**Exhibit 10.21**
**INDEMNITY AGREEMENT**
     AGREEMENT dated as of                          ,                 by and between CSK AUTO CORPORATION, aDelaware 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 oflitigation 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 theCorporation to indemnify its directors and officers as currently provided therein, and theIndemnitee has been serving and continues to serve as a director and/or officer of the Corporationin part in reliance on such provision. The Restated Certificate of Incorporation of the Corporationpermits the Corporation to purchase and maintain insurance or to furnish similar protection or makeother arrangements (any such insurance, protection or arrangement, an “IndemnificationArrangement”) on behalf of the Indemnitee against personal liability (including, but not limitedto, providing for Advanced Amounts as hereafter defined), asserted against him or incurred by or onbehalf of him in such capacity as a director or officer of the Corporation or as an AffiliateIndemnitee, or arising out of his status as such, whether or not the Corporation would have thepower to indemnify him against such liability under the provisions of this Agreement or under theDelaware General Corporation Law (the “DGCL”), as it may then be in effect.
     In part to provide the Indemnitee with specific contractual assurance of substantialprotection against personal liability (regardless of, among other things, any amendment to orrevocation of the aforementioned provisions of the Corporation’s Restated Certificate ofIncorporation or any change in the composition of the Corporation’s Board of Directors or controlof 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 otherrights to which a person seeking indemnification may be entitled under the Certificate ofIncorporation or Bylaws of the Corporation, or an agreement providing for indemnification, or aresolution of stockholders or directors, or otherwise, and Article VIII of the Restated Certificateof Incorporation of the Corporation expressly recognizes that the indemnification provisions of theRestated Certificate of Incorporation of the Corporation shall be deemed exclusive of, and shallnot affect, any other rights to which a person seeking indemnification may be entitled under anyagreement, and this Agreement is being entered into pursuant to the Restated Certificate ofIncorporation of the Corporation as permitted by the DGCL as authorized by the stockholders of theCorporation.
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     In order to induce the Indemnitee to serve as a director and/or officer of the Corporation andin consideration of the Indemnitee’s so serving, the Corporation desires to hold harmless andindemnify the Idemnitee and to make arrangements pursuant to which the Indemnitee may be advancedor reimbursed expenses incurred by the Indemitee in certain proceedings, in every case to thefullest extent authorized or permitted by the DGCL or any other applicable law, or by any amendmentthereof or other statutory provisions authorizing or permitting such indemnification which areadopted after the date hereof (but, in the case of any such amendment, only to the extent that suchamendment permits the corporation to provide broader indemnification rights than the DGCL or otherapplicable law permitted the Corporation to provide prior to such amendment).
     NOW THEREFORE, in consideration of the foregoing recitals and of the Indemnitee’s continuingto 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 holdharmless and indemnify the Indemnitee, his executors, administrators or assigns against any and allexpenses, liabilities, and losses (including, without limitation, investigation expenses and expertwitnesses’ and attorney’ fees and expenses, judgements, penalties, fines, and amounts paid or to bepaid in settlement) actually incurred by the Indemnitee (net of any related insurance proceeds orother amounts received by the Indemnitee or paid by or on behalf of the Corporation on theIndemnitee’s behalf in compensation of such expenses, liabilities or losses), in connection withany actual or threatened action, suit or proceeding, whether civil, criminal, administrative orinvestigative, 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 adirector and/or officer of the Corporation or is or was serving, shall serve or shall have servedat the request of the Corporation as a director, officer, partner, trustee, fiduciary, employee oragent (“Affiliate Indemnitee”) of another foreign or domestic corporation or non-profitcorporation, cooperative, partnership, joint venture, trust, employee benefit plan, or otherincorporated or unincorporated enterprise (each, a “Company Affiliate”); provided, however, that,except as provided in Section 8(b) hereof, the Corporation shall indemnify the Indemintee inconnection 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 beentitled to such indemnification under this Agreement upon submission of a written claim pursuantto Section 3 hereof. Thereafter, the Corporation shall have the burden of proof to overcome thepresumption that the Indemnitee is so entitled. Such presumption shall only be overcome by ajudgment or other final adjudication after all appeals and all time for appeals has expired (“FinalDetermination”) 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 soadjudicated, or that the Indemnitee personally gained in fact a financial profit or other
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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 determinationprior to the commencement of such Proceeding that indemnification of the Indemnitee is proper inthe circumstances because such person has met the applicable standard of conduct set forth in theDGCL, nor an actual determination by the Corporation (including its Board of Directors, legalcounsel, 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 theapplicable standard of conduct. The purchase, establishment, or maintenance of any IndemnificationArrangement shall not in any way diminish, restrict, limit or affect the rights and obligations ofthe Corporation or of the Indemnitee under this Agreement except as expressly provided herein, andthe execution and delivery of this Agreement by the Corporation and the Indemnitee shall not in anyway diminish, restrict, limit or affect the Indemnitee’s right to indemnification from theCorporation or any other party or parties under any other Indemnification Arrangement, theCertificate of Incorporation or Bylaws of the Corporation or the DGCL.
     2. Insurance . Subject only to the provisions of this Section 2, as long as theIndemnitee shall continue to serve as a director and/or officer of the Corporation (or shallcontinue at the request of the Corporation to serve as an Affiliate Indemnitee) and thereafter aslong as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that theIndemnitee was a director and/or officer of the Corporation (or served in any of said othercapacities), the Corporation will, unless no such policies are available in any market, purchaseand maintain in effect for the benefit of the Indemnitee one or more valid, binding, andenforceable policies (the “Insurance Policies”) of directors’ and officers’ liability insurance(“D&O Insurance”) providing adequate liability coverage for the Indemnitee’s acts as a directorand/or officer of the Corporation or as an Affiliate Indemnitee. The Corporation shall promptlynotify the Indemnitee of any lapse, amendment or failure to renew said policy or policies or anyprovisions thereof relating to the extent or nature of coverage provided thereunder. In the eventthe Corporation does not purchase and maintain in effect said policy or policies of D&O Insurancepursuant to the provision of this Section 2, the Corporation shall, in addition to and not inlimitation of the other rights granted the Indemnitee under this Agreement, hold harmless andindemnify the Indemnitee to the full extent of coverage which would otherwise have been providedfor the benefit of the Indemnitee pursuant to the Insurance Policies.
     3. Claims for Payments. The Indemnitee shall have the right to receive from theCorporation on demand, or at his option to have the Corporation pay promptly on his behalf, inadvance of a Final Determination of a Proceeding all amounts payable by the Corporation pursuant tothe terms of this Agreement as corresponding amounts are expended or incurred by the Indemnitee inconnection with any Proceeding or otherwise expended or incurred by the Indemnitee (such amounts soexpended or incurred being referred to as “Advanced Amounts.”) In making any claim for payment bythe Corporation of any amount, including any Advanced Amount, pursuant to this Agreement, theIndemnitee shall submit to the Corporation a written request for payment (a “Claim”), whichincludes a schedule setting forth in reasonable detail the dollar
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amount expended (or incurred or expected to be expended or incurred). Each item on such scheduleshall be supported by the bill, agreement, or other documentation relating thereto, a copy of whichshall be appended to the schedule as an exhibit.
     Where the Indemnitee is requesting Advanced Amounts, the Indemnitee must also provide anundertaking to repay such Advanced Amounts if a Final Determination is made that the Indemnitee isnot entitled to indemnification hereunder.
     4. Section 16(b) Liability. The Corporation shall not be liable under this Agreementto make any payment in connection with any claim made against the Indemnitee for an accounting ofprofits made from the purchase or sale by the Indemnitee of securities of the Corporation withinthe meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto orsimilar provisions of any state statutory law or common law.
     5. Continuation of Indemnity. All agreements and obligations of the Corporationcontained herein shall continue during the period the Indemnitee is a director and/or officer ofthe Corporation (or is serving at the request of the Corporation as an Affiliate Indemnitee) andshall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding byreason of the fact that the Indemnitee was a director or officer of the Corporation or was servingas such an Affiliate Indemnitee.
     6. Successors: Binding Agreements. This Agreement shall be binding on and shall inureto the benefit of and be enforceable by the Corporation’s successors and assigns and by theIndemnitee’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 orsubstantially all of the business and/or assets of the Corporation, by written agreement in formand substance reasonably satisfactory to the Corporation and to the Indemnitee, expressly to assumeand agree to perform this Agreement in the same manner and to the same extent that the Corporationwould 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 ofnotice of the commencement of any Proceeding, the Indemnitee shall, if a claim in respect thereofis to be made against the Corporation under this Agreement, notify the Corporation of thecommencement thereof, but the omission so to notify the Corporation will not relieve theCorporation from any liability which it may have to the Indemnitee. With respect to any suchProceeding:
 (i)  The Corporation shall be entitled to participate therein at its own expense;  (ii)  Except with prior written consent of the Indemnitee, the Corporation shallnot be entitled to assume the defense of any Proceeding; and
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 (iii)  The Corporation shall not settle any Proceeding in any matter which wouldimpose any penalty or limitation on the Indemnitee without the Indemnitee’s priorwritten consent.
The Indemnitee shall not settle any Proceeding with respect to which the Indemnitee has receivedindemnified amounts or Advanced Amounts without the Corporation’s prior written consent, nor willthe Indemnitee unreasonably withhold consent to any proposed settlement.
     8. Enforcement. (a) The Corporation has entered into this Agreement and assumed theobligations imposed on the Corporation hereby in order to induce the Indemnitee to act as adirector and/or officer of the Corporation or as an Affiliate Indemnitee, and acknowledges that theIndemnitee 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 andhas not received payment thereof within thirty (30) days of such request, the Indemnitee may bringany action to enforce rights or collect moneys due under this Agreement and if the Indemnitee issuccessful in such action, the Corporation shall reimburse the Indemnitee for all of theIndemnitee’s fees and expenses in bringing and pursuing such action. The Indemnitee shall beentitled to the advancement of such amounts to the full extent contemplated by Section 3 hereof inconnection with such Proceeding.
     9. Separability. If any provision or provisions of this Agreement shall be held to beinvalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality andenforceability of the remaining provisions of this Agreement (including, without limitation, allportions of any sections or subsections of this Agreement containing any such provision held to beinvalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shallnot in any way be affected or impaired thereby, and (ii) to the fullest extent possible, theprovisions of any sections or subsections of this Agreement containing any such provisions held tobe 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 provideprotection to the Indemnitee to the fullest enforceable extent.
     10. Miscellaneous. No provision of this Agreement may be modified, waived, ordischarged unless such modification, waiver, or discharge is agreed to in a writing signed by theIndemnitee and an officer of the Corporation designated by the Board of Directors. No waiver byeither party at any time of any breach by the other party of, or of compliance with, