Sample Business Contracts

Retention Agreement [Amendment] - Toys R Us Inc. and Gregory R. Staley

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March 2, 2000

Mr. Gregory R. Staley
286 Autumn Terrace
Franklin Lakes, NJ 07417

Dear Greg:

The purpose of this letter is to confirm our agreement with regard to your
rights to terminate your employment in the event of a change in reporting
relationship. This letter constitutes an amendment of your Retention Agreement
dated May 1, 1997 (the "Agreement") pursuant to Section 13[c] of the Agreement.

Specifically, we have agreed that, in view of the recent changes in the senior
management of the Company, Section 4[b][ii] of the Agreement is hereby amended
to read as follows:

         "[ii] Due to the unique nature of the Company's International Division
and the resulting burdens imposed on the Executive thereby, notwithstanding
anything to the contrary contained herein, the Executive's employment may be
terminated during the Employment Period by the Executive by providing written
notice to the Company within 30 days of the first day on which the Executive no
longer reports directly to the Chief Executive Officer of the Company, in which
event the "Date of Termination" for purposes hereof shall be the date set forth
in such notice (which shall not be less than 60 days from the date of such
notice unless the Company consents thereto in writing)."

This letter does not constitute a consent or waiver to or modification of any
other provision, term or condition of the Agreement, all of which remain in full
force and effect.

If this letter accurately sets forth in full the terms of our agreement
concerning the matter set forth herein, please execute this letter where


TOYS "R" US, INC.                           SO AGREED:

By:   /s/ John H. Eyler Jr.                        /s/ Gregory R. Staley
   --------------------------               -----------------------------------
       John H. Eyler, Jr.                           Gregory R. Staley