AMENDMENT ONE TO THE
TOYS “R” US, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS AMENDMENT to the Toys “R” Us, Inc.
Supplemental Executive Retirement Plan (the “Plan) is made,
effective as of February 1, 2008, unless otherwise indicated
herein.
WHEREAS , the Board of Directors of Toys “R” Us,
Inc. (the “Company”) has determined that it is in the
best interests of the Company to amend the Plan to (i) include
special provisions intended to ensure compliance with Internal
Revenue Code Section 409A relating to deferred compensation,
(ii) change the Plan Year to the calendar year, and
(iii) make certain other administrative and conforming
changes.
NOW, THEREFORE BE IT RESOLVED, that the Company hereby
amends the Plan, effective as of the dates set forth herein, as
follows:
|
|
1.
|
|
The
Plan is hereby amended by adding the following sentence to the end
of Section 2.3:
|
|
|
|
|
|
|
|
|
|
“If the Participant fails to
designate a person to receive benefits which may be due under the
Savings Plan upon his or her death, or if no such person survives
the Participant, Beneficiary means the first surviving person or
persons (in equal shares) in the following classes of successive
preference: (i) the Participant’s widow or widower,
(ii) the estate of the Participant.”
|
|
|
|
|
|
|
|
2.
|
|
The
Plan is hereby amended by adding the following new definition as
Section 2.7 and by renumbering the existing definitions
accordingly:
|
|
|
“2.7
|
|
“ Compensation
” means
Compensation as defined under Section 1.08(a), (e) and
(f) of the Savings Plan, but substituting February 1,
2008 for March 1, 2007 in Section 1.08(f).
Notwithstanding the foregoing, Compensation for purposes of this
Plan shall not include payments classified by the Company as
sign-on bonuses, retention bonuses, any type of success bonuses or
project completion bonuses, or any other bonuses other than the
annual incentive under the Management Incentive Plan or any
successor plan. The definition of Compensation shall be modified as
provided in Section 5.5 regarding
Disability.”
|
|
|
3.
|
|
The
Plan is hereby amended by deleting Section 2.9 (as renumbered)
in its entirety and substituting the following:
|
|
|
“2.9
|
|
“ Disability
” means
Disability as defined under Section 1.13 of the Savings
Plan.”
|
|
|
4.
|
|
The
Plan is hereby amended by deleting Section 2.12 (as
renumbered) in its entirety and substituting the
following:
|
|
|
“2.12
|
|
“ Eligible Earnings
” for a
Plan year means the portion of a Participant’s Compensation
for the calendar year ending with or within the Plan Year that
exceeds the compensation limitation under Section 401(a)(17)
of the Code for such calendar year
|
|
|
5.
|
|
Effective as of February 1,
2006, the Plan is hereby amended by adding the following new
definition as Section 2.13 and by renumbering the existing
definitions accordingly:
|
|
|
“2.13
|
|
“ Employee
” means
Employee as defined under the Savings Plan, provided that such
Employee is a member of a select group of management or highly
compensated employees as determined by the ECOB.”
|
|
|
6.
|
|
The
Plan is hereby amended by deleting Section 2.20 (as
renumbered) in its entirety and substituting the
following:
|
|
|
“2.20
|
|
“ Plan Year
” means, for Plan Years beginning on
and before February 1, 2007, the 12-month period beginning on
February 1 and ending on the last day of January of the following
calendar year. The Plan Year beginning on February 1, 2008
shall end on December 31, 2008 and also may be referred to
herein as the “Short Plan Year.” Beginning on
January 1, 2009, the Plan Year shall be the 12-month period
beginning on January 1, 2009 and every successive 12-month
period beginning on January 1 st thereafter.”
|
|
|
7.
|
|
The
Plan is hereby amended by deleting Section 2.21 (as
renumbered) in its entirety and substituting the
following:
|
|
|
“2.21
|
|
“ Savings Plan
” means
the “TRU” Partnership Employees’ Savings and
Profit Sharing Plan, as amended and restated as of March 1,
2006, as the same may be amended from time to
time.”
|
|
|
8.
|
|
Effective as of February 1,
2006, the Plan is hereby amended by deleting the second sentence of
Section 2.22 (as renumbered) in its entirety and substituting
the following:
|
|
|
|
|
“A determination as to whether
a Participant terminates from employment shall be made by the
Administrative Committee and shall be based on all of the
surrounding facts and circumstances pursuant to Section 409A
of the Code without the application of any optional
provisions.”
|
|
|
9.
|
|
The
Plan is hereby amended by deleting Section 2.23 (as
renumbered) [definition of “Total Compensation"] in its
entirety and the term “Total Compensation” is deleted
and replaced with the term “Compensation” wherever it
appears in the Plan.
|
|
|
|
|
|
|
|
10.
|
|
Effective as of February 1,
2006, the Plan is hereby amended by adding the following new
definition as Section 2.24:
|
|
|
“2.24
|
|
“ Year of Service
” means
Year of Service as defined under Section 1.48(b) of the Savings
Plan.”
|
|
|
11.
|
|
The
Plan is hereby amended by deleting the first sentence of
Section 3.1 in its entirety and substituting the
following:
|
|
|
|
|
|
|
|
|
|
“The Executive Committee of
the Board of Directors (“ECOB”) or the Administrative
Committee (subject to the ability of the ECOB to restrict the
Administrative Committee) shall administer the Plan in accordance
with its terms, and shall have all powers necessary to accomplish
such purpose, including the power and authority, at its sole and
absolute discretion, to construe and interpret the Plan, to define
the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms, and notices relating to the
administration of the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan
including, without limitation, determination of Participant benefit
claims in accordance with Section 3.4 of the
Plan.”
|
|
|
|
|
|
|
|
12.
|
|
Effective as of February 1,
2006, the Plan is hereby amended by adding the following new
Section 3.4:
|
|
|
“3.4
|
|
Any
Participant, Beneficiary or authorized representative (the
“Claimant”), may file a claim for benefits under the
Plan by submitting to the Administrative Committee a written
statement describing the nature of the claim and requesting a
determination of its validity under the terms of the Plan. Subject
to the provisions of Article III, within 90 days after
the date such claim is received by the Administrative Committee, it
shall issue a ruling with respect to the claim. If special
circumstances require an extension of time for processing, the
Administrative Committee will send the Claimant written notice of
the extension prior to the termination of the 90-day period. In no
case, however, will the extension of time delay the Administrative
Committee’s
|
|
|
|
|
decision beyond
180 days after the Administrative Committee received the
claim. If the claim is wholly or partially denied, written notice
shall be furnished to the Claimant, that shall set forth in a
manner calculated to be understood by the Claimant:
|
(a) the specific
reason or reasons for denial;
(b) specific
reference to pertinent Plan provisions on which the denial is
based;
(c) a description
of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(d) an explanation
of the claims review procedures.
Any Claimant,
whose claim for benefits has been denied, may appeal such denial by
resubmitting to the Administrative Committee a written statement
requesting a further review of the decision within 60 days of
the
|
