exv10w03



 



Exhibit 10.03


The following Indemnity Agreement is
identical in terms for all members of the Company's Board of
Directors. The current Directors to which this Indemnity Agreement
applies are as
follows:




	 	 	 
	Maynard L. Jenkins Jr.

James G. Bazlen

James O. Egan

Morton Godlas

Terilyn A. Henderson

Charles K. Marquis

Simon Moore	 	
Christopher J. Stadler

Savio W. Tung







The Indemnity Agreement also was
previously executed with the following former directors who resigned
during the third quarter or subsequent to the end of the third
quarter ended November 3, 2002:




	 	 	 
	Frederick Rowan

Robert Smith

Jules Trump

Eddie Trump







 






 


Exhibit 10.03


INDEMNITY AGREEMENT


     AGREEMENT dated as of                , 20XX by and between CSK AUTO
CORPORATION, a Delaware corporation (the “Corporation”), and the undersigned
(the “Indemnitee”).


RECITALS


     The Indemnitee is a director and/or officer of the Corporation and/or an
Affiliate Indemnitee (as hereafter defined). Both the Corporation and the
Indemnitee recognize the increased risk of litigation and other claims being
asserted against directors and officers in today’s environment.


     Article VIII of the Restated Certificate of Incorporation of the
Corporation requires the Corporation to indemnify its directors and officers as
currently provided therein, and the Indemnitee has been serving and continues
to serve as a director and/or officer of the Corporation in part in reliance on
such provision. The Restated Certificate of Incorporation of the Corporation
permits the Corporation to purchase and maintain insurance or to furnish
similar protection or make other arrangements (any such insurance, protection
or arrangement, an “Indemnification Arrangement”) on behalf of the Indemnitee
against personal liability (including, but not limited to, providing for
Advanced Amounts as hereafter defined), asserted against him or incurred by or
on behalf of him in such capacity as a director or officer of the Corporation
or as an Affiliate Indemnitee, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of this Agreement or under the Delaware General
Corporation Law (the “DGCL”), as it may then be in effect.


     In part to provide the Indemnitee with specific contractual assurance of
substantial protection against personal liability (regardless of, among other
things, any amendment to or revocation of the aforementioned provisions of the
Corporation’s Restated Certificate of Incorporation or any change in the
composition of the Corporation’s Board of Directors or control of the
Corporation), the Corporation desires to enter into this Agreement. DGCL
Section 145(f) expressly recognized that the indemnification provisions of the
DGCL are not exclusive of any other rights to which a person seeking
indemnification may be entitled under the Certificate of Incorporation or
Bylaws of the Corporation, or an agreement providing for indemnification, or a
resolution of stockholders or directors, or otherwise, and Article VIII of the
Restated Certificate of Incorporation of the Corporation expressly recognizes
that the indemnification provisions of the Restated Certificate of
Incorporation of the Corporation shall be deemed exclusive of, and shall not
affect, any other rights to which a person seeking indemnification may be
entitled under any agreement, and this Agreement is being entered into pursuant
to the Restated Certificate of Incorporation of the Corporation as permitted by
the DGCL as authorized by the stockholders of the Corporation.


     In order to induce the Indemnitee to serve as a director and/or officer of
the Corporation and in consideration of the Indemnitee’s so serving, the
Corporation desires to hold harmless and indemnify the Idemnitee and to make
arrangements pursuant to which the Indemnitee may be advanced or reimbursed
expenses incurred by the Indemitee in certain proceedings, in every case to the
fullest extent authorized or permitted by the DGCL or any other applicable law,
or by any amendment thereof or other statutory provisions authorizing or
permitting such indemnification which are adopted after the date hereof (but,
in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than the DGCL
or other applicable law permitted the Corporation to provide prior to such
amendment).


     NOW THEREFORE, in consideration of the foregoing recitals and of the
Indemnitee’s continuing to serve the Corporation as a director and/or officer,
the parties agrees as follows:


     1.     Indemnification. To the fullest extent allowed by law, the Corporation
shall hold harmless and indemnify the Indemnitee, his executors, administrators
or assigns against any and all expenses, liabilities, and losses (including,
without limitation, investigation expenses and expert witnesses’ and attorney’
fees and expenses, judgements, penalties, fines, and amounts paid or to be paid
in settlement) actually incurred by the Indemnitee (net of any related
insurance proceeds or other amounts received by the Indemnitee or paid by or on
behalf of the Corporation on the Indemnitee’s behalf in compensation of such
expenses, liabilities or losses), in connection with any actual or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which the Indemnitee is a party or is threatened to be made a
party (a “Proceeding”), as a plaintiff, defendant, respondent or otherwise,
based upon, arising from, relating to or by reason of the fact that the
Indemnitee is, was, shall be or shall have been a director and/or officer of
the Corporation or is or was serving, shall serve or shall have served at the
request of the Corporation as a


