Amendment to Toys "R" Us, Inc. Management Deferred Compensation Plan (June 14, 2005)

Contract Categories: Human Resources › Retirement Agreements
Summary

This amendment, executed by Toys "R" Us, Inc., modifies the company's Management Deferred Compensation Plan in connection with its merger with Global Toys Acquisition, LLC and Global Toys Acquisition Merger Sub, Inc. The amendment accelerates the vesting of all accounts and terminates the plan as of the merger's effective time. All plan balances will be distributed to participants within 15 days after the merger closes. The amendment is authorized by the company's Compensation and Organizational Development Committee and signed by an executive officer.

Read More Arrow
EX-10.2 3 toyex10-2_061405.htm TOYS "R" US, INC. EXHIBIT 10.2 JUNE 14, 2005 TOYS "R" US, INC. EXHIBIT 10.2 June 14, 2005

Exhibit 10.2

 

AMENDMENT TO THE TOYS 'R' US, INC. MANAGEMENT DEFERRED COMPENSATION PLAN
 
          WHEREAS, on March 17, 2005, the Company entered into an Agreement and Plan of Merger with Global Toys Acquisition, LLC, and Global Toys Acquisition Merger Sub, Inc. (the "Merger Agreement"); and
 
          WHEREAS, Section 6.15 of the Merger Agreement provides that at or prior to the Effective Time as defined in the Merger Agreement, the Company shall accelerate the vesting under and provide for the termination and, no later than fifteen (15) days following the Closing Date (as defined under the Merger Agreement), distribution of all amounts under the Toys "R" Us, Inc. Management Deferred Compensation Plan (the "Plan");
 
          WHEREAS, pursuant to Section 10 of the Plan, the Compensation and Organizational Development Committee of the Board of Directors of the Company has authorized the following amendment and termination of the Plan;
 
          NOW THEREFORE, the Plan is hereby amended as follows, effective as of the date indicated:
 
     1. There is hereby added a new Section 13 to read as follows:
 
          "13.     Accelerated Vesting and Plan Termination. On March 17, 2005, the Company entered into an Agreement and Plan of Merger with Global Toys Acquisition, LLC, and Global Toys Acquisition Merger Sub, Inc. (the "Merger Agreement"). Section 6.15 of the Merger Agreement provides that at or prior to the Effective Time (as defined in the Merger Agreement), the Company shall accelerate the vesting under and provide for the termination and distribution of all amounts under the Plan. Accordingly, in order to give effect to the Merger Agreement, (i) as of the Effective Time, all accounts, awards, deferrals, and contributions of any type whatsoever under the Plan shall become fully vested as of the Effective Time; and (ii) the Plan shall terminate as of the Effective Time and, as part of that termination, all accounts under the Plan shall be distributed to Participants hereunder (whether or not then in pay status) no later than 15 days following the Closing Date (as defined under the Merger Agreement)."
 
     2. This Amendment shall be effective as of the date indicated below. Except as amended herein, the Plan shall continue in full force and effect.
 
          IN WITNESS WHEREOF, the undersigned Officer of the Company has caused this instrument to be executed this 9th day of June, 2005.

 

                                          

                               

      

                                                  

                                          

                               

      

                                                  

                                          

                               

      

Toys “R” Us, Inc.

                                          

                               

      

(Registrant)                                      

                                          

                               

      

                                                  

                               

By:   

/s/ Deborah M. Derby       

                                          

                               

Name:   

Deborah M. Derby

                               

Title:   

Executive Vice President -

                               

Human Resources