EXECUTION COPY
Exhibit 10B*
AMENDMENT TO EMPLOYMENT AGREEMENT
EIGHTH AMENDMENT AGREEMENT (the "Amendment"), dated as of June 10, 1998,
between TOYS "R" US, INC., a Delaware corporation (the "Corporation"), and
XXXXXXX XXXXXXX (the "Employee");
WHEREAS, the Employee served as Chief Executive Officer of the Corporation
since its founding;
WHEREAS, the Corporation and the Employee are parties to an employment
agreement originally dated March 14, 1978 and subsequently amended by agreements
dated November 20, 1979, February 2, 1981, March 23, 1982, December 7, 1982,
April 10, 1984, May 20, 1988 and March 14, 1989 (collectively referred to as the
"Employment Agreement").
WHEREAS, pursuant to Section 1(b) of the Employment Agreement, the
Employee elected, effective January 31, 1994, to terminate the term of full-time
employment and to become a consultant to the Corporation for a five-year period
(the "Consulting Period") commencing on the date set forth in such election;
WHEREAS, commencing at the end of the Consulting Period (January 31,
1999), the Employee shall receive a retirement benefit payable for a five-year
period (the "Retirement Period") in accordance with Section 13 thereof;
WHEREAS, the Employee continues to serve as a director and has been named
by the Company to serve as Chairman Emeritus of the Corporation;
WHEREAS, the advice of the Employee continues to be a valuable resource
for the Corporation; and
WHEREAS, in consideration of the Employee serving as Chairman Emeritus of
the Corporation, the Board of Directors has determined that it is fair and
reasonable to provide the Employee with certain corporate benefits during the
Retirement Period in addition to the payments due to him under Section 13 of the
Employment Agreement.
NOW, THEREFORE, it is hereby agreed as follows.
1. Section 13 of the Employment Agreement shall be amended as follows:
(a) The first paragraph of Section 13 shall be amended by (i) adding
"(the "Retirement Period")" to the end of the first sentence thereof; (ii)
by replacing the phrase "Such 5-year period" with the phrase "Such
Retirement Period" at the beginning of the second sentence thereof; and
(iii) by replacing the words "five year" in the third sentence thereof
with the words "Retirement Period"; and
(b) The following paragraph shall be added to Section 13 after the
first paragraph:
"During the Retirement Period:
(i) the Corporation shall provide the Employee with, or
reimburse the Employee for the expense of, a car and driver when he
is in the New York metropolitan area or on business for the
Corporation;
(ii) the Corporation shall provide the Employee office space
and secretarial services (by an individual to be chosen by the
Employee) comparable to those services provided to him during the
last year of the consulting period;
(iii) the Corporation shall reimburse the Employee, upon
submission of appropriate record of incurrence, his reasonable
business expenses and disbursements incurred in the course of the
performance of his duties as Chairman Emeritus; and
(iv) the Employee will be entitled to continuation (which
shall also continue after the Retirement Period) of health benefits
under the Corporation's health plans at a level commensurate with
such
benefits as are generally made available to the Corporation's
executive officers; provided, that to the extent such benefits
cannot be provided to the Employee under the terms of such plan or
such plan cannot be amended in any manner not adverse to the
Corporation, the Corporation shall pay the Employee, on an after-tax
basis, an amount necessary for the Employee to acquire such benefits
from an independent insurance carrier; and provided further, that
the obligations of the Corporation under this clause (iv) shall be
terminated if, at any time during the Retirement Period, the
Employee is employed by or is otherwise affiliated with a party that
offers comparable health benefits to the Employee."
2. Except as specifically modified herein, all other provisions of the
Employment Agreement shall remain in full force and effect.
3. This Amendment shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
TOYS "R" US, INC.
By: ___________________________
Name:
Title:
XXXXXXX XXXXXXX
_______________________________
