreement • September 7th, 2011 • 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:

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SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • September 7th, 2011 • Ross Stores Inc • Retail-family clothing stores

THE SIXTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Sixth Amendment”) is made and entered effective as of the 1st day of June, 2011, 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; a Fourth Amendment to the Employment Agreement effective June 9, 2009; and a Fifth Amendment to the Employment Agreement effective April 23, 2010 (the original Agreement; First Amendment to the Employment Agreement; Second Amendment to the Employment Agreement; Third Amendment to the Employment Agreement; Fourth Amendment to the Employment Agreement, and Fifth Amendment to the Employment Agreement are attached and collectively referred to herein as the “Agreement”),

ROSS STORES, INC. NOTICE OF GRANT OF PERFORMANCE SHARES
Performance Share Agreement • September 7th, 2011 • 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:

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