Executive fully understands the final and binding effect of the Agreement Contract Clauses (21)

Executive fully understands the final and binding effect of the Agreement. Executive acknowledges that he or she signs this Agreement voluntarily of his or her own free will. The parties hereto knowingly and voluntarily executed this Agreement as of the date set forth below: Dated: _______________________ By:_________________________ Dated: _______________________ By:_________________________ROSS STORES, INC. and its Subsidiaries Executive's Initials Ross' Initials 5 4816-9955-7726v.2 EX-10.4 5 exhibit104executiveemploym.htm EXHIBIT 10.4 Exhibit Exhibit 10.4EXECUTIVE E...MPLOYMENT AGREEMENTTHIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made effective March 16, 2018 (the "Effective Date") by and between Ross Stores, Inc., a Delaware corporation, and Michael Hartshorn (the "Executive"). References herein to the "Company" shall mean Ross Stores, Inc. and, where appropriate, Ross Stores, Inc. and each and any of its divisions, affiliates or subsidiaries. RECITALS The Company wishes to employ the Executive, and the Executive is willing to accept such employment, as Executive Vice President, Chief Financial Officer.It is now the mutual desire of the Company and the Executive to enter into a written employment agreement to govern the terms of the Executive's employment by the Company as of and following the Effective Date on the terms and conditions set forth below.TERMS AND CONDITIONSIn consideration for the promises of the parties set forth below, the Company and the Executive hereby agree as follows:1.Term. Subject to the provisions of Section 6 of this Agreement, the term of employment of the Executive by the Company under this Agreement shall be as follows: (a) Initial Term. The initial term of employment of the Executive by the Company under this Agreement shall begin on the Effective Date and end on March 31, 2022 (the "Initial Term"), unless extended or terminated earlier in accordance with this Agreement. The Initial Term plus any Extension (as defined in Section 1(c) hereof) thereof shall be the "Term of Employment."(b) Extension Intent Notice. By December 31, 2019, the Executive shall advise the CEO of the Company or their designee whether the Executive would like the Term of Employment extended. If the Executive does not timely notify the Company of his/her desire to extend (or not to extend) the Term of Employment, then such action shall be deemed to result in the Executive's Voluntary Termination as of the Term of Employment end date unless the Company determines otherwise in its sole and absolute discretion. (c) New Agreement. Provided that, in accordance with Section 1(b) hereof, the Executive has timely notified the CEO of the Executive's desire to extend the Executive's employment, the Company will consider whether to offer the Executive an extension under this Agreement or a new Employment Agreement. If the Company decides in its sole and absolute discretion to offer the Executive an extension or a new Employment Agreement, the Company will notify the Executive accordingly (an "Extension Notice") not less than one hundred eighty (180) days prior to the expiration of the Term of Employment. If the Company timely provides an Extension Notice and the Executive and the Company enter into such extension (or a new Employment Agreement), the Initial Term hereof will be extended by such additional period of time set forth in the Extension Notice (each an "Extension"). If the Company timely provides an Extension Notice and offers the Executive an extension or a new Employment Agreement providing Exhibit 10.4at least comparable terms to the Executive's then current Employment Agreement but the Executive does not agree to enter into such extension or new Employment Agreement, such action shall be deemed to result in Executive's Voluntary Termination as of the Term of Employment end date unless the Company determines otherwise in its sole and absolute discretion. View More