Common use of Net Settlement Clause in Contracts

Net Settlement. Notwithstanding any provision of the Severance Plan to the contrary, if any Time-Vesting Equity Awards (as defined in the Severance Plan) for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan (including upon the Separation Date) constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, because Executive is retirement eligible under the terms of the agreements governing such Time-Vesting Equity Awards, then the restricted stock units subject to such Time-Vesting Equity Awards shall be vested as of the Separation Date, but the Shares underlying such restricted stock units shall be delivered to Executive on the date(s) the restricted stock units subject to such Time-Vesting Equity Awards would have otherwise vested, as provided in the grant notice attached to the award agreement pursuant to which the applicable Time-Vesting Equity Awards were granted and not in accordance with the rules governing such delivery that are set forth in clause (A) of Section 5.1(h)(i) of the Severance Plan; provided, that, for the avoidance of doubt, the Shares underlying the restricted stock units subject to the Time-Vesting Equity Award granted to Executive as of March 3, 2020 for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan shall be delivered to Executive on the dates set forth in Section 5.1(h) of the Severance Plan. In addition, Shares underlying the restricted stock units subject to the time-vesting Special Award Agreement for which vesting is accelerated to the Separation Date shall be delivered to Executive on December 1, 2023. The Company hereby acknowledges and agrees that any and all applicable federal, state and local income, employment, payroll and other withholding and tax obligations related to the Equity Awards (including the restricted stock units subject to the Special Award Agreements) (beyond those which have already been fulfilled) shall be satisfied by using a net settlement mechanism whereby the Company will withhold a number of Shares that would otherwise be issued to Executive as permitted under the terms of the applicable equity-based plans. Subject to its legal and regulatory obligations, the Company will reasonably cooperate with Executive regarding any tax issues, including (i) seeking a refund or offset for the Company’s prior withholding of taxes pre-paid on unvested restricted stock units subject to Equity Awards (including the restricted stock units subject to the Special Award Agreements) that Executive will not receive and (ii) Executive’s effort to obtain a refund of certain Philadelphia wage taxes; it being understood by Executive that he remains solely responsible for his own taxes and this sentence in no way implies any tax indemnity to Executive from the Company.

Net Settlement. Notwithstanding (a) For each Quarterly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated by Schedule 2.3. The Net Settlement shall account for (i) premiums collected each calendar quarter, (ii) claims or settlements for any provision benefits paid, (iii) commissions paid, (iv) administrative expenses and (v) the Modco Reserve Adjustment. (b) Ceding Company shall provide Reinsurer with all information in its possession necessary to prepare the Net Settlement determinations in accordance with Schedule 2.3 no later than the tenth (10th) Business Day after the end of such Quarterly Accounting Period. Reinsurer shall then provide Ceding Company with reports detailing the Net Settlement determinations by the later of (i) the tenth (10th) Business Day after receipt from Ceding Company of the Severance Plan to the contrary, if any Time-Vesting Equity Awards (as defined information described in the Severance Planimmediately preceding sentence or (ii) for which vesting is accelerated pursuant to Section 5.1(hthe twentieth (20th) Business after the end of such Quarterly Accounting Period. (c) If a Net Settlement report reflects a balance due a Party, the amount(s) shown as due shall be paid by the other Party within ten (10) Business Days of the Severance Plan (including upon the Separation Date) constitute nonqualified deferred compensation subject to Section 409A delivery of the Internal Revenue Code report. Any dispute over any amount shown on a Net Settlement report that cannot be amicably resolved by the Parties shall be resolved by the procedures set forth in Section 9.1. (d) If there is a delayed settlement of 1986any payment due hereunder, as amendedinterest will accrue at an annual rate equal to five percent (5%). For the purposes of this Section, because Executive a payment will be considered overdue, and such interest will begin to accrue, on the date which is retirement eligible ten (10) Business Days after the date such payment is due. Notwithstanding the foregoing, it is understood that payments to be made to Reinsurer hereunder shall be funded by corresponding withdrawals and releases of funds maintained in the SHIP Trust and Ceding Company shall not be required to advance any funds independently from its own account in respect of payment to be made to Reinsurer hereunder. If, without