Sample Business Contracts

Retention Agreement [Amendment] - Toys R Us Inc. and Richard L. Markee

Employment Forms

Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                                                                     May 6, 1999

Richard L. Markee
709 Barrister Court
Franklin Lakes, New Jersey  07417

Dear Mr. Markee:

     The purpose of this letter is to confirm our agreement requiring you to
provide notice to Toys "R" Us, Inc. ("TRU") if you were to terminate your
employment with TRU at any time. This letter constitutes an amendment of your
employment contract dated May 1, 1997 (the "Contract") pursuant to Section 13(c)
of the Contract.

     Specifically, we have agreed that, in exchange for TRU providing you with
additional consideration to the consideration provided to you under the
Contract, including the issuance of additional restricted stock units, you shall
provide TRU with not less than four months advance notice (the "Mandatory Notice
Period") prior to your terminating for any reason other than Good Reason (as
described in the Contract) your employment with TRU. You have agreed that during
the Mandatory Notice Period you shall continue to perform all of your duties in
accordance, and in compliance, with the terms of the Contract.

     You have also agreed that, prior to and during the term of the Mandatory
Notice Period, you shall not disclose to any third parties, other than executive
search firms, prospective employers (collectively, the "Permitted Third
Parties") and your wife, your intention and/or decision to terminate employment
with TRU. Prior to any disclosure of any such information to any Permitted Third
Party, you shall secure from each Permitted Third Party the Permitted Third
Party's written agreement not to disclose such information until after the
Mandatory Notice Period to anyone other than officers and directors of such
Permitted Third Party who need to know such information.

     You acknowledge that the provisions of this letter agreement are reasonable
and necessary for the protection of TRU and its subsidiaries and affiliates. In
addition, you acknowledge that TRU and its subsidiaries and affiliates will be
irrevocably damaged if you fail to provide TRU with at least four months advance
notice of termination or otherwise fail to comply with the terms of this letter,
as provided for herein. Accordingly, you agree that, in addition to any other
relief to which TRU may be entitled, TRU will be entitled to seek and obtain
injunctive relief (without the requirement of any bond) from a court of
competent jurisdiction for the purposes of restraining you from any actual or
threatened breach of your obligations hereunder.

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

                                   Sincerely,

                                   TOYS "R" US, INC.

                                           By:/s/ Robert C. Nakasone
                                              ---------------------------
                                                  Robert C. Nakasone
                                                  Chief Executive Officer

SO AGREED

/s/ Richard L. Markee
--------------------------
    Richard L. Markee