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EXHIBIT 10.42
RETIREMENT BENEFIT PACKAGE AGREEMENT
This Retirement Benefit Package Agreement (the "Retirement
Agreement") is made and entered into, effective as of February 1, 2000
("Effective Date"), by and between Ross Stores, Inc. ("Ross") and Norman A.
Ferber ("Ferber"). 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.
1. CONTINUED BENEFITS.
1.1 BENEFIT PLANS.
(a) Until the death of both Ferber and his spouse,
Ferber and his Immediate Family (defined as Ferber, Ferber's spouse and
Ferber's children under the age of twenty one and children twenty one or
older if living at home or at college) shall be entitled to continue to
participate (at no cost to them) in the following Ross employee benefit
plans, in effect on the date hereof, in which Ferber now participates:
executive medical, dental, vision and mental health insurance; life
insurance; accidental death and dismemberment insurance; travel insurance;
and group excess personal liability. Ross shall not make any changes in such
plans or arrangements that would adversely affect Ferber's rights or benefits
thereunder, unless such change occurs pursuant to a program applicable to all
senior executives of Ross, including Ross' Chief Executive Officer, and does
not result in a proportionately greater reduction in the rights of, or
benefits to, Ferber as compared with any other senior executive of Ross.
Ferber shall be entitled to participate in or receive benefits under any
employee benefit plan or arrangement made available by Ross in the future to
its executives and key management employees, subject to, and on a basis
consistent with, the terms, conditions and overall administration of such
plans and arrangements.
(b) Ross shall provide all benefits described in this
section at no cost to Ferber and his Immediate Family and shall reimburse
Ferber and his Immediate Family for any and all taxes associated with
Ferber's continued receipt of such benefits, including taxes based on any
cash payment paid to them as reimbursement for such taxes.
(c) If for any reason, Ferber becomes ineligible to
participate in any of Ross' employee benefit plans provided for in this
section, Ross shall reimburse Ferber for the cost of continuing these
benefits, including all taxes associated with such and taxes based on any
cash payment paid to Ferber as reimbursement for such taxes.
1.2 DISCOUNT CARDS. Until Ferber's death, Ferber and all
members of his Immediate Family shall be entitled to Ross discount cards.
1.3 ESTATE PLANNING. Until Ferber's death, Ferber shall be
reimbursed by Ross, or any successor to Ross, on an annual basis, for any
estate planning fees or expenses actually incurred by Ferber, up to a maximum
annual reimbursement equal to that provided to the Chief
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Executive Officer of Ross, or any successor to Ross, but in no event less
than $10,000. Ross shall also reimburse Ferber for all federal and state
income taxes that may be payable by him as a result of the foregoing
reimbursement.
2. SECRETARY. Ross agrees to provide Ferber with a full-time
secretary for so long as Ferber serves as a member of Ross' Board of
Directors, including the services of his present secretary for so long as she
is able and willing to serve.
3. CHANGE OF CONTROL. For purposes of this Retirement Agreement,
in the event of a Change of Control, "Ross" shall include any other entity
that is a successor to Ross and the provisions of this section shall continue
to be binding on and shall be performed by such successor, if any, for the
benefit of Ferber and his heirs and successors. Further, in the event of any
such Change of Control, the "senior executives" referred to in section 1 of
this Retirement Agreement shall mean the senior executives who are members of
the successor entity's executive committee, or equivalent; or if there is no
such committee, who hold the most senior rank in the successor entity. For
purposes of this Retirement Agreement, Change of Control should be deemed to
have occurred if:
(a) 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, in or a series of transactions,
whether through sale of stock or merger, ownership of stock of Ross that
possesses more than 30% of the total fair market value or total voting power
of the stock of Ross or any successor to Ross; or
(b) A merger in which Ross is a party, after which
merger the stockholders of Ross do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of the
surviving company; or
(c) The sale, exchange, or transfer of all or
substantially all of Ross' assets (other than a sale, exchange, or transfer
to one or more corporations where the stockholders of Ross 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).
4. GENERAL PROVISIONS.
4.1 AMENDMENT; MODIFICATION. This Retirement Agreement may
be amended or modified only with the written consent of Ferber and the Board
of Directors of Ross, or its designated representative. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever
4.2 SUCCESSORS AND ASSIGNS. This Retirement Agreement and
all rights of Ferber hereunder shall inure to the benefit of and be
enforceable by Ferber's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. In
addition, the promises and obligations contained herein will be binding on
the successors and assigns of Ross.
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4.3 ENTIRE AGREEMENT. This Retirement Agreement constitutes
the entire agreement between the parties relating to this subject matter and
supersedes all prior or contemporaneous oral or written agreements concerning
such subject matter, including the relevant terms from the parties' prior
Amended and Restated Employment Agreement and its subsequent amendments.
4.4 NOTICE. For the purposes of this Retirement Agreement,
notices, demands and all other communications provided for in the Retirement
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 Ferber: Norman A. Ferber
459 Hamilton Avenue
Palo Alto, CA 94301
If to Ross: Ross Stores, Inc.
8333 Central Avenue
Newark, CA 94560-3433
Attention: Corporate Secretary
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.
4.5 ARBITRATION. In the event of any dispute or claim
relating to or arising out of this Retirement Agreement, all such disputes
shall be fully, finally and exclusively resolved by binding arbitration
conducted by the American Arbitration Association in Alameda County,
California.
4.6 ATTORNEY'S FEES. Ross agrees to pay for Ferber's
reasonable attorney's fees incurred in the negotiation of terms of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates shown below.
ROSS STORES, INC. NORMAN A. FERBER
By: /s/ Michael Balmuth By: Norman A. Ferber
Name: Michael Balmuth Date: 5/8/00
Title: Vice Chairman & CEO
Date: 5/22/00