a breach by Ceding Company of its obligations hereunder, a delayed settlement under the terms of this Agreement is attributable in whole or in part to a delay in the agreements governing such Time-Vesting Equity Awardseffectiveness of any related withdrawal from the SHIP Trust, then the restricted stock units subject to such Time-Vesting Equity Awards shall be vested as of the Separation Date, but the Shares underlying such restricted stock units shall be delivered to Executive on the date(s) the restricted stock units subject to such Time-Vesting Equity Awards would have otherwise vested, as provided in the grant notice attached to the award agreement pursuant to which the applicable Time-Vesting Equity Awards were granted and not in accordance with the rules governing such delivery that are set forth in clause (A) of Section 5.1(h)(i) of the Severance Plan; provided, that, for the avoidance of doubt, the Shares underlying the restricted stock units subject to the Time-Vesting Equity Award granted to Executive as of March 3, 2020 for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan shall be delivered to Executive on the dates set forth in Section 5.1(h) of the Severance Plan. In addition, Shares underlying the restricted stock units subject to the time-vesting Special Award Agreement for which vesting is accelerated to the Separation Date shall be delivered to Executive on December 1, 2023. The Company hereby acknowledges and agrees that any and all applicable federal, state and local income, employment, payroll and other withholding and tax obligations related to the Equity Awards (including the restricted stock units subject to the Special Award Agreements) (beyond those which have already been fulfilled) shall be satisfied by using a net settlement mechanism whereby the Company will withhold a number of Shares that would otherwise be issued to Executive as permitted under the terms of the applicable equity-based plans. Subject to its legal and regulatory obligations, the Company will reasonably cooperate with Executive regarding any tax issues, including (i) seeking a refund or offset for the Company’s prior withholding of taxes pre-paid on unvested restricted stock units subject to Equity Awards (including the restricted stock units subject to the Special Award Agreements) that Executive delayed payment will not receive be considered overdue and shall not constitute a breach by Ceding Company of its obligations hereunder and interest will not begin to accrue, until the fourth (ii4th) Executive’s effort to obtain a refund of certain Philadelphia wage taxes; it being understood by Executive that he remains solely responsible for his own taxes and this sentence in no way implies any tax indemnity to Executive Business Day after the corresponding withdrawal from the SHIP Trust is received by Ceding Company.

Net Settlement. Notwithstanding any provision In the event it has been determined necessary by the Company in order to avoid an additional compensation expense with respect to the Put Right for the Puttable Options, the Participant may be required by the Company, upon prior written approval of the Severance Plan Committee, to exercise, on one occasion, the contraryPuttable Options then held by the Participant and/or one or more transferees of the Participant, if any Time-Vesting Equity Awards (as defined in the Severance Plan) for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan (including upon the Separation Date) constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986any, as amended, because Executive is retirement eligible under the terms of the agreements governing such Time-Vesting Equity Awards, then the restricted stock units subject to such Time-Vesting Equity Awards shall be vested as of the Separation Date, but the Shares underlying such restricted stock units shall be delivered to Executive on the date(s) the restricted stock units subject to such Time-Vesting Equity Awards would have otherwise vested, as provided in the grant notice attached to the award agreement pursuant to which the applicable Time-Vesting Equity Awards were granted and not in accordance with the rules governing such delivery that are set forth in clause (A) of Section 5.1(h)(i) of the Severance Plan; provided, that, for the avoidance of doubt, the Shares underlying the restricted stock units subject to the Time-Vesting Equity Award granted to Executive as of March 3, 2020 for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan shall be delivered to Executive on the dates set forth in Section 5.1(h) of the Severance Plan. In addition, Shares underlying the restricted stock units subject to the time-vesting Special Award Agreement for which vesting is accelerated to the Separation Date shall be delivered to Executive on December 1, 2023. The Company hereby acknowledges and agrees that any and all applicable federal, state and local income, employment, payroll and other withholding and tax obligations related to the Equity Awards (including the restricted stock units subject to the Special Award Agreements) (beyond those which have already been