<PAGE>

                                                                   Exhibit 10.38


                        SEVERANCE AND RETENTION AGREEMENT

      SEVERANCE AND RETENTION AGREEMENT (this "Agreement") dated as of
__________________, 2001, by and between CSK Auto, Inc., an Arizona corporation
(the "Company"), and Hal Smith (the "Executive").

                                 R E C I T A L S

      The Company considers it essential and in the best interest of its
stockholders to foster the continuous employment of key management personnel.
The Company further recognizes that, as in the case of many publicly held
corporations, the possibility of a change of control of the Company may exist
and that such possibility, and the uncertainty and questions which it may raise
among management, may create concerns for, and the distraction of, management
personnel and may even result in departures which might have otherwise not have
taken place, all to the detriment of the Company and its stockholders. The
Company now desires to take steps to reinforce and encourage the continued
attention and dedication of members of the Company's management, including the
Executive, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a Change of
Control (as defined below) of the Company.

                                A G R E E M E N T

      1. Definitions

            1.1. An "Affiliate" of the Company is an entity controlling,
controlled by or under common control with the Company as defined in Rule 405 of
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.

            1.2. "Base Salary" shall mean the Executive's regular annual rate of
base pay as of the date in question.

            1.3. "Cause" shall mean that Executive: (i) has been convicted of a
felony, or has entered a plea of guilty or nolo contendere to a felony; (ii) has
committed an act of fraud involving dishonesty for personal gain which is
injurious to the Company or any of its subsidiaries; (iii) has willfully and
continually refused to substantially perform his duties with the Company or any
of its subsidiaries (other than any such refusal resulting from his incapacity
due to mental illness or physical illness or injury), after a demand for
substantial performance has been delivered to the Executive by the Board of
Directors of the Company, where such demand reasonably identifies the manner in
which the Board of Directors believes that the Executive has refused to
substantially perform his duties and the passage of a reasonable period of time
as specified by the Board of Directors for Executive to comply with such demand;
or (iv) has willfully engaged in gross misconduct injurious to the Company or
any of its subsidiaries.

            1.4. A "Change of Control" shall be deemed to have taken place if,
after the date hereof:
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            (a) any person, corporation, or other entity or group, including any
      "group" as defined in Section 13(d)(3) of the Securities Exchange Act of
      1934, other than (i) any employee benefit plan then maintained by CSK Auto
      Corporation ("Parent") or (ii) Investcorp S.A., a Luxembourg corporation,
      together with its affiliates, or (iii) any group of which Investcorp S.A.
      or its affiliates is a part so long as Investcorp S.A. or one of its
      affiliates retains the right to designate a majority of the nominees to
      the Board of Directors of the Company, becomes the beneficial owner of
      shares of Parent having 50% or more of the total number of votes that may
      be cast for the election of directors of Parent (including any shares
      owned by such beneficial owner or members of its "group" as of the date
      hereof);

            (b) as the result of, or in connection with, any contested election
      for the Board of Directors of Parent, or any tender or exchange offer,
      merger or other business combination or sale of assets, or any combination
      of the foregoing (a "Transaction"), the persons who were directors of
      Parent before the Transaction shall cease to constitute a majority of the
      Board of Directors of Parent or any successor to Parent or its assets;

            (c) at any time Parent shall consolidate or merge with any other
      Person and Parent shall not be the continuing or surviving corporation, or
      any Person shall consolidate or merge with Parent and Parent shall be the
      continuing or surviving corporation, and in connection therewith, all or
      part of the outstanding Parent stock shall be changed into or exchanged
      for stock or other securities of any other Person or cash or any other
      property;

            (d) Parent shall be a party to a statutory share exchange with any
      other Person after which Parent is a subsidiary of any other Person; or

            (e) Parent shall sell or otherwise transfer all or substantially all
      of the assets or earning power of Parent and its subsidiaries (taken as a
      whole) to any Person or Persons.

            1.5. The "Change of Control Date" shall mean the date immediately
prior to the effectiveness of the Change of Control.

            1.6. The Executive shall have "Good Reason" to terminate employment
if:

            (a) the Executive is not elected, reelected, or otherwise continued
      in the office of the Company or any of its subsidiaries or the continuing
      or surviving corporation in the case of a Change of Control that he held
      immediately prior to the Change of Control Date, or he is removed as a
      member of the Board of Directors of Parent or the continuing or surviving
      corporation in the case of a Change of Control if the Executive was a
      director immediately prior to the Change of Control Date;

            (b) the Executive's duties, responsibilities or authority are
      materially reduced or diminished without the Executive's consent;

            (c) the Executive's compensation or benefits are reduced;


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            (d) the Company reduces the potential earnings of the Executive
      under any performance-based bonus or incentive plan of the Company;

            (e) the Company requires that the Executive's employment be based at
      a location outside a 50 mile radius from the location of the Executive's
      employment location as of the date hereof or the Executive's employment
      location immediately prior to a Change of Control Date, as the case may
      be;

            (f) any purchaser, assign, continuing or surviving corporation, or
      successor of the Company or its business or assets (whether by
      acquisition, merger, liquidation, consolidation, reorganization, sale or
      transfer of assets or business, or otherwise) fails or refuses to
      expressly assume in writing this Agreement and all of the duties and
      obligations of the Company hereunder pursuant to Section 9 hereof; or

            (g) the Company breaches any of the material provisions of this
      Agreement or the Executive's employment agreement, if any.

            Notwithstanding the foregoing, none of the events referred to in (a)
through (g) above shall constitute Good Reason unless the Executive gives
written notice to the Company of his election to terminate his employment for
such reason within 90 days after he becomes aware of the existence of facts or
circumstances constituting Good Reason. Such notice shall set forth in
reasonable detail the facts and circumstances constituting the Good Reason and,
if the Good Reason is a curable condition, shall provide the Company with 30
days to cure such condition. The notice shall also specify the date when the
termination of employment is to become effective (if the Good Reason is not
curable or is curable, but not cured within the 30 days), which date shall be
not less than 60 days and not more than 180 days from the date the notice is
given.

            1.7. "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections
13(d) and 14(d) thereof, including a "group" as defined in Section 13(d).

            1.8. "Target Bonus" shall mean the target bonus (100% level)
established for the Executive for the year in question under the Company's
"Annual Incentive Plan" or "Performance Unit Plan," as applicable.

      2. Retention Bonus. If (i) the Executive remains continuously employed by
the Company or its Affiliates or the continuing or surviving corporation in the
case of Section 1.4 hereof on a full-time basis through the date that is six
months following a Change of Control Date or (ii) the Executive's employment
with the Company is terminated (a) by the Company without Cause or (b) by the
Executive for Good Reason, in each case before the date that is six months
following a Change of Control Date, the Company shall pay to the Executive a
gross lump sum cash amount equal to three (3) months of the Executive's then
current Base Salary (the "Retention Bonus"). In accordance with the preceding
sentence, such payments, if any, shall be made to the Executive within 10 days
following the date that is six months following a Change of Control Date. Any
payment of the Retention Bonus shall be paid net of any applicable withholding
required under federal, state or local law.


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      3. Change of Control Severance Benefits

            3.1. Eligibility for Change of Control Severance Benefits. The
Executive shall be eligible for the benefits described in Section 3.2 (the
"Change of Control Severance Benefits") if there has been a Change of Control
and during the twelve (12) month period commencing on the Change of Control Date
(the "Post Change of Control Period"), the Executive's employment with the
Company is terminated (i) by the Company without Cause or (ii) by the Executive
for Good Reason.

            3.2. Severance Benefit. Upon satisfaction of the terms and
conditions of this Agreement, and subject to Section 6, the Executive shall be
entitled to the following Change of Control Severance Benefits:

            (a) Cash Payments. The Executive shall be entitled to receive an
      amount in cash equal to the sum of:

                  (i) 100% of the greater of (x) the sum of the Executive's Base
            Salary, benefits and Target Bonus, in each case as in effect upon
            the date Executive's employment was terminated, or (y) the sum of
            the Executive's Base Salary, benefits and Target Bonus, in each case
            as in effect on the Change of Control Date; and

                  (ii) accrued and unused vacation.

      The payment shall be made in equal monthly installments over a twelve (12)
      month period and shall be paid net of any applicable withholding required
      under federal, state or local law. Any such payment shall be in lieu of
      any payment otherwise due under the Company's "Annual Incentive Plan" or
      "Performance Unit Plan" for the year in which the Executive's termination
      occurs.

            (b) Outplacement Services. The Company shall provide the Executive
      with outplacement counseling services from an outplacement firm of
      national reputation to assist the Executive in obtaining new employment,
      provided that the amount required to be expended on such services by the
      Company shall not exceed 15% of the greater of Executive's Base Salary as
      in effect upon the date Executive's employment was terminated or as in
      effect on the Change of Control Date.

