TOYS “R” US, INC. Amendment No. 1 to the Employment Agreement with Claire Babrowski409a Amendments • March 31st, 2009 • Toys R Us Inc • Retail-hobby, toy & game shops
This Amendment No. 1 to the Employment Agreement dated as of May 29, 2007 (the “Agreement”) between Toys “R” Us, Inc. (the “Company”) and Claire Babrowski (“Executive”) is made this 16th day of October 2008.
TOYS “R” US, INC. Amendment No. 1 to the Employment Agreement with Gerald StorchEmployment Agreement • March 31st, 2009 • Toys R Us Inc • Retail-hobby, toy & game shops
This Amendment No. 1 to the Employment Agreement dated as of February 6, 2006 (the “Agreement”) between Toys “R” Us, Inc. (the “Company”) and Gerald Storch (“Executive”) is made this 27th day of October 2008.
AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT February 1, 2009The Advisory Agreement • March 31st, 2009 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 2 (this “Amendment”) to the Advisory Agreement among Toys “R” Us, Inc., (the “Company”), Bain Capital Partners, LLC, a Delaware limited liability company (“BCP”), Bain Capital, Ltd., a company organized under the laws of England and Wales (“BCL” and, together with BCP, “Bain”), Kohlberg Kravis Roberts & Co., L.P., a Delaware limited partnership (“KKR”), and Vornado Truck LLC, a Delaware limited liability company (“Vornado” and together with Bain and KKR, the “Advisors”), dated as of July 21, 2005, as amended on June 10, 2008 (the “Agreement”), shall become effective as of February 1, 2009. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Reorganization Agreement and/or the Agreement, as applicable.
TOYS “R” US, INC. NON-QUALIFIED STOCK OPTION Date: ____________ Grant to:Toys R Us Inc • March 31st, 2009 • Retail-hobby, toy & game shops
The foregoing options are “Options” as such term is defined in the Company’s Amended and Restated Toys “R” Us, Inc. Management Equity Plan (as amended, the “Plan”), and are subject to all of the terms and conditions of the Plan in effect from time to time.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 31st, 2009 • Toys R Us Inc • Retail-hobby, toy & game shops
This award is being granted to Grantee without consideration, as an incentive for future performance. By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Agreement and the Plan. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same Agreement.
TOYS “R” US, INC. Amendment No. 1 to the Employment Agreement with Richard RuppertEmployment Agreement • March 31st, 2009 • Toys R Us Inc • Retail-hobby, toy & game shops
This Amendment No. 1 to the Employment Agreement dated as of October 31, 2006 (the “Agreement”) between Toys “R” Us, Inc. (the “Company”) and Richard Ruppert (“Executive”) is made this 24th day of October 2008.
TOYS “R” US, INC. RESTRICTED STOCK Date: ____________ Grant to:Toys R Us Inc • March 31st, 2009 • Retail-hobby, toy & game shops
The foregoing stock is “Restricted Stock” as such term is defined in the Company’s Amended and Restated Toys “R” Us, Inc. Management Equity Plan (as amended, the “Plan”), and is subject to all of the terms and conditions of the Plan in effect from time to time. The foregoing stock shall be issued to the Participant upon payment to the Company of the aggregate purchase price of $____________.
