Exhibit 10.44
John H. Eyler
Chairman and Chief Executive
Officer
Toys “R” Us,
Inc.
October 20, 2004
Mr. Antonio Urcelay
President – Continental
Europe
Dear Antonio,
Further to your current position as
Managing Director of Toys “R” Us Iberia, S.A. and Toys
“R” Us SARL, on behalf of Toys “R” Us, Inc.
(the “Company”), I wish to congratulate you on your
nomination as President – Continental Europe. The following
letter outlines the terms and conditions of your professional
position, which was effective August 16, 2004. Therefore, the
valid conditions of your professional services are the ones
included in this letter. Accordingly, the agreement entered into
between you and the Company on May 13, 1999 (concerning
severance payments should a Change in Control occur) and the letter
agreement provided you in October 2003 are considered null and
void.
|
|
•
|
Base
pay - Your new annual
base pay for your professional services as President –
Continental Europe is 415,000 Euro.
|
|
|
•
|
Incentive
Target - Your new
incentive target is 373,500 Euro or 90% of your annual base pay.
Therefore, your target total pay (base plus incentive) is 788,500
Euro, an increase of 142,750 Euro, or 22.1% over your current
target total pay.
|
|
|
•
|
Other
Benefits - During the
time you are providing services as President – Continental
Europe, you will continue to be eligible to participate in the
other Company benefit programs in which you currently participate
subject to the terms of the benefit plans and any subsequent
modifications the Company may make to those benefit
plans.
|
|
|
•
|
Severance
compensation - Your
current agreement of professional services provides that if your
professional relationship with the Company is terminated by the
Company, (for reasons other than gross misconduct in the
performance of your position or a violation of the Company’s
Code of Ethical Standards and Business Practices and Conduct), or
if your professional position is eliminated and you are not offered
a professional position with equivalent target compensation, or are
required to relocate and be based at an office or location outside
of the Madrid, Spain area, the Company will provide you with:
(i) compensation amounting to twelve months base
monthly
|
pay, (ii) plus the
actual achieved incentive payment up to a maximum of your target
incentive in the year of the termination of your professional
relationship with the Company. As a result of your nomination as
President – Continental Europe, the Company will increase
this provision to provide you with (i) eighteen months
base monthly pay (ii) plus the actual achieved
incentive payment up to a maximum of your target incentive for the
eighteen-month period after the termination of your professional
relationship with the Company. This provision shall also apply
should you voluntarily resign your position as President –
Continental Europe as a result of the Company requiring you,
without your consent, to relocate and be based at any office or
location outside of the Madrid, Spain area. The aforementioned
(i) compensation and (ii) incentive
payments will include any statutory notice and/or termination pay
you would otherwise be entitled to for the termination of your
professional relationship with the Company. Please note that the
incentive payment(s) will not be paid until after the fiscal
year(s) for which it applies, as actual results will not be
available until after the fiscal year(s) ends.
|
|
•
|
Additionally,
for the eighteen-month period after the termination of your
professional relationship with the Company (for reasons other than
for gross misconduct in the performance of your position or a
violation of the Company’s Code of Ethical Standards and
Business Practices and Conduct) you will co
|
|