      4. Standard Severance Benefits

            4.1. Eligibility for Standard Severance Benefits. If the Executive's
employment with the Company is terminated (i) by the Company without Cause or
(ii) by the Executive for Good Reason, in each case other than during the Post
Change of Control Period, the Executive shall be eligible for the benefits
described in Section 4.2 (the "Standard Severance Benefits").


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            4.2. Severance Benefit. Upon satisfaction of the terms and
conditions of this Agreement, and subject to Section 6, the Executive shall be
entitled to the following Standard Severance Benefits:

            (a) Cash Payments. The Executive shall be entitled to receive an
      amount in cash equal to the sum of:

                  (i) 50% of the greater of (x) the sum of the Executive's Base
            Salary, benefits and Target Bonus, in each case as in effect upon
            the date Executive's employment was terminated, or (y) the sum of
            the Executive's Base Salary, benefits and Target Bonus, in each case
            as in effect on the date hereof; and

                  (ii) accrued and unused vacation.

      The payment shall be made in equal monthly installments over a six (6)
      month period and shall be paid net of any applicable withholding required
      under federal, state or local law. Any such payment shall be in lieu of
      any payment otherwise due under the Company's "Annual Incentive Plan" or
      "Performance Unit Plan" for the year in which the Executive's termination
      occurs.

            (b) Outplacement Services. The Company shall provide the Executive
      with outplacement counseling services from an outplacement firm of
      national reputation to assist the Executive in obtaining new employment,
      provided that the amount required to be expended on such services by the
      Company shall not exceed 15% of the greater of Executive's Base Salary as
      in effect upon the date Executive's employment was terminated or as in
      effect on the date hereof.

      5. Release. Notwithstanding anything in this Agreement to the contrary,
neither the Retention Bonus, the Change of Control Severance Benefits nor the
Standard Severance Benefits shall be payable to the Executive pursuant to this
Agreement unless and until the eighth (8th) day after the Executive executes, in
each case, a general release in the form of Exhibit A attached hereto (the
"Release").

      6. Limitation on Payments to Executive. Notwithstanding anything in this
Agreement to the contrary, the total of all payments made to the Executive under
this Agreement shall be reduced such that no such payments will result,
individually or in the aggregate, in (i) the payment of any "excess parachute
payments" within the meaning of Section 280G of the Internal Revenue Code, as
amended (the "Code") or (ii) the non-deductibility of such payments under
Section 162(m) of the Code.

      7. Restrictive Covenants.

            7.1. Confidentiality. The Executive understands and acknowledges
that during the Executive's employment with the Company, the Executive has had
and will have access to and has learned and will learn (i) information
proprietary to the Company and its Affiliates that concerns the operation and
methodology of the businesses conducted by the Company and its Affiliates and as
the same are hereafter conducted by the Company and its Affiliates (the

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"Business") or (ii) other information proprietary to the Company and its
Affiliates, including, without limitation, trade secrets, processes, patent and
trademark applications, product development, price, customer and supply lists,
pricing and marketing plans, policies and strategies, details of client and
consultant contracts, operations methods, product development techniques,
business acquisition plans, new personnel acquisition plans and all other
confidential information with respect to the Business (collectively,
"Proprietary Information"). The Executive agrees that, from and after the date
hereof, the Executive will keep confidential and will not disclose directly or
indirectly any such Proprietary Information to any third party, except as
required to fulfill the Executive's duties as an Executive of the Company, and
will not misuse, misappropriate or exploit such Proprietary Information in any
way. The restrictions contained herein shall not apply to any information which
(a) was already available to the public at the time of disclosure, or
subsequently becomes available to the public otherwise than by breach of this
Agreement, or (b) was disclosed due to a requirement of law, provided that the
Executive shall have given prompt notice of such requirement to the Company to
enable the Company to seek an appropriate protective order with respect to such
disclosure. Upon any termination of the employment of the Executive, the
Executive shall promptly return to the Company and its Affiliates all documents,
computer disks, records, notebooks and similar repositories of any Proprietary
Information in the Executive's possession, including copies thereof.

            7.2. Agreement Not to Compete/Non-Solicitation.

            (a) During the twelve (12) month period following the first monthly
      payment constituting a Change of Control Severance Benefit, or during the
      six month period following the first monthly payment constituting the
      Standard Severance Benefit, as applicable (the "Non-Compete Period"), the
      Executive shall not become engaged in a managerial or executive capacity
      for, or consultant to, Auto Zone, Inc., The Pep Boys - Manny, Moe & Jack,
      O'Reilly Automotive, Inc., Advance Stores Company, Incorporated or
      Discount Auto Parts, Inc.

            (b) During the Non-Compete Period, the Executive shall not, directly
      or indirectly, hire or attempt to hire any employee of the Company.

            (c) During the Non-Compete Period, the Executive shall not, directly
      or indirectly, call on or solicit any person, firm, corporation, business
      or other entity who or which is, or within two years prior to the
      Non-Compete Period had been, a customer of the Company or any Affiliate of
      the Company.

            7.3. Remedies. The Executive acknowledges and agrees that damages
for a breach or threatened breach of any of the covenants set forth in this
Section 7 will be difficult to determine and will not afford a full and adequate
remedy, and therefore agrees that the Company, in addition to seeking actual
damages in connection therewith, may seek specific enforcement of any such
covenant in any court of competent jurisdiction, including, without limitation,
by the issuance of a temporary or permanent injunction. In addition, the Company
may terminate the payment of any remaining Change of Control Severance Benefits
or Standard Severance Benefits in the event of a breach or threatened breach of
any of the covenants set forth in this Section 7.

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      8. Waiver of Other Severance Benefits. The Change of Control Severance
Benefits and Standard Severance Benefits payable pursuant to this Agreement are
in lieu of any and all other severance benefits that may otherwise be payable to
the Executive upon termination of his or her employment for any reason,
(including, without limitation, any benefits to which the Executive might
otherwise have been entitled under the Stockholders Agreement, dated October 30,
1996, among the stockholders named therein and the Company, any employment
agreement and any letter agreements to which the Executive is a party
(collectively, "Contractual Benefits"), except those benefits which are to be
made available to the Executive as required by applicable law, and Executive
hereby waives all such Contractual Benefits in exchange for the Company's
agreement to make the payments to be made hereunder.

      9. Assumption of Agreement. The Company will require any successor
(whether by purchase of assets, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform all of the obligations of the Company under this
Agreement (including the obligation to cause any subsequent successor to also
assume the obligations of this Agreement) unless such assumption occurs by
operation of law.

      10. Notices. Any notice or communication given by either party hereto to
the other shall be in writing and personally delivered, delivered by overnight
delivery service or mailed by registered or certified mail, return receipt
requested, postage prepaid, to the following addresses:

            (a)   If to the Company:

                  CSK Auto Corporation
                  625 East Missouri Avenue
                  Phoenix, Arizona  85012
                  Attn.:  General Counsel

                  with a copy to:

                  Gibson, Dunn & Crutcher LLP
                  1801 California Street, Suite 4100
                  Denver, Colorado  80202
                  Attn.:  Richard M. Russo, Esq.

            (b)   if to the Executive, to the address of the Executive as it
                  appears in the records of the Company

      Any notice shall be deemed given when actually delivered to such address,
or five days after such notice has been mailed or one day after such notice has
been sent by overnight delivery service, whichever comes earliest. Any person
entitled to receive notice may designate in writing, by notice to the other,
such other address to which notices to such person shall thereafter be sent.


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      11. Miscellaneous.

            11.1. Entire Agreement. This Agreement, including the Release,
contains the entire understanding of the parties in respect of its subject
matter, and any other agreement or understanding between the parties, oral or
written, made prior to the date of this Agreement is hereby terminated in its
entirety.

            11.2. Amendment; Waiver. This Agreement may not be amended,
supplemented, cancelled or discharged, except by written instrument executed by
the party affected thereby. No failure to exercise, and no delay in exercising,
any right, power or privilege hereunder shall operate as a waiver thereof. No
waiver of any breach of any provision of this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision.

            11.3. Binding Effect; Assignment. The rights and obligations of this
Agreement shall bind and inure to the benefit of any successor of the Company by
reorganization, merger or consolidation, or any assignee of all or substantially
all of the Company's business and properties. The Company may assign its rights
and obligations under this Agreement to any of its Affiliates without the
consent of the Executive, but shall remain liable for any payments provided
hereunder not timely made by any Affiliate assignee. The Executive's rights or
obligations under this Agreement may not be assigned by the Executive.

            11.4. Headings. The headings contained in this agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

            11.5. Governing Law. This Agreement shall be construed in accordance
with and governed for all purposes by the laws and public policy (other than
conflict of laws principles) of the State of Arizona applicable to contracts
executed and to be wholly performed within such state.

            11.6. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement, including any claim arising out of or in
connection with any termination of the Executive's employment, shall be settled
exclusively by arbitration in Phoenix, Arizona in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction.

            11.7. Further Assurances. Each of the parties agrees to execute,
acknowledge, deliver and perform, and cause to be executed, acknowledged,
delivered and performed, at any time and from time to time, as the case may be,
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably necessary to carry out the
provisions or intent of this Agreement.

            11.8 Severability. The parties have carefully reviewed the
provisions of this Agreement and agree that they are fair and equitable.
However, in light of the possibility of differing interpretations of law and
changes in circumstances, the parties agree that if any one or more of the
provisions of this Agreement shall be determined by a court of competent

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jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions of this Agreement shall, to the extent permitted by law, remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Moreover, if any of the provisions contained in this Agreement is determined by
a court of competent jurisdiction to be excessively broad as to duration,
activity, geographic application or subject, it shall be construed, by limiting
or reducing it to the extent legally permitted, so as to be enforceable to the
extent compatible with then applicable law.


                         [SIGNATURES BEGIN ON NEXT PAGE]


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            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                    CSK AUTO, INC.



                                    By:_______________________________________
                                          Name:
                                          Title:



                                    EXECUTIVE



                                    __________________________________________

                                    Hal Smith



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                                                                       EXHIBIT A

                                     Date of Notification:______________________


                                 GENERAL RELEASE


      This is a General Release (this "Release") executed by _____________ (the
"Executive") pursuant to Section 5 of the Severance and Retention Agreement
dated as of ________ __, 2001 (the "Retention Agreement") between CSK Auto,
Inc., an Arizona corporation (the "Company"), and the Executive.

      WHEREAS, the Company and the Executive intend that the terms and
conditions of the Retention Agreement and this Release shall govern all issues
related to the Executive's employment and termination of employment by the
Company;

      WHEREAS, the Executive has had at least 21 days to consider the form of
this Release.

      WHEREAS, the Company advised the Executive in writing to consult with a
lawyer before signing this Release;

      WHEREAS, the Executive has represented and hereby reaffirms that the
Executive has disclosed to the Company any information in the Executive's
possession concerning any conduct involving the Company or its affiliates that
the Executive has any reason to believe involves any false claims to the United
States or is or may be unlawful or violates the policies of the Company in any
respect;

      WHEREAS, the Executive acknowledges that the consideration to be provided
to the Executive under the Retention Agreement is sufficient to support this
Release;

      WHEREAS, the Executive represents that the Executive has not filed any
charges, claims or lawsuits against the Company involving any aspect of the
Executive's employment which have not been terminated as of the date of this
Release; and

      WHEREAS, the Executive understands that the Company regards the
representations by the Executive as material and that the Company is relying on
these representations in paying amounts to the Executive pursuant to the
Retention Agreement.

      THEREFORE, the Executive agrees as follows:

      1. The Executive, on behalf of the Executive and anyone claiming through
the Executive, including the Executive's heirs, assigns and agents, releases and
discharges the Company and its directors, officers, employees, subsidiaries,
affiliates and agents, and the predecessors, successors and assigns of any of
them (the "Released Parties"), from each and every claim, action or right of any
sort, in law or in equity, known or unknown, asserted or


                                      A-1
<PAGE>
unasserted, foreseen or unforeseen, arising on or before the Effective Date (as
defined in Section 7 hereof).

            (a) This Release includes, but is not limited to: any claim of
discrimination on the basis of race, sex, religion, marital status, sexual
orientation, national origin, handicap or disability, age, veteran status,
special disabled veteran status or citizenship status; any other claim based on
a statutory prohibition or common law doctrine; any claim arising out of or
related to the Executive's employment with the Company, the terms and conditions
thereof or the termination or cessation thereof; any express or implied
employment contract, any other express or implied contract affecting terms and
conditions of the Executive's employment or the termination or cessation
thereof, or a covenant of good faith and fair dealing; any tort claims and any
personal gain with respect to any claim arising under the qui tam provisions of
the False Claims Act, 31 U.S.C. 3730.

            (b) The Executive represents that the Executive understands this
Release, that rights and claims under the Age Discrimination in Employment Act
of 1967, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights
Act of 1991, the Civil Rights Act of 1866, the Older Workers' Benefit Protection
Act, the Family and Medical Leave Act, the Americans with Disabilities Act and
the Executive Retirement Income Security Act of 1974 are among the rights and
claims against the Released Parties the Executive is releasing, and that the
Executive understands that the Executive is not releasing any rights or claims
arising after the Effective Date.

            (c) The Executive further agrees never to sue the Released Parties
or cause the Released Parties to be sued regarding any matter within the scope
of this Release. If the Executive violates this Release by suing any of the
Released Parties or causing any of the Released Parties to be sued, the
Executive agrees to pay all costs and expenses of defending against the suit
incurred by the Released Parties, including reasonable attorneys' fees.

            (d) The Executive expressly represents and warrants that the
Executive is the sole owner of the actual or alleged claims, demands, rights,
causes of action and other matters that are released herein, that the same have
not been transferred or assigned or caused to be transferred or assigned to any
other person, firm, corporation or other entity, and that the Executive has the
full right and power to grant, execute and deliver this Release.

      2. The Executive acknowledges that the Executive is bound by the
provisions of Section 6 of the Retention Agreement.

      3. The Executive understands that any and all Company covenants which
relate to Company obligations to the Executive following any Change of Control
Date (as defined in the Retention Agreement), including but not limited to the
payments set forth in the Retention Agreement, are contingent on the Executive's
satisfaction of the Executive's obligations under this Release.

      4. The Executive agrees that he or she will cooperate fully with the
Company in connection with any and all existing or future litigation or
investigations brought by or against

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the Company or any of its affiliates, agents, officers, directors or employees,
whether administrative, civil or criminal in nature, in which and to the extent
the Company deems the Executive's cooperation necessary. The Executive
understands that the Company will reimburse the Executive for reasonable
out-of-pocket expenses incurred as a result of such cooperation. Nothing herein
shall prevent the Executive from communicating with or participating in any
government investigation. The Executive will act in good faith to furnish the
information and cooperation required by this Section 4 and the Company will act
in good faith so that the requirement to furnish such information and
cooperation does not create a hardship for the Executive.

      5. The Executive agrees, subject to any obligations the Executive may have
under applicable law, that the Executive will not make or cause to be made any
statements that disparage, are inimical to, or damage the reputation of the
Company or any of its affiliates, subsidiaries, agents, officers, directors or
Executives. In the event such a communication is made to anyone, including but
not limited to the media, public interest groups and publishing companies, it
will be considered a material breach of the terms of the Retention Agreement and
this Release and the Executive will be required to reimburse the Company for any
and all payments made under the terms of the Retention Agreement and all
commitments to make additional payments to the Executive will be null and void.

      6. The Company is not obligated to offer employment to the Executive (or
to accept services or the performance of work from the Executive directly or
indirectly) now or in the future.

      7. The Executive may revoke this Release in writing within seven days of
signing it. This release will not take effect until the Effective Date. If the
Executive revokes this Release, all of its provisions and the payment provisions
of the Retention Agreement shall be void and unenforceable. The "Effective Date"
shall be the day after the end of the revocation period described in this
Section 7 hereof.

      8. The Executive shall keep strictly confidential all the terms and
conditions, including amounts, in the Retention Agreement and this Release and
shall not disclose them to any person other than the Executive's spouse, the
Executive's legal or financial advisor or United States governmental officials
who seek such information in the course of their official duties, unless
compelled by law to do so. If a person not a party to the Retention Agreement
requests or demands, by subpoena or otherwise, that the Executive disclose or
produce the Retention Agreement or this Release or any terms or conditions
thereof, the Executive shall immediately notify the Company and shall give the
Company an opportunity to respond to such notice before taking any action or
making any decision in connection with such request or subpoena.

      9. The Retention Agreement and this Release constitute the entire
understanding between the parties. The Executive has not relied on any oral
statements that are not included in the Retention Agreement or this Release.

      10. In the event that any provision of this Agreement is determined to be
legally invalid or unenforceable by any court of competent jurisdiction, and
cannot be modified to be


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enforceable, the affected provision shall be stricken from the Agreement, and
the remaining terms of the Agreement and its enforceability shall remain
unaffected.

      11. This Release shall be construed, interpreted and applied in accordance
with the law of the State of Arizona (other than conflict of laws principles).


                                    EXECUTIVE




                                    __________________________________________




Date:_____________________________



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