Amendment to Toys “R” Us, Inc. 2005 Management Equity Plan Options for Employee

Summary

This document is an amendment from Toys “R” Us, Inc. to an employee regarding their stock options granted under the 2005 Management Equity Plan. The amendment extends the expiration date of the employee’s stock options from July 21, 2015, to August 6, 2017. All other terms of the original option grant remain unchanged, and the options are fully vested. The amendment was approved by the Board of Directors and became effective automatically on November 14, 2013, without requiring the employee’s consent.

EX-10.31 2 tru201310k-ex1031.htm AMENDMENT TO INITIAL TOYS "R" US, INC. 2005 MANAGEMENT EQUITY PLAN OPTIONS TRU.2013.10K-Ex10.31

Exhibit 10.31

[To be printed on Toys “R” Us Letterhead]

DATE:
TO:
FROM: Edward T. Redling, Vice President Total Rewards
SUBJECT: Amendment to Initial MEP Options


You currently hold outstanding options to purchase _________ shares of common stock of
Toys “R” Us, Inc. that were granted to you on July 21, 2005 pursuant to the Toys “R” Us, Inc. 2005 Amended and Restated Management Equity Plan. These options, which were scheduled to expire on July 21, 2015 (the “Initials MEP Options”), are currently “underwater” (i.e., the grant price of $______ exceeds the current $________Fair Market Value of the Company’s stock).

In recognition of your long service and dedication to the Company as well as your expected future contributions to our success, the Board of Directors has approved an amendment to your Initial MEP Options to extend the expiration date to August 6, 2017. Because this amendment is favorable to you, it does not require your consent and became effective automatically as of November 14, 2013. Your Initial MEP Options remain fully vested, and the other terms of your Initial MEP Option remain unchanged.

If you have any questions about this change, please contact Jennifer Sansone at
973-617-_________.