fulfilled) shall be satisfied by using a net settlement mechanism exercise method whereby the Company will withhold a number of Shares that would otherwise be issued received upon the exercise of the Initial Option shall be reduced by that number of Shares (i) having an aggregate Fair Market Value equal to Executive as permitted under the terms sum of the aggregate exercise price for such Puttable Options, plus (ii) the number of Shares having an aggregate Fair Market Value equal to the aggregate amount of the applicable equity-based planswithholding taxes which the Company is required to withhold in respect of the income recognized as a consequence of the exercise of the Puttable Options, and the remaining Shares received upon such exercise shall be subject to repurchase upon delivery of a Put Notice during the thirty (30) day period following the date on which such Shares have been held the Participant or one or more transferees of the Participant for at least six (6) months, and otherwise in accordance with this Section 3 (including, without limitation, Section 3(d)). Subject to its legal This Separation and regulatory obligationsRelease Agreement (“Agreement”) is entered into as of this day of , 20 , between TOYS “R” US, INC. and any successor thereto (collectively, the “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”). Executive and the Company will reasonably cooperate agree as follows: 1. The employment relationship between Executive and the Company and its subsidiaries and affiliates, as applicable, terminated on (the “Termination Date”). 2. In accordance with Executive’s Employment Agreement, Executive regarding is entitled to receive certain payments and benefits after the Termination Date. 3. In consideration of the above, the sufficiency of which Executive hereby acknowledges, Executive, on behalf of Executive and Executive’s heirs, executors and assigns, hereby releases and forever discharges the Company and its members, parents, affiliates, subsidiaries, divisions, any tax issuesand all current and former directors, officers, employees, agents, and contractors and their heirs and assigns (but with respect to such persons only in such capacity as relates to the Company and its subsidiaries and affiliates), and any and all employee pension benefit or welfare benefit plans of the Company, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans, from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any claims Executive may have arising from or relating to Executive’s employment or termination from employment with the Company and its subsidiaries and affiliates, as applicable, including a release of any rights or claims Executive may have under Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991 (iwhich prohibit discrimination in employment based upon race, color, sex, religion, and national origin); the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Family and Medical Leave Act of 1993 (which prohibits discrimination based on requesting or taking a family or medical leave); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3) seeking of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee Retirement Income Security Act of 1974, as amended (which prohibits discrimination with regard to benefits); any other federal, state or local laws against discrimination; or any other federal, state, or local statute, or common law relating to employment, wages, hours, or any other terms and conditions of employment. This includes a refund release by Executive of any claims for wrongful discharge, breach of contract, torts or offset any other claims in any way related to Executive’s employment with or resignation or termination from the Company and its subsidiaries and affiliates, as applicable. This release also includes a release of any claims for age discrimination under the Age Discrimination in Employment Act, as amended (“ADEA”). The ADEA requires that Executive be advised to consult with an attorney before Executive waives any claim under ADEA. In addition, the ADEA provides Executive with at least 21 days to decide whether to waive claims under ADEA and seven days after Executive signs the Agreement to revoke that waiver. This release does not release the Company from any obligations due to Executive under Executive’s Employment Agreement or under this Agreement, any rights Executive has under the Equity Documents (as defined in the Employment Agreement), any rights Executive has to indemnification and advancement of expenses by the Company or any of its subsidiaries or affiliates and any vested rights Executive has under the Company’s prior withholding of taxes pre-paid on unvested restricted stock units subject to Equity Awards (including the restricted stock units subject to the Special Award Agreements) that Executive will not receive employee pension benefit and (ii) Executive’s effort to obtain a refund of certain Philadelphia wage taxes; it being understood by Executive that he remains solely responsible for his own taxes and this sentence in no way implies any tax indemnity to Executive from the Companywelfare benefit plans.

Net Settlement. Notwithstanding any provision In the event it has been determined necessary by the Company in order to avoid an additional compensation expense with respect to the Put Right for the Puttable Options, the Participant may be required by the Company, upon prior written approval of the Severance Plan Committee, to exercise, on one occasion, the contraryPuttable Options then held by the Participant and/or one or more transferees of the Participant, if any Time-Vesting Equity Awards (as defined in the Severance Plan) for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan (including upon the Separation Date) constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986any, as amended, because Executive is retirement eligible under the terms of the agreements governing such Time-Vesting Equity Awards, then the restricted stock units subject to such Time-Vesting Equity Awards shall be vested as of the Separation Date, but the Shares underlying such restricted stock units shall be delivered to Executive on the date(s) the restricted stock units subject to such Time-Vesting Equity Awards would have otherwise vested, as provided in the grant notice attached to the award agreement pursuant to which the applicable Time-Vesting Equity Awards were granted and not in accordance with the rules governing such delivery that are set forth in clause (A) of Section 5.1(h)(i) of the Severance Plan; provided, that, for the avoidance of doubt, the Shares underlying the restricted stock units subject to the Time-Vesting Equity Award granted to Executive as of March 3, 2020 for which vesting is accelerated pursuant to Section 5.1(h) of the Severance Plan shall be delivered to Executive on the dates set forth in Section 5.1(h) of the Severance Plan. In addition, Shares underlying the restricted stock units subject to the time-vesting Special Award Agreement for which vesting is accelerated to the Separation Date shall be delivered to Executive on December 1, 2023. The Company hereby acknowledges and agrees that any and all applicable federal, state and local income, employment, payroll and other withholding and tax obligations related to the Equity Awards (including the restricted stock units subject to the Special Award Agreements) (beyond those which have already been fulfilled) shall be satisfied by using a net settlement mechanism exercise method whereby the Company will withhold a number of Shares that would otherwise be issued received upon the exercise of the Initial Option shall be reduced by that number of Shares (i) having an aggregate Fair Market Value equal to Executive as permitted under the terms sum of the aggregate exercise price for such Puttable Options, plus (ii) the number of Shares having an aggregate Fair Market Value equal to the aggregate amount of the applicable equity-based planswithholding taxes which the Company is required to withhold in respect of the income recognized as a consequence of the exercise of the Puttable Options, and the remaining Shares received upon such exercise shall be subject to repurchase upon delivery of a Put Notice during the thirty (30) day period following the date on which such Shares have been held the Participant or one or more transferees of the Participant for at least six (6) months, and otherwise in accordance with this Section 3 (including, without limitation, Section 3(d)). Subject to its legal EXHIBIT C SEPARATION AND RELEASE AGREEMENT This Separation and regulatory obligationsRelease Agreement (“Agreement”) is entered into as of this day of , 20 , between TOYS “R” US, INC. and any successor thereto (collectively, the “Company”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”). Executive and the Company will reasonably cooperate agree as follows: 1. The employment relationship between Executive and the Company and its subsidiaries and affiliates, as applicable, terminated on (the “Termination Date”). 2. In accordance with Executive’s Employment Agreement, Executive regarding is entitled to receive certain payments and benefits after the Termination Date. 3. In consideration of the above, the sufficiency of which Executive hereby acknowledges, Executive, on behalf of Executive and Executive’s heirs, executors and assigns, hereby releases and forever discharges the Company and its members, parents, affiliates, subsidiaries, divisions, any tax issuesand all current and former directors, officers, employees, agents, and contractors and their heirs and assigns (but with respect to such persons only in such capacity as relates to the Company and its subsidiaries and affiliates), and any and all employee pension benefit or welfare benefit plans of the Company, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans, from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any claims Executive may have arising from or relating to Executive’s employment or termination from employment with the Company and its subsidiaries and affiliates, as applicable, including a release of any rights or claims Executive may have under Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991 (iwhich prohibit discrimination in employment based upon race, color, sex, religion, and national origin); the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Family and Medical Leave Act of 1993 (which prohibits discrimination based on requesting or taking a family or medical leave); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3) seeking of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee Retirement Income Security Act of 1974, as amended (which prohibits discrimination with regard to benefits); any other federal, state or local laws against discrimination; or any other federal, state, or local statute, or common law relating to employment, wages, hours, or any other terms and conditions of employment. This includes a refund release by Executive of any claims for wrongful discharge, breach of contract, torts or offset any other claims in any way related to Executive’s employment with or resignation or termination from the Company and its subsidiaries and affiliates, as applicable. This release also includes a release of any claims for age discrimination under the Age Discrimination in Employment Act, as amended (“ADEA”). The ADEA requires that Executive be advised to consult with an attorney before Executive waives any claim under ADEA. In addition, the ADEA provides Executive with at least 21 days to decide whether to waive claims under ADEA and seven days after Executive signs the Agreement to revoke that waiver. This release does not release the Company from any obligations due to Executive under Executive’s Employment Agreement or under this Agreement, any rights Executive has under the Equity Documents (as defined in the Employment Agreement), any rights Executive has to indemnification and advancement of expenses by the Company or any of its subsidiaries or affiliates and any vested rights Executive has under the Company’s prior withholding of taxes pre-paid on unvested restricted stock units subject to Equity Awards (including the restricted stock units subject to the Special Award Agreements) that Executive will not receive employee pension benefit and (ii) Executive’s effort to obtain a refund of certain Philadelphia wage taxes; it being understood by Executive that he remains solely responsible for his own taxes and this sentence in no way implies any tax indemnity to Executive from the Companywelfare benefit plans.