Sample Business Contracts

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

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                                                                     May 6, 1999

Gregory R. Staley
286 Autumn Terrace
Franklin Lakes, New Jersey  07417

Dear Mr. Staley:

      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


                                                     TOYS "R" US, INC.

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


/s/ Gregory R. Staley
    Gregory R. Staley