EMPLOYMENT AGREEMENT Richard BarryEmployment Agreement • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of December 10, 2012 (the “Execution Date”) by and between Toys “R” Us, Inc. (the “Company”) and Richard Barry (the “Executive”).
First Supplemental Indenture Dated as of January 1, 1996First Supplemental Indenture • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 1, 1996 (the "First Supplement"), among TOYS "R" US-DELAWARE, INC. (f/k/a TOYS "R" US, INC.), a Delaware corporation (the "Predecessor"), TOYS "R" US, INC. (f/k/a TOYS "R" US-HEADQUARTERS, INC.), a Delaware corporation (the "Company"), and UNITED JERSEY BANK, a New Jersey banking corporation, as trustee (the "Trustee").
LEADERSHIP TEAM CASH LTIP AWARD AGREEMENT OF TOYS “R” US, INC.Leadership Team Cash Ltip Award Agreement • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the __ day of _________, ____ (the “Grant Date”), between Toys “R” Us, Inc., a Delaware corporation (the “Company”), and [Name] (“Participant”). By accepting this Agreement, Participant agrees to all of the terms and conditions set forth herein.
TIME-BASED NONQUALIFIED STOCK OPTION AGREEMENT OF TOYS “R” US, INC.Nonqualified Stock Option Agreement • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • Delaware
THIS AGREEMENT (the “Agreement”), is made, effective as of the __ day of _____, _______ (the “Grant Date”), between Toys “R” Us, Inc., a Delaware corporation (the “Company”), and __________ (“Participant”). By accepting this Agreement, Participant agrees to all of the terms and conditions set forth herein, including without limitation, Sections 4 and 5 hereof.
AMENDMENT NO. 2 TO THE STOCKHOLDERS AGREEMENT October 14, 2015Stockholders Agreement • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 2 (this “Amendment” or “Amendment No. 2”) to the Stockholders Agreement among Toys “R” Us, Inc. (as successor to Toys “R” Us Holdings, Inc.), Funds managed by Bain Capital Partners, LLC or its Affiliates, Toybox Holdings LLC, Vornado Truck LLC and certain other Persons, dated as of July 21, 2005, as amended by Amendment No. 1, dated as of June 10, 2008 (as amended, the “Agreement”) shall become effective as of the date first set forth above. Capitalized terms used but not otherwise defined in this Amendment have the meaning given to such terms in the Agreement.
AMENDMENT NO. 5 TO THE ADVISORY AGREEMENTAdvisory Agreement • March 24th, 2016 • Toys R Us Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 5 (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, February 1, 2009, August 29, 2014 and June 1, 2015 (the “Agreement”), shall become effective as of December 1, 2015. Capitalized terms used but not otherwise defined in this Amendment shall have the meaning given to such terms in the Reorganization Agreement and/or the Agreement, as applicable.
