Executive Employment Agreement, dated December 6, 2005



 Exhibit 10.34 
 EMPLOYMENT AGREEMENT 
 This Employment Agreement (“this Agreement”) is made and entered into effective as
of December 6, 2005 (the “Effective Date”), by and between American Tire Distributors, Inc., a Delaware corporation (the “Company”), and David L. Dyckman (“Executive”). 
 The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

 1. Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit
A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company may
assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the
business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board. 
 2. Period of Employment. The period of Executive’s employment by the Company (the “Period of Employment”) shall commence on the
Effective Date and shall continue until terminated pursuant to Section 6 hereof. 
 3. Compensation. 
 3.1 Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as
adjusted from time to time by the Board, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that
the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive. 
 3.2 Performance Based
Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash
bonus program as set forth in Exhibit B. 
 3.3 Taxes. Federal, state, local and other applicable taxes shall be withheld on
all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations. 
 4. Benefits. During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its executive officers;
provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan or program, and (b) Executive acknowledges that
Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof. 







 5. Expenses. Upon presentation of acceptable substantiation therefor, the Company will pay or
reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder. 
 6. Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either the Company or the
Executive upon thirty (30) calendar days’ advance written notice by the terminating party (or immediately upon written notice by the Company in the case of termination by the Company for Cause) and that, upon any such termination, except
as set forth in Section 6.2 hereof, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, bonus and any other benefits to the extent earned and accrued through the date of such
termination). 
 6.1 Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall
terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to the Executive. As used
herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as
Executive performed prior to incurring such incapacity or disability, and incapacity or disability exists for ninety (90) consecutive calendar days. In connection with making such determination, the Company, at its option and expense, shall be
entitled to select and retain a physician to confirm the existence of such incapacity or disability, and the determination made by such physician shall be binding on the parties for the purposes of this Agreement. 
 6.2 Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause (as defined below) or by
Executive for Good Reason (as defined below) and for so long as Executive is in compliance with the terms of this Agreement (including without limitation, Section 7.1), Executive shall be entitled to receive from the Company (i) a monthly
cash severance payment in the amount equal to the sum of Executive’s monthly Base Salary in effect on the date of termination plus $20,833.34 for a period of twelve (12) months from the date of termination, payable in accordance with the
standard policies of the Company and (ii) continued participation at the Company’s expense in the health benefit plan or program maintained by the Company from time to time for a period of twelve (12) months from the date of
termination. As used herein, (a) ”Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has knowingly committed an act involving
dishonesty or bad faith, or has engaged in willful misconduct, in each case which is demonstrably and materially injurious to the Company or any of its subsidiaries; (iii) has materially breached his obligations under Section 7.1 or 7.2
hereof; or (iv) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries; and (b) ”Good Reason” means (i) failure by the Company to pay any material amount owed to Executive
under this Agreement; (ii) a substantial diminution in the status, position and responsibilities of Executive compared with Executive’s status, position and responsibilities with the Company on the Effective Date; or (iii) a reduction
of Executive’s Base Salary as in effect from time to time. In the event that any change in Executive’s status, position and responsibilities is implemented or proposed to be implemented by the Company, then: (A) 

  

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unless Executive provides written notice to the Board within thirty (30) calendar days of being notified of such change or proposed change that
Executive asserts that such change constitutes a “substantial diminution” for purposes of clause (ii) of the definition of Good Reason, such change shall be deemed not to be such a “substantial diminution” and thereafter
Executive’s status, position and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) calendar days thereafter, the Company, in its sole
discretion, rescinds or alters such change, then for purposes of such clause (ii) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the
Company’s right to contest any assertion that Executive may make with respect to any such change. 
 6.3 Release. At the time of
termination of Executive’s employment, Executive agrees to execute a general release in a form provided by the Company whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any
director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any
rights Executive may have under (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive or (iii) any stock purchase or stock option plan or agreement
to which the Company and Executive are parties), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment. 
 6.4 No Further Payments. For the avoidance of doubt and notwithstanding any other provision of this Agreement or any other plan, agreement or
arrangement with the Company or any of its affiliates to the contrary, to the extent any payment or benefit (including non-cash benefits) provided under this Agreement or any other plan, agreement or arrangement with the Company or any of its
affiliates, either alone or together with such other payments and benefits (including non-cash benefits) which Executive receives or is entitled to receive from the Company or any of its affiliates, would result in the Executive being subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), with respect to such payment or benefit, neither the Company nor any of its affiliates shall be obligated to pay any amount to
Executive (or to any other party on behalf of Executive) as a result of, or in respect of, such excise tax. 
 7. Non-Competition;
Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents. 
 7.1 Non-Competition. 
 (a) Executive acknowledges that in the course of Executive’s employment with the Company Executive will become familiar with trade secrets and other
confidential information of the Company and that Executive’s services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for twelve (12) months
thereafter (the “Noncompete Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with any business of the Company
within 

  

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North America and any other geographical area in which the Company then engages in business or engaged in business at any time during Executive’s
employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded so long as Executive has no direct
or indirect active participation in the business of such corporation. 
 (b) During the Noncompete Period, Executive shall not directly or
indirectly (i) induce or attempt to induce any employee of the Company to terminate such employment, or in any way interfere with the employee relationship between the Company and any such employee, (ii) hire any person who is, or at any
time during the Period of Employment was, an employee of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the
relationship between any such person and the Company. 
 7.2 Proprietary Information. Executive agrees that Executive shall not use
for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose to any individual or entity at any time while Executive is employed by the
Company or thereafter any proprietary information of the Company unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is
required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “proprietary information” shall mean: (i) the name or address of any customer, supplier or affiliate of the
Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used
by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company; (iv) any
inventions, innovations, trade secrets or other items covered by Section 7.4 below; and (v) any other information which the Board has determined by resolution and communicated to Executive in writing to be proprietary information for
purposes hereof. However, proprietary information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3 hereof. 
 7.3 Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence,
memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any
proprietary information as defined in Section 7.2 above. 
 7.4 Inventions and Patents. Executive agrees that all inventions,
innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment by the Company
shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company. 
  

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 7.5 Definition of Company. For purposes of this Section 7, the term “Company” shall
include the Company and any and all of its parents, subsidiaries, joint ventures and affiliated entities as the same may exist from time to time; provided that, upon the assignment by the Company of its rights under this Agreement
pursuant to Section 8.7, the term “Company” shall thereafter include only the Company and its subsidiaries and joint ventures. 
 7.6 Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or
the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the
greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America.
Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of
preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement. 
 8.
Miscellaneous. 
 8.1 Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent
by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder or, unless or until such address shall be so furnished,
to the address indicated opposite addressee’s signature to this Agreement. Each party may also provide notice by sending the other party a facsimile at a number provided by such other party. 
 8.2 Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the
Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in
any written waiver under this Section 8.2. 
 8.3 Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of North Carolina (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance
with such law. 
 8.4 Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an
original, but both of which taken together shall constitute one and the same Agreement. 
 8.5 Captions. The captions used herein are
for ease of reference only and shall not define or limit the provisions hereof. 
  

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 8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto
relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters. 
 8.7
Assignment. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time,
whether by purchase, merger or otherwise, directly or indirectly, acquires 80% or more of the stock, assets or business of the Company. 
 8.8 Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws
of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to
this Agreement shall be void. 
 8.9 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement,
including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof, shall be finally settled by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the
American Arbitration Association, as modified herein (“Rules”). There shall be one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days of
respondent’s receipt of claimant’s notice of intention to arbitrate, either party may request the American Arbitration Association to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If
the parties have not agreed upon an arbitrator within ten (10) calendar days of the transmittal date of the list, then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the
remaining names in order of preference, and return the list to the American Arbitration Association, which shall then select an arbitrator in accordance with Rule 13 of the Rules. The place of arbitration shall be New York, New York. By agreeing to
arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration. The arbitration shall be governed by the Federal Arbitration
Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its or his own costs and expenses in any such arbitration and one-half of the arbitrator’s
fees and expenses. 
  

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 IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

  

							
	EXECUTIVE	  	AMERICAN TIRE DISTRIBUTORS, INC., a Delaware corporation
			
	 /S/    DAVID L. DYCKMAN
	  	By:	 	 /S/    RICHARD P. JOHNSON

				
	Name:	 	David L. Dyckman	  	Name:	 	Richard P. Johnson
				
		 		  	Title:	 	Chairman & CEO
		
	 Address for Notices:
	  	Address for Notices:
		
	 12200 Herbert Wayne Ct., Suite 150
	  	American Tire Distributors, Inc.
	 P.O. Box 3145
	  	12200 Herbert Wayne Court, Suite 150
	 Huntersville, NC 28078
	  	P.O. Box 3145
	  
	  	Huntersville, NC 28078
		
	Fax: (704) 947-1919	  	Attention: J. Michael Gaither
			
		 		  	Fax: (704) 947-1919
			
		 		  	With a copy to:
			
		 		  	Investcorp International Inc.
			
		 		  	280 Park Avenue, 36th Floor
			
		 		  	New York, New York 10017
			
		 		  	Attention: Donald Hardie
			
		 		  	Fax: (212) 329-6729
			
		 		  	and
			
		 		  	Gibson, Dunn & Crutcher LLP
			
		 		  	200 Park Avenue
			
		 		  	New York, New York 10166
			
		 		  	Attention: E. Michael Greaney
			
		 		  	Fax: (212) 351-4035








 EXHIBIT A 
 to 
 Employment Agreement 
  

			
	Name of Executive:	    	David L. Dyckman
		
	Title(s):	    	Senior Vice President and Chief Financial Officer
		
	Base Salary:	    	$250,000 per annum








 EXHIBIT B 
 to 
 Employment Agreement 
 ANNUAL PERFORMANCE-BASED CASH BONUS 
 Name of Executive: David L.
Dyckman 
 For each fiscal year subsequent to 2005, during the Period of Employment, Executive will be entitled to an annual performance-based
cash bonus (the “Executive Bonus Plan”) as a Level I-A participant on such terms as shall be determined by the Board.