0001005414-12-000010 Sample Contracts

EMPLOYMENT AGREEMENT NEIL B. FRIEDMAN
Employment Agreement • March 21st, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of April 4, 2011 (the “Execution Date”) by and between Toys “R” Us, Inc. (the “Company”) and Neil B. Friedman (“Executive”).

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NONQUALIFIED STOCK OPTION AGREEMENT OF TOYS “R” US, INC.
Nonqualified Stock Option Agreement • March 21st, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the __________, (hereinafter called the “Date of Grant”), between Toys “R” Us, Inc., a Delaware corporation (hereinafter called the “Company”), and _______ (hereinafter called the “Participant”):

RESTRICTED PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT OF TOYS “R” US, INC.
Restricted Stock Unit Award Agreement • March 21st, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of the ___________ (the “Date of Grant”), between Toys “R” Us, Inc., a Delaware corporation (hereinafter called the “Company”), and ___________ (hereinafter called the “Participant”).

INCREMENTAL COMMITMENT AGREEMENT
Incremental Commitment Agreement • March 21st, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • New York

Reference is hereby made to the Syndicated Facility Agreement, dated as of October 15, 2009 and amended and restated as of March 8, 2011, among Toys “R” Us Europe, LLC (the “European Parent Guarantor”), TRU Australia Holdings, LLC (the “Australian Parent Guarantor”), Toys “R” Us (UK) Limited (the “UK Holdco”), Toys “R” Us Limited (“Toys UK” and together with the UK Holdco, the “U.K. Borrowers”), Toys “R” Us (Australia) Pty Ltd (ABN 77 057 455 026), the “Australian Borrower”), Toys “R” Us GmbH (the “German Borrower”), Toys “R” Us SARL (the “French Borrower”), Toys “R” Us Iberia, SA (the “Spanish Borrower” and, together with the U.K. Borrowers, Australian Borrower, German Borrower and French Borrower, collectively, the “Borrowers”), the Lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Security Agent, Deutsche Bank AG New York Branch and Bank of America, N.A., as Co-Collateral Agents and the other Agents party thereto from time to time

RESTRICTED PERFORMANCE-BASED STOCK AWARD AGREEMENT OF TOYS “R” US, INC.
Restricted Performance-Based Stock Award Agreement • March 21st, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware

THIS AGREEMENT (the “Agreement”), is made, effective as of the ___________ (the “Date of Grant”), between Toys “R” Us, Inc., a Delaware corporation (hereinafter called the “Company”), and ___________ (hereinafter called the “Participant”).

March 15, 2012 Neil Friedman Dear Neil:
Consulting Agreement • March 21st, 2012 • Toys R Us Inc • Retail-hobby, toy & game shops

This letter serves as an agreement (“Agreement”) between you and Toys “R” Us-Delaware, Inc. (the “Company”) for the work you will perform as an independent contractor on behalf of the Company.

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