exv10w47



 



Exhibit 10.47


March 30, 2000



Jim Bazlen

4421 East Horseshoe Road

Phoenix, Arizona 85028


Dear Jim:



This letter shall serve to confirm the terms and conditions of your
employment relationship with CSK Auto, Inc. (the “Company”) effective as of
April 1, 2000 (the “Effective Date”):


1.     Concurrently with your resignation as President and Chief Operating
Officer on the Effective Date, you will be retained as an employee to work
on specific projects as designated by Martin Fraser, the new President and
Chief Operating Officer, or me. It is understood that you shall perform
these services from the Company’s principal offices in Phoenix, Arizona,
your home or any other location, at your discretion. You shall work such
hours as are necessary to perform the designated work, with the
understanding that nothing herein shall be deemed to prohibit you from
engaging in outside employment that does not interfere with your ability to
perform your Company-assigned duties and responsibilities.


2.     You shall be paid an annual base salary of $100,000, to be paid on a
bi-weekly basis.


3.     You shall continue to receive such medical, dental, insurance, 401(k)
and other benefits as were available to you prior to the Effective Date;
provided, however that you will no longer be provided with a company car and
will not participate in the Company’s “G & A” bonus program or any other
similar plans.


4.     With respect to the terms of the Stock Option Agreement dated November
1, 1996 and two separate Non-Qualified Stock Option Contracts dated March
18, 1999 and December 21, 1999, respectively (collectively, the “Stock
Option Agreements”), it is understood that your change in employment status
as of the Effective Date shall not serve to terminate the vesting or
exerciseability of any stock options granted to you, and such vesting and
exerciseability shall be governed by the terms of the Stock Option
Agreements based on your continued employment with the Company.


5.     Upon presentation of acceptable substantiation therefor, the Company
will pay or reimburse you for such reasonable travel, entertainment and
other expenses as you may incur during your employment in connection with
the performance of his duties hereunder. Federal, state and local income
taxes shall be withheld on all cash and in-kind payments made by the Company
to you in accordance with applicable tax laws and regulations.


6.     You agree that you shall not use for your own purpose or for the benefit
of any person or entity other than the Company or its shareholders or
affiliates, nor otherwise disclose to any individual or entity, at any time
while you are employed by the Company or thereafter any proprietary
information of the Company unless such disclosure (a) has been authorized by
the Board, (b) is, in your good faith judgment required in the course of
your employment hereunder,


 






 


Jim Bazlen

March 30, 2000

Page 2


or (c) is required by law, a court of competent jurisdiction, or a
governmental or regulatory agency. For purposes of this Agreement, the term
“proprietary information” shall mean: (a) 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; (b) any information
concerning any product, technology or procedure employed by the Company, but
not generally known to its customers, suppliers or competitors, or under
development by or being tested by the Company, but not at the time offered
generally to customers or suppliers; (c) any information relating to the
marketing methods, sales margins, discounts, rebates, suppliers incentives,
or the like, the capital structure, or results of any business plan of the
Company; (d) any information contained in the Company’s policies and
procedures or employees’ manual; (e) any inventions, innovations, trade
secrets or other items covered by Paragraph 7 below; and (f) any other
information which the Board has determined by resolution and communicated to
you to be confidential or proprietary. However, proprietary information
shall not include any information that is or becomes generally known to the
industries in which the Company competes other than through your actions in
violation of this paragraph.


7.     You agree that, while you are employed by the Company or at any time
thereafter, you shall not, except as required by law, give any “confidential
records” (as hereinafter defined) to, or permit any inspection or copying of
confidential records by, any individual or entity other than in the course
of such individual’s or entity’s employment or retention by the Company or
as required by law, a court of competent jurisdiction, or a governmental or
regulatory agency, nor shall you retain any of the same following
termination of this employment, without the prior approval of the Board.
For purposes hereof, “confidential records” means all correspondence,
memoranda, files, manuals, financial, operating or marketing records,
magnetic tape, or electronic or other media of any kind which may be in your
possession or under your control or accessible to you which contain any
proprietary information as defined in Paragraph 6 above.


8.     You agree that all inventions, innovations, trade secrets, patents and
processes development by you alone or in conjunction with others at any time
during your employment by the Company shall belong to the Company. You will
use your best efforts to perform all actions reasonably requested by the
Board to establish and confirm such ownership by the Company.


9.     For purposes of this letter, the term “Company” shall include the
Company and any and all of its subsidiaries, ventures or affiliates, whether
currently existing or hereafter formed.


10.     The parties hereto agree that the duration and area for which the
covenants set forth herein are to be effective are reasonable. In the event
that any court or arbitrator determines that the time period of 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


 






 


Jim Bazlen

March 30, 2000

Page 2


United States of America. You agree that damages are an inadequate remedy
for any breach of the covenants in this letter, and 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.


11.     As of the Effective Date, the Employment Agreement as amended and
restated as of June 12, 1998 between you and the Company shall be deemed to
be terminated and of no further force or effect.


12.     You represent that you are free to enter into this agreement and that
you are not bound by any agreement or other restriction which would
interfere with your acceptance of employment or the full, timely and
faithful performance of your duties.


13.     This agreement represents the entire understanding with respect to the
subject matter hereof, may not be amended except in writing, and shall be of
no force or effect until signed by both parties hereto.


14.     This agreement may be terminated by either of us at any time, with or
without cause, and upon such termination you shall not be entitled to any
further compensation or benefits hereunder. Nothing herein shall be
construed as modifying the “at will” employment relationship described
herein, except by written document executed by the President or me.


If the foregoing is acceptable, please acknowledge your agreement to the
terms and conditions set forth above by signing and dating below.


Very truly yours,
 



Maynard L. Jenkins

Chairman and Chief Executive Officer
 


Acknowledged and Accepted

this        day of March, 2000
 



	 	 	 
	
	 	 
	Jim Bazlen