UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

                                On February 9, 2011, GameStop Corp. (the “Company”) entered into amendments to its Executive Employment Agreements with R. Richard Fontaine, Chairman, International, Daniel A. DeMatteo, Executive Chairman, J. Paul Raines, Chief Executive Officer, Tony D. Bartel, President, and Robert A. Lloyd, Executive Vice President & Chief Financial Officer, to eliminate the right of each executive to terminate his employment agreement as a result of a change-in-control of the Company.  The amendments also eliminated the automatic renewal provision of each agreement, except in the case of Mr. Fontaine, whose agreement does not contain an automatic renewal provision.

                                The amendments are included as Exhibits 10.1 through 10.5 of this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit                             Description

THIRD AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

            THIS THIRD AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between R. Richard Fontaine (“Executive”) and GameStop Corp. (the “Company”), as amended as of April 5, 2010 and June 2, 2010 (such agreement, as previously amended, the “Original Agreement”).  (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

            WHEREAS, the Parties desire to modify the Original Agreement as provided below;

            NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1.         Termination by Executive Following a Change in Control.  Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety.  As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

2.         Miscellaneous.  Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

            IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

THIRD AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

            THIS THIRD AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between Daniel A. DeMatteo (“Executive”) and GameStop Corp. (the “Company”), as amended as of April 5, 2010 and June 2, 2010 (such agreement, as previously amended, the “Original Agreement”).  (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

            WHEREAS, the Parties desire to modify the Original Agreement as provided below;

            NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1.         Term of Employment.  The second sentence of Section 2 of the Original Agreement, which provides for annual renewal of the Agreement following the expiration of the term (including any renewal term), is hereby deleted in its entirety.

2.         Termination by Executive Following a Change in Control.  Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety.  As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

3.         Miscellaneous.  Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

            IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

SECOND AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

            THIS SECOND AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between Paul Raines (“Executive”) and GameStop Corp. (the “Company”), as amended as of June 2, 2010 (such agreement, as previously amended, the “Original Agreement”).  (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

            WHEREAS, the Parties desire to modify the Original Agreement as provided below;

            NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1.         Term of Employment.  The second sentence of Section 2 of the Original Agreement, which provides for annual renewal of the Agreement following the expiration of the term (including any renewal term), is hereby deleted in its entirety.

2.         Termination by Executive Following a Change in Control.  Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety.  As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

3.         Miscellaneous.  Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

            IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

SECOND AMENDMENT TO

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

            THIS SECOND AMENDMENT, dated as of February 9, 2011, to Amended and Restated Executive Employment Agreement, dated as of December 31, 2008, between Tony Bartel (“Executive”) and GameStop Corp. (the “Company”), as amended as of June 2, 2010 (such agreement, as previously amended, the “Original Agreement”).  (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

            WHEREAS, the Parties desire to modify the Original Agreement as provided below;

            NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1.         Term of Employment.  The second sentence of Section 2 of the Original Agreement, which provides for annual renewal of the Agreement following the expiration of the term (including any renewal term), is hereby deleted in its entirety.

2.         Termination by Executive Following a Change in Control.  Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety.  As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

3.         Miscellaneous.  Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

            IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

            THIS AMENDMENT, dated as of February 9, 2011, to Executive Employment Agreement, dated as of June 2, 2010, between Robert Lloyd (“Executive”) and GameStop Corp. (the “Company”) (such agreement, the “Original Agreement”).  (Defined terms used herein shall have the respective meanings ascribed thereto in the Original Agreement.)

            WHEREAS, the Parties desire to modify the Original Agreement as provided below;

            NOW, THEREFORE, the Parties hereby agree that the Original Agreement shall be modified as follows:

1.         Term of Employment.  The second sentence of Section 2 of the Original Agreement, which provides for annual renewal of the Agreement following the expiration of the term (including any renewal term), is hereby deleted in its entirety.

2.         Termination by Executive Following a Change in Control.  Section 4(f) of the Original Agreement, which entitles the Executive to terminate his employment following a Change in Control, is hereby deleted in its entirety.  As a result, (a) clause (ii) in Section 5(b), which reads “other than by the CIC Termination Date following a Change in Control”, and clause (ii) in Section 5(c), which reads “Executive terminates his employment by the CIC Termination Date following a Change in Control”, are hereby deleted and replaced by “[reserved]”, and (b) the words “or by the CIC Termination Date following a Change in Control” in Section 6 are hereby deleted.

3.         Miscellaneous.  Except as modified by this Amendment mutatis mutandis, all terms and conditions set forth in the Original Agreement shall continue to apply and remain unchanged and in full force and effect, and any reference in the Original Agreement to “this Agreement” shall mean the Original Agreement as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

            IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.