AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) was originally entered into on August 28, 2008, between Paul Raines (“Executive”) and GameStop Corp. (the “Company”), collectively referred to as the “Parties,” with an “Original Effective Date” of September 7, 2008 and is amended and restated as of the 31 ^st day of December, 2008.

The Company has administered this Agreement in good faith compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and the regulations and other guidance promulgated thereunder, and the Parties wish to amend this employment agreement to comply with the requirements of Code Section 409A. Therefore, this Agreement is amended and restated to read as follows:

1.                    Executive’s Position/Duties . During the term of this Agreement, Executive will be employed as the Chief Operating Officer of the Company, and shall have all of the duties and responsibilities of that position. Executive shall be considered a key employee of the Company and shall be entitled to all the Company benefits afforded to key employees. Executive agrees to dedicate all of his working time during normal working hours (other than during excused absences such as for illness or vacation), skill and attention to the business of the Company, agrees to remain loyal to the Company, and not to engage in any conduct that creates a conflict of interest to, or damages the reputation of, the Company. Executive shall abide by the Company’s Code of Ethics and Code of Ethics for Senior Financial Officers, copies of which are attached hereto and incorporated herein. Executive shall relocate from Mableton, Georgia to the area of the Company’s executive offices in Grapevine, Texas as soon as reasonably practicable.

2.              Term of Employment . Executive’s employment under this Agreement will commence on the Original Effective Date, and will continue for a period of three years, unless terminated earlier in accordance with the provisions of this Agreement. At the expiration (but not earlier termination) of the term (including any renewal term), the term of this Agreement shall automatically renew for an additional period of one year, unless either party has given the other party written notice of non-renewal at least six months prior to such expiration.

(a)        Base Salary . During the term of this Agreement, the Company shall provide Executive with a base salary of no less than nine hundred thousand dollars ($900,000.00) per year, as adjusted from time to time, to be paid in accordance with the Company’s normal payroll policies (“Base Salary”).

(b)        Bonuses/Distributions .

(i)        The Executive shall be entitled to a one million dollar ($1,000,000) cash signing bonus (“Signing Bonus”) payable within two weeks following the Original Effective Date. The Signing Bonus shall be considered earned over the original three-year term of this Agreement. Accordingly, in the event Executive’s employment with the Company is terminated prior to the third anniversary of the Original Effective Date by the Company for Cause (as

defined below) or by Executive without Good Reason (as defined below), then Executive shall repay the Company the unearned portion of the Signing Bonus (i.e. the prorated amount of the Signing Bonus relating to the remainder of the original three-year term). At any given time, the amount of the Signing Bonus Executive shall be entitled to retain shall be equal to the amount of the Signing Bonus multiplied by a fraction, the numerator of which is the aggregate number of days of employment measured from the Original Effective Date during which Executive shall have rendered services to the Company, and the denominator of which is 1,095.

(ii)       In addition to the Signing Bonus, during the term of this Agreement, the Company shall provide Executive with an annual bonus for each fiscal year of the Company based on the formula and targets established for such fiscal year under and in accordance with the Company’s Supplemental Compensation Plan as then in effect (the “Bonus Plan”), a copy of the current version of which is attached hereto and incorporated herein. Executive may receive additional bonuses at the discretion of the Board of Directors of the Company (the “Board”). Executive’s target annual bonus under the Bonus Plan shall be no less than 100% of Base Salary, with up to an additional 25% of the target annual bonus if the established target is exceeded by a certain percentage, as provided in the Bonus Plan.

(c)        Benefits . Executive shall be entitled to all benefits, including, but not limited to, insurance programs (including any individual or group life insurance program the Company adopts), pension plans and other retirement benefits, four weeks paid vacation per year (with a year for these purposes being July 1 to June 30, and with said four-weeks being pro rated for any partial year of employment during the term), sick leave, and expense accounts, in each instance equal to the greater of the benefits afforded other management personnel or the amount the Board determines. Benefits shall include relocation benefits in accordance with Company policies, to reimburse Executive for his costs in relocating to the Grapevine, Texas area, including legal fees, realtor fees, moving costs, travel costs and other expenses reasonably related to the sale of his residence in Mableton, Georgia and his location of and acquisition of a residence in the Grapevine, Texas area. If necessary, the Company will pay all reasonable costs and expenses for a temporary residence for Executive in the Grapevine, Texas area for up to one year in connection with his relocation, including, but not limited to, rent, homeowner’s or renter’s insurance and utilities.

(d)        Expenses . The Company shall reimburse Executive for reasonable expenses incurred in the performance of his duties hereunder and in furtherance of the business of the Company, in accordance with the policies and procedures of the Company. The Company shall also reimburse Executive for his reasonable legal expenses incurred in connection with the negotiation and execution of this Agreement. All reimbursements under this paragraph shall be made promptly after submission to the Company of evidence in reasonable detail of the incurrence of such expenses.

(e)        Reimbursement of Expenses . Notwithstanding any provision in this Section 3 to the contrary, no expenses incurred after the term of this Agreement shall be subject to reimbursement, except to the extent provided under this Section 3(e). The amount of expenses eligible for reimbursement during a year shall not affect the expenses eligible for reimbursement in any other year. Reimbursement of an eligible expense shall be made in accordance with the Company’s policies and practices and as otherwise provided herein, provided that in no event

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shall reimbursement be made after the last day of the year following the year in which the expense was incurred. The right to reimbursement is not subject to liquidation or exchange for another benefit.

(f)         Restricted Stock . On the Original Effective Date, Executive received a grant of 60,000 shares of Company common stock under and in accordance with the Company’s Incentive Plan then in effect (the “Incentive Plan”), a copy of the current version of which is attached hereto and incorporated herein, vesting in equal annual installments on the first, second, and third anniversaries of the Original Effective Date (subject to employment with the Company on each of such dates and all other terms of the Incentive Plan). In addition, each year during the term of this Agreement, subject to approval each year by the Compensation Committee of the Board, Executive shall receive as part of the Company’s annual stock grant to its employees, at least 40,000 shares of Company common stock under and in accordance with the Incentive Plan, vesting in equal annual installments on the first, second, and third anniversaries of the date of grant (subject to employment with the Company on each of such dates and all other terms of the Incentive Plan).

4.           Termination of Employment . Executive’s employment with the Company may be terminated as follows:

(a)        Death . In the event of Executive’s death, Executive’s employment will be terminated immediately.

(b)        Disability . In the event of Executive’s Disability, as defined below, Executive’s employment will be terminated immediately. “Disability” shall mean a written determination by a physician mutually agreeable to the Company and Executive (or, in the event of Executive’s total physical or mental disability, Executive’s legal representative) that Executive is physically or mentally unable to perform his duties of Chief Operating Officer under this Agreement and that such disability can reasonably be expected to continue for a period of six consecutive months or for shorter periods aggregating 180 days in any 12-month period.

(c)        Termination by the Company for Cause . The Company shall be entitled to terminate Executive’s employment at any time if it has “Cause,” which shall mean any of the following: (i) conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or dishonesty; (ii) willful misconduct that results in a material and demonstrable damage to the business or reputation of the Company; (iii) breach by Executive of any of the covenants contained in Sections 8, 10(c), 10(d) or 10(e) below; or (iv) willful refusal by Executive to perform his obligations under this Agreement or the lawful direction of the Board that is not the result of Executive’s death, Disability, physical incapacity or Executive’s termination of the Agreement, and that is not corrected within 30 days following written notice thereof to Executive by the Company, such notice to state with specificity the nature of the willful refusal.

(d)        Without Cause . Either the Company or Executive may terminate Executive’s employment at any time without cause upon written notice.

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(e)        Termination by Executive with Good Reason. Executive shall be entitled to terminate his employment within 12 months after any of the following events (each of which shall constitute “Good Reason”):

(ii)       a material diminution in Executive’s authority, duties, or responsibilities;

(iii)      other than the relocation to the Grapevine, Texas area, the Company requires Executive to move to another location of the Company or any affiliate of the Company and the distance between Executive’s former residence and new job site is at least 50 miles greater than the distance between Executive’s former residence and former job site; or

(iv)      the Executive is no longer reporting to Richard Fontaine, the Company’s Executive Chairman, or Daniel DeMatteo, the Company’s Chief Executive Officer, unless the Executive instead is reporting directly to the Board or its Chairman.

Notwithstanding the foregoing, Executive shall notify Company in writing if he believes Good Reason exists. Such notice shall set forth in reasonable detail why Executive believes Good Reason exists and shall be provided to the Company within a period not to exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition.

(f)         Termination by Executive Following a Change in Control. Following a Change in Control of the Company, Executive shall be entitled to terminate his employment within 30 days following the later of the end of the calendar year within which such Change in Control occurs or the end of the taxable year of the Company within which such Change in Control occurs (such date, the “CIC Termination Date”). For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred upon the occurrence of one of the following events, provided such event constitutes a change in control under Section 409A of the Code and the regulations and other guidance issued thereunder:

(i)        Any one person or more than one person acting as a group (as defined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes greater than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(ii)       Any one person or more than one person acting as a group (as defined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of such Company; or a majority of the individuals constituting the Board is replaced during any 12-month period by members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

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(iii)      Any one person or more than one person acting as a group (as defined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company or the value of the assets being disposed of determined without regard to any liabilities associated with such assets.

(a)       If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of Executive’s death or Disability (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

(b)       If Executive’s employment is termina