Retention Agreement [Amendment] - Toys R Us Inc. and Gregory R. Staley
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 indicated. Sincerely, TOYS "R" US, INC. SO AGREED: By: /s/ John H. Eyler Jr. /s/ Gregory R. Staley -------------------------- ----------------------------------- John H. Eyler, Jr. Gregory R. Staley