Separation and Release Agreement - Toys R Us Inc. and Michael Shannon
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into as of
this27th day of February, 2002, between Toys "R" Us, Inc. and any successor
thereto (collectively, the "Company") and Michael Shannon (the "Officer').
The Officer and the Company agree as follows:
1. The employment relationship between the Officer and the Company
terminated on February 1, 2002 (the "Termination Date"). The Officer understands
and agrees that he has been paid through January 25, 2002 and will not be paid
for the period January 26, 2002 through February 1, 2002.
2. In accordance with the Officer's Retention Agreement, dated October 8,
1998 a copy of which is attached hereto as Exhibit A, the Company has agreed to
pay the Officer certain payments and to make certain benefits available after
the Termination Date.
3. In consideration of the above, the sufficiency of which the Officer
hereby acknowledges, the Officer, on behalf of the Officer and the Officer's
heirs, executors and assigns, hereby releases and forever discharges the Company
and its members, parents, affiliates, subsidiaries, divisions, any and all
current and former directors, officers, employees, agents, and contractors and
their heirs and assigns, and any and all employee pension benefit or welfare
benefit plans of the Company, including current and former trustees and
administrators of such employee pension benefit and welfare benefit plans, from
all claims, charges, or demands, in law or in equity, whether known or unknown,
which may have existed or which may now exist from the beginning of time to the
date of this Agreement, including, without limitation, any claims the Officer
may have arising from or relating to the Officer's employment or termination
from employment with the Company, including a release of any rights or claims
the Officer may have under Title VII of the Civil Rights Act of 1964, as
amended, and the Civil Rights Act of 1991 (which prohibit discrimination in
employment based upon race, color, sex, religion, and national origin); the
Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act
of 1973 (which prohibit discrimination based upon disability); the Family and
Medical Leave Act of 1993 (which prohibits discrimination based on requesting or
taking a family or medical leave); Section 1981 of the Civil Rights Act of 1866
(which prohibits discrimination based upon race); Section 1985(3) of the Civil
Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee
Retirement Income Security Act of 1974, as amended (which prohibits
discrimination with regard to benefits); the New Jersey Law Against
Discrimination, N.J.S.A. 10:15-1, et seq.; the New Jersey Conscientious
Executive Protection Act N.J.S.A. 34:19-1 to 19-8; the New Jersey Wage and Hour
Act, N.J.S.A. 34-11-56a, et seq.; any other federal, state or local laws against
discrimination; or any other federal, state, or 1ocal statute, or common law
relating to employment, wages, hours, or any other terms and conditions of
employment. This includes a release by the Officer of any claims for wrongful
discharge, breach of contract, torts or any other claims in any way related to
the Officer's employment with or resignation or termination from the Company.
This release also includes a release of any claims for age discrimination under
the Age Discrimination in Employment Act as amended ("ADEA"). The ADEA requires
that the Officer be advised to consult with an attorney before the Officer
waives any claim under ADEA.
<PAGE>
In addition, the ADEA provides the Officer with at-least 21 days to decide
whether to waive claims under ADEA and seven days after the Officer signs the
Agreement to revoke that waiver. This release does not release the Company from
any obligations due to the Officer under Section 4, 7,9(a), 9(b), 10, 11 or
13(e) of the Officer's Retention Agreement, the Officer's Indemnification
Agreement with the Company or under this Agreement.
Additionally, the Company agrees to discharge and release the Officer and
the Officers heirs from any claims, demands, and/or causes of action whatsoever,
presently known or unknown, that are based upon facts occurring prior to the
date of this Agreement, including, but not limited to, any claim, matter or
action related to the Officer's employment and/or affiliation with, or
termination and separation from the Company; provided that such release shall
not release the Officer from any loan or advance by the Company or any of its
subsidiaries, any act that would constitute "Cause" under the Officer's
Retention Agreement or a breach under Section 9(b), 11 or 13(e) of the Officer's
Retention Agreement.
4. This Agreement is not an admission by either the Officer or the Company
of any wrongdoing or liability.
5. The Officer waives any right to reinstatement or future employment with
the Company following the Officer's separation from the Company on the
Termination Date.
6. The Officer agrees not to engage in any act after execution of the
Separation and Release Agreement that is intended, or may reasonably be expected
to harm the reputation, business, prospects or operations of the Company, its
officers, directors, stockholders or employees. The Company further agrees that
it will engage in no act which is intended, or may reasonably be expected to
harm the reputation, business or prospects of the Officer. This paragraph shall
not prohibit either party from cooperating with government agencies.
7. The Officer shall continue to be bound by Sections 11 and 13(e) of the
Officer's Retention Agreement.
8. The Officer shall promptly return all the Company property in the
Officer's possession, including, but not limited to, the Company keys, credit
cards, cellular phones, computer equipment, software and peripherals and
originals or copies of books, records, or other information pertaining to the
Company business. The Officer shall return any leased or Company car at the
expiration of the Consulting Period (as defined in the Officer's Retention
Agreement).
9. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey, without reference to the principles of
conflict of laws. Exclusive jurisdiction with respect to any legal proceeding
brought concerning any subject matter contained in this Agreement shall be
settled by arbitration as provided in the Officer's Retention Agreement.
10.This Agreement (including Exhibit "A" which is attached hereto and made
a part of this Agreement) represents the complete agreement between the Officer
and the Company concerning the subject matter in this Agreement and supersedes
all prior agreements or understandings, written or oral. This Agreement may not
be amended or modified otherwise than
<PAGE>
by a written agreement executed by the parties hereto or their respective
successors and legal representatives.
11.Each of the sections contained in this Agreement shall be enforceable
independently of every other section in this Agreement, and the invalidity or
nonenforceability of any section shall not invalidate or render unenforceable
any other section contained in this Agreement.
12.It is further understood that for a period of 7 days following the
execution of this Agreement in duplicate originals, the Officer may revoke this
Agreement, and this Agreement shall not become effective or enforceable until
the revocation period has expired. No revocation of this Agreement by the
Officer shall be effective unless the Company has received within the 7-day
revocation period, written notice of any revocation, all monies received by the
Officer under this Agreement and all originals and copies of this Agreement.
13.This Agreement has been entered into voluntarily and not as a result of
coercion, duress, or undue influence. The Officer acknowledges that the Officer
has read and fully understands the terms of this Agreement and has been advised
to consult with an attorney before executing this Agreement. Additionally, the
Officer acknowledges that the Officer has been afforded the opportunity of at
least 21 days to consider this Agreement.
The parties to this Agreement have executed this Agreement as of the day
and year first written above.
TOYS "R" US, INC.
By:
-------------------------------
Name:
Titles
----------------------------------
Michael Shannon