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Amendment No. 1 to the
Employment Agreement
with Richard Ruppert
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 24
th day of October 2008.
The
Executive Committee of the Board of Directors of the Company and
Executive have determined that it is in their best interests to
amend the Agreement to include special provisions intended to
ensure compliance with Internal Revenue Code Section 409A
relating to deferred compensation. In consideration of the mutual
covenants contained herein and the continued employment of
Executive by the Company, the parties agree as follows:
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1.
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Bonus Payment Timing
. The Agreement is
hereby amended by adding the following sentences to the end of
Section 4:
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“The Annual Bonus, if any,
shall be paid to Executive not later than two and one half
(2 1 / 2 ) months after the end of the
applicable fiscal year of the Company.”
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2.
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Post-Termination Health
Coverage .
The Agreement is hereby amended by adding the following sentences
to the end of Section 7(c)(iii)(E):
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“To the extent that any
portion of the medical, dental and life insurance coverage under
this Section 7(c)(iii)(E) during the period of coverage is
provided pursuant to a self-insured arrangement as defined in
Internal Revenue Code Section 105 or is otherwise taxable, the
benefits provided in any one calendar year shall not affect the
amount of benefits to be provided in any other calendar year, and
the reimbursement of an eligible expense must be made no later than
December 31 of the year after the year in which the expense
was incurred. Executive’s rights pursuant to this
Section 7(c)(iii)(E) shall not be subject to liquidation or
exchange for another benefit.”
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3.
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Cooperation . The Agreement is hereby amended by
adding the following sentences to the end of
Section 12(j):
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“If Executive is entitled to
be paid or reimbursed for any expenses under this Section 12(j),
the a
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