 






 




director, officer, partner, trustee, fiduciary,
employee or agent (“Affiliate Indemnitee”) of another foreign or domestic
corporation or non-profit corporation, cooperative, partnership, joint venture,
trust, employee benefit plan, or other incorporated or unincorporated
enterprise (each, a “Company Affiliate”); provided, however, that, except as
provided in Section 8(b) hereof, the Corporation shall indemnify the Indemintee
in connection with a Proceeding initiated by the Indemnitee only if such
proceeding (or part thereof) was authorized by a majority vote of the Board of
Directors. The Indemnitee shall be presumed to be entitled to such
indemnification under this Agreement upon submission of a written claim
pursuant to Section 3 hereof. Thereafter, the Corporation shall have the burden
of proof to overcome the presumption that the Indemnitee is so entitled. Such
presumption shall only be overcome by a judgment or other final adjudication
after all appeals and all time for appeals has expired (“Final Determination”)
adverse to the Indemnitee establishing that his acts were committed in bad
faith, or were the results of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that the Indemnitee
personally gained in fact a financial profit or other advantage to which he was
not legally entitled. Neither the failure of the Corporation (including its
Board of Directors, legal counsel, or its stockholders) to have made a
determination prior to the commencement of such Proceeding that indemnification
of the Indemnitee is proper in the circumstances because such person has met
the applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including its Board of Directors, legal
counsel, or its stockholders) that the Indemnitee has not met the applicable
standard of conduct, shall be a defense to the action or create a presumption
that the Indemnitee has not met the applicable standard of conduct. The
purchase, establishment, or maintenance of any Indemnification Arrangement
shall not in any way diminish, restrict, limit or affect the rights and
obligations of the Corporation or of the Indemnitee under this Agreement except
as expressly provided herein, and the execution and delivery of this Agreement
by the Corporation and the Indemnitee shall not in any way diminish, restrict,
limit or affect the Indemnitee’s right to indemnification from the Corporation
or any other party or parties under any other Indemnification Arrangement, the
Certificate of Incorporation or Bylaws of the Corporation or the DGCL.


     2.     Insurance. Subject only to the provisions of this Section 2, as long
as the Indemnitee shall continue to serve as a director and/or officer of the
Corporation (or shall continue at the request of the Corporation to serve as an
Affiliate Indemnitee) and thereafter as long as the Indemnitee shall be subject
to any possible Proceeding by reason of the fact that the Indemnitee was a
director and/or officer of the Corporation (or served in any of said other
capacities), the Corporation will, unless no such policies are available in any
market, purchase and maintain in effect for the benefit of the Indemnitee one
or more valid, binding, and enforceable policies (the “Insurance Policies”) of
directors’ and officers’ liability insurance (“D&O Insurance”) providing
adequate liability coverage for the Indemnitee’s acts as a director and/or
officer of the Corporation or as an Affiliate Indemnitee. The Corporation shall
promptly notify the Indemnitee of any lapse, amendment or failure to renew said
policy or policies or any provisions thereof relating to the extent or nature
of coverage provided thereunder. In the event the Corporation does not purchase
and maintain in effect said policy or policies of D&O Insurance pursuant to the
provision of this Section 2, the Corporation shall, in addition to and not in
limitation of the other rights granted the Indemnitee under this Agreement,
hold harmless and indemnify the Indemnitee to the full extent of coverage which
would otherwise have been provided for the benefit of the Indemnitee pursuant
to the Insurance Policies.


     3.     Claims for Payments. The Indemnitee shall have the right to receive
from the Corporation on demand, or at his option to have the Corporation pay
promptly on his behalf, in advance of a Final Determination of a Proceeding all
amounts payable by the Corporation pursuant to the terms of this Agreement as
corresponding amounts are expended or incurred by the Indemnitee in connection
with any Proceeding or otherwise expended or incurred by the Indemnitee (such
amounts so expended or incurred being referred to as “Advanced Amounts.”) In
making any claim for payment by the Corporation of any amount, including any
Advanced Amount, pursuant to this Agreement, the Indemnitee shall submit to the
Corporation a written request for payment (a “Claim”), which includes a
schedule setting forth in reasonable detail the dollar amount expended (or
incurred or expected to be expended or incurred). Each item on such schedule
shall be supported by the bill, agreement, or other documentation relating
thereto, a copy of which shall be appended to the schedule as an exhibit.


     Where the Indemnitee is requesting Advanced Amounts, the Indemnitee must
also provide an undertaking to repay such Advanced Amounts if a Final
Determination is made that the Indemnitee is not entitled to indemnification
hereunder.


