EX-10.45







	 	 	 	 	 



Exhibit 10.45




TOYS “R” US, INC.




Amendment No. 1 to the Employment Agreement

with Richard Ruppert




          This Amendment No. 1 to the Employment Agreement dated as of October 31, 2006 (the
“Agreement”) between Toys “R” Us, Inc. (the “Company”) and Richard Ruppert (“Executive”) is made
this 24th day of October 2008.




          The Executive Committee of the Board of Directors of the Company and Executive have determined
that it is in their best interests to amend the Agreement to include special provisions intended to
ensure compliance with Internal Revenue Code Section 409A relating to deferred compensation. In
consideration of the mutual covenants contained herein and the continued employment of Executive by
the Company, the parties agree as follows:





	 	1.	 	Bonus Payment Timing. The Agreement is hereby amended by adding the following
sentences to the end of Section 4:
	 
	 	 	 	“The Annual Bonus, if any, shall be paid to Executive not later than two and one half (21/2)
months after the end of the applicable fiscal year of the Company.”
	 
	 	2.	 	Post-Termination Health Coverage. The Agreement is hereby amended by adding
the following sentences to the end of Section 7(c)(iii)(E):
	 
	 	 	 	“To the extent that any portion of the medical, dental and life insurance coverage under
this Section 7(c)(iii)(E) during the period of coverage is provided pursuant to a
self-insured arrangement as defined in Internal Revenue Code Section 105 or is otherwise
taxable, the benefits provided in any one calendar year shall not affect the amount of
benefits to be provided in any other calendar year, and the reimbursement of an eligible
expense must be made no later than December 31 of the year after the year in which the
expense was incurred. Executive’s rights pursuant to this Section 7(c)(iii)(E) shall not be
subject to liquidation or exchange for another benefit.”
	 
	 	3.	 	Cooperation. The Agreement is hereby amended by adding the following sentences
to the end of Section 12(j):
	 
	 	 	 	“If Executive is entitled to be paid or reimbursed for any expenses under this Section
12(j), the amount reimbursable in any one calendar year shall not affect the amount
reimbursable in any other calendar year, and the reimbursement of an eligible expense must
be made no later than December 31 of the year after the year in which the expense was
incurred. Executive’s rights to payment or reimbursement of expenses pursuant to this
Section 12(j) shall expire at the end of 20 years after the Execution Date and shall not be
subject to liquidation or exchange for another benefit.”
	 
	 	4.	 	Section 409A. The Agreement is hereby amended by adding the following
sentences to the beginning of Section 12(m):
	 
	 	 	 	“This Agreement shall be interpreted and administered in a manner so that any amount or
benefit payable hereunder shall be paid or provided in a manner that is either exempt from
or 




 









 






	 	 	 	compliant with the requirements Section 409A of the Code and applicable advice and
regulations issued thereunder. Notwithstanding anything in this Agreement to the contrary,
to the extent that any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable under the Agreement by
reason of Executive’s termination of employment, such amount or benefit will not be payable
or distributable to Executive by reason of such circumstance unless (i) the circumstances
giving rise to such termination of employment meet any description or definition of
“separation from service” in Section 409A of the Code and applicable regulations (without
giving effect to any elective provisions that may be available under such definition), or
(ii) the payment or distribution of such amount or benefit would be exempt from the
application of Section 409A of the Code by reason of the short-term deferral exemption or
otherwise. This provision does not prohibit the vesting of any amount upon a termination of
employment, however defined. If this provision prevents the payment or distribution of any
amount or benefit, such payment or distribution shall be made on the next earliest payment
or distribution date or event specified in the Agreement that is permissible under Section
409A.
	 
	 	 	 	Whenever in this Agreement the provision of a payment or benefit is conditioned on
Executive’s execution and non-revocation of a release of claims, such release must be
executed, and all revocation periods shall have expired, within 60 days after the date of
termination of Executive’s employment, but the Company may elect to commence payment at any
time during such 60-day period.
	 
	 	 	 	If any amount or benefit that would constitute non-exempt “deferred compensation” for
purposes of Section 409A of the Code would otherwise be payable or distributable under this
Agreement by reason of the Executive’s separation from service during a period in which he
is a “specified employee” (as defined in Code Section 409A and applicable regulations), then
payment or commencement of such non-exempt amounts or benefits shall be delayed until the
earlier of the Executive’s death or the first day of the seventh month following the
Executive’s separation from service.”





          Except as expressly amended hereby, the terms of the Agreement shall be and remain unchanged
and the Agreement as amended hereby shall remain in full force and effect.




          IN WITNESS WHEREOF, the Company and Executive have caused this Amendment to be duly executed.




	 	 	 	 	 
	 	TOYS “R” US, INC.

 	 
	 	By:  	/s/ Richard Cudrin
 	 
	 	 	 	 
	 	 	 
	 	                                   /s/ Richard Ruppert
 	 
	 	RICHARD RUPPERT 	 
	 	 	 



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