ROSS STORES INC

The rights to payments and benefits upon termination of employment under the executive employment agreements existing in fiscal 2023, described in the table above, depend upon the circumstances of an NEO’s termination. These circumstances are defined in each NEO’s employment agreement, and include the following:

•Termination without Cause: We will have terminated an NEO without cause if we terminate the NEO’s employment for any reason other than “cause” under the specific definitions provided in their individual agreement (as described below), and other than because of the NEO’s disability or death.

•Termination for Cause: “Cause” means the occurrence of any of the following: (i) the NEO’s repeated failure to substantially perform the NEO’s duties (unless such failure is a result of a disability); (ii) the NEO’s theft, dishonesty, breach of fiduciary duty for personal profit, or falsification of any documents of the Company; (iii) the NEO’s material failure to abide by the applicable code(s) of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct) of the Company; (iv) knowing or intentional misconduct by the NEO as a result of which the Company is required to prepare an accounting restatement; (v) the NEO’s unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the NEO’s improper use or disclosure of confidential or proprietary information of the Company); (vi) any intentional misconduct or illegal or grossly negligent conduct by the NEO which is materially injurious to the Company monetarily or otherwise; (vii) any material breach by the NEO of the provisions of Section 9 [Certain Employment Obligations] of their agreement; or (viii) the NEO’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral turpitude, or which materially impairs the NEO’s ability to perform their duties with the Company. A termination for cause will not take effect unless: (1) the NEO is given written notice by the Company of its intention to terminate the NEO for cause; (2) the notice specifically identifies the particular act or acts or failure or failures to act which are the basis for such termination; and (3) where practicable, the notice is given within sixty (60) days of the Company’s learning of such act or acts or failure or failures to act.

•Termination for Good Reason: An NEO may resign for “good reason” within sixty days after providing written notice to the Company of any of the following events, if the Company does not cure after such notice: (1) the Company’s failure to comply with any material provision of the NEO’s employment agreement (including but not limited to any reduction of the NEO’s salary or the target annual cash incentive bonus); (2) a significant diminishment in the nature or scope of the authority, power, function, or duties attached to the NEO’s then-current position without the NEO’s written consent (provided that the NEO’s employment may be transferred, assigned, or re-assigned to the Company or a division, affiliate or subsidiary thereof; the NEO’s division, affiliate or subsidiary may be reorganized; and the NEO’s direct reports or the person or title to whom the NEO reports may be changed; and no such transfer, assignment, re-assignment, reorganization or change shall constitute “good reason”); or (3) a relocation of the NEO’s principal place of employment by more than 25 miles, without the NEO’s written consent.

•Termination Due to Disability: An NEO’s employment may be terminated due to disability if the NEO is absent from their duties on a full-time basis for the entire period of six months as a result of a physical or mental impairment.

•Termination upon Non-Renewal of Employment Agreement: Each NEO’s existing employment agreement provides for an initial term, subject to one or more extensions for additional consecutive terms. However, an NEO’s employment agreement will expire at the end of its then current term, unless the Company delivers an extension notice at least 180 days prior to the expiration of the term.

•Voluntary Resignation: An NEO’s employment terminates as a result of voluntary resignation if the NEO resigns for any reason other than “good reason” or disability.

In addition to payments and benefits resulting from the employment termination circumstances described above, each NEO’s employment agreement provides for certain payments and benefits in connection with a change in control of the Company. Under the NEO employment agreements existing in fiscal 2023, these payments and benefits had a “double-trigger” condition as follows:

•Termination without Cause or for Good Reason following Change in Control: NEO employment agreements provide that a “change in control” of the Company occurs if: (1) any person or group acquires more than 35% of the total voting power of the Company’s stock during a 12-month period; (2) the Company is a party to a merger in which any person or group acquires more than 50% of the total voting power of the Company’s stock; (3) there is a sale, exchange or transfer of all or substantially all of the Company’s assets; or (4) there is a complete liquidation or dissolution of the Company. The additional payments and benefits are provided if, during the period beginning one month prior to and ending twelve months following a change in control, the NEO’s employment is terminated without cause or the NEO resigns for good reason.

Employment Agreements with Ms. Rentler, Mr. Orvos, Mr. Hartshorn, and Mr. Brinkley

During fiscal 2023, our agreements with Ms. Rentler, Mr. Orvos, Mr. Hartshorn, and Mr. Brinkley provided that if the NEO’s employment is terminated due to disability, without cause, or if they resign for good reason, the NEO would be entitled to continued payment of their then current salary through the remaining term of the employment agreement. The NEO would also be entitled to continued payment of an annual cash incentive bonus through the remainder of the agreement term, prorated for the final year of the agreement term, with the annual cash incentive bonus amount based on the annual cash incentive bonus that would have been earned had the NEO not been terminated, but in any case, prior to proration, not to exceed 100% of their target annual cash incentive bonus. Restricted stock would immediately vest on a prorated basis, based on time employed. Unsettled performance shares would be based on actual performance against target, capped at 100% of target and then prorated based on time employed during the performance period. Settled but unvested performance shares would accelerate as of the termination date. Other equity awards would continue to vest in accordance with their terms through the termination date. Repayment/re-acquisition rights by the Company as to prior dividends on unvested restricted stock would be waived.

If the NEO’s employment agreement expires as a result of its non-renewal, they would be entitled to any compensation and benefits earned through the date of expiration. In addition, the NEO would be entitled to receive an annual cash incentive bonus for the year of termination, prorated for the portion of the annual cash incentive bonus year elapsing prior to termination of employment, based on the annual cash incentive bonus that would have been earned had the NEO not been terminated, but in any case, prior to proration, not to exceed 100% of their target annual cash incentive bonus. Restricted stock would immediately vest on a prorated basis, based on time employed. Performance shares earned would be based on actual performance against target, capped at 100% of target and then prorated based on time employed during the performance period. Settled but unvested performance shares would accelerate as of the termination date. Other equity awards would continue to vest in accordance with their terms through the termination date. Repayment/re-acquisition rights by the Company as to prior dividends on unvested restricted stock would be waived.

If the NEO is terminated for cause or resigns voluntarily other than for good reason, they would be entitled to payment of salary through the termination date and any annual cash incentive bonus that was fully earned prior to the termination date. Unvested restricted stock and performance shares would be forfeited on termination.

If the NEO dies, they would be entitled to payment of salary through the termination date, and a prorated annual cash incentive bonus, capped at 100% of the NEO’s target prior to proration. Restricted stock grants would accelerate, provided that the executive had continued in service for at least one year after the date of grant. Payout of unsettled performance share awards would be based on actual performance against target, capped at 100% of target and prorated for the period employed during the performance period; settled but unvested performance share awards would accelerate as of date of death.

If within a period beginning one month prior to and ending one year following a change in control of the Company, the NEO’s employment is terminated either by the Company without cause or due to resignation for good reason, the NEO would be entitled to a cash payment equal to 2.99 times the sum of their then current salary and target annual cash incentive bonus. In addition, the NEO would be entitled to continuation of health care coverage at the Company’s expense and reimbursement of estate planning expenses for the remainder of the term of their employment agreement (except for Ms. Rentler as described below).

Each NEO’s employment agreement provides that if they become subject to any excise tax imposed by Section 4999 of the Internal Revenue Code on “excess parachute payments” as a result of any payments and benefits the NEO receives under their employment agreement or any other Company plan or agreement upon a change of control, then the Company will pay the NEO an amount that places the NEO in the best after-tax position. The Company does not provide the NEO with a “gross-up” payment.

Additionally, pursuant to Ms. Rentler’s employment agreement, she and her spouse are entitled to a continuation of certain benefits provided that she is not terminated prior to her contract end date “For Cause” or due to a “Voluntary Termination.” These benefits include the continued participation at no cost in the following Company employee benefit plans and arrangements: executive medical, executive dental and executive vision insurance; provided, however, that Medicare will be the primary insurance coverage. The continuation of these benefits is extended until the respective deaths of Ms. Rentler and her spouse. Ms. Rentler and her spouse are also entitled to claims administration support at no cost with respect to these benefits. In the event of a change of control of the Company, Ms. Rentler is also entitled to the continuation of these benefits. In the event that, following termination of employment, this health care coverage may no longer be extended to Ms. Rentler (a) due to the terms of the Company’s health care plans; (b) under applicable law; or (c) because such coverage is no longer available, the Company will purchase and maintain a health insurance policy or policies, or otherwise provide coverage, for her and her spouse.

Ms. Rentler is also entitled to a cash retention bonus in the amount of nine hundred thousand dollars ($900,000), which will vest and be paid on the earlier of (i) March 31, 2025, provided that she is employed by the Company through that date or (ii) the date she is terminated other than “For Cause” or due to a “Voluntary Termination.”