     4.     Section 16(b) Liability. The Corporation shall not be liable under
this Agreement to make any payment in connection with any claim made against
the Indemnitee for an accounting of profits made from the purchase or sale by
the Indemnitee of securities of the Corporation within the meaning of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any state statutory law or common law.


     5.     Continuation of Indemnity. All agreements and obligations of the
Corporation contained herein shall continue during the period the Indemnitee is
a director and/or officer of the Corporation (or is serving at the request of
the Corporation as an Affiliate Indemnitee) and shall continue thereafter so
long as the Indemnitee shall be subject to any possible Proceeding by reason of
the fact that the Indemnitee was a director or officer of the Corporation or
was serving as such an Affiliate Indemnitee.


 






 


     6.     Successors: Binding Agreements. This Agreement shall be binding on and
shall inure to the benefit of and be enforceable by the Corporation’s
successors and assigns and by the Indemnitee’s personal or legal
representatives, executors, administrators, successors, heirs, distributee,
divisees, and legatees. The Corporation shall require any successor or
assignee (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business and/or assets of the
Corporation, by written agreement in form and substance reasonably satisfactory
to the Corporation and to the Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform if no such succession or assignment
had taken place.


     7.     Notification and Defense of Claim. Promptly after receipt by the
Indemnitee of notice of the commencement of any Proceeding, the Indemnitee
shall, if a claim in respect thereof is to be made against the Corporation
under this Agreement, notify the Corporation of the commencement thereof, but
the omission so to notify the Corporation will not relieve the Corporation from
any liability which it may have to the Indemnitee. With respect to any such
Proceeding:



	 	(i)	 	The Corporation shall be entitled to participate therein at its own
expense;
	 
	 	(ii)	 	Except with prior written consent of the Indemnitee, the
Corporation shall not be entitled to assume the defense of any
Proceeding; and
	 
	 	(iii)	 	The Corporation shall not settle any Proceeding in any matter,
which would impose any penalty or limitation on the Indemnitee
without the Indemnitee’s prior written consent.



The Indemnitee shall not settle any Proceeding with respect to which the
Indemnitee has received indemnified amounts or Advanced Amounts without the
Corporation’s prior written consent, nor will the Indemnitee unreasonably
withhold consent to any proposed settlement.


     8.     Enforcement. (a) The Corporation has entered into this Agreement and
assumed the obligations imposed on the Corporation hereby in order to induce
the Indemnitee to act as a director and/or officer of the Corporation or as an
Affiliate Indemnitee, and acknowledges that the Indemnitee is relying upon this
Agreement in continuing in such capacity.


          (b) In the event the Indemnitee has requested payment of any amount under
this Agreement and has not received payment thereof within thirty (30) days of
such request, the Indemnitee may bring any action to enforce rights or collect
moneys due under this Agreement and if the Indemnitee is successful in such
action, the Corporation shall reimburse the Indemnitee for all of the
Indemnitee’s fees and expenses in bringing and pursuing such action. The
Indemnitee shall be entitled to the advancement of such amounts to the full
extent contemplated by Section 3 hereof in connection with such Proceeding.



     9.     Separability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever, (i)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, all portions of any sections or
subsections of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and (ii)
to the fullest extent possible, the provisions of any sections or subsections
of this Agreement containing any such provisions held to be invalid, illegal,
or unenforceable, that are not themselves invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent of the parties that the
Corporation provide protection to the Indemnitee to the fullest enforceable
extent.


     10.     Miscellaneous. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in a writing signed by the Indemnitee and an officer of the Corporation
designated by the Board of Directors. No waiver by either party at any time of
any breach by the other party of, or of compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same time or
at any prior or subsequent time. The validity, interpretation, construction,
and performance of this Agreement shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of laws thereof.
The Indemnitee may bring an action seeking resolution of disputes or
controversies arising under or in any way related to this Agreement in the
state or federal court jurisdiction in which the Indemnitee resides or in which
his place of business is located, and in any related appellate courts, and the
Corporation consents to the jurisdiction of such courts and to such venue.


 






 


     11.     Notices. For the purposes of this Agreement, notices and all other
communications provided for the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:



	 	 	 
	If to the Indemnitee:	 	
To the address set forth

below his signature
	 
	If to the Corporation:	 	
CSK Auto Corporation

645 E. Missouri Avenue

Phoenix, Arizona 85012

Attn: General Counsel



or such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.


     12.     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.


     13.     Effectiveness. This Agreement shall be effective as of the day and
year first above written.


     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the day and year first above written.




	 	 	 	 	 	 
	 	 	CSK AUTO CORPORATION
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Title:
	 	President & Chief Operating Officer
	 	 	 	 	 
	 	 	INDEMNITEE
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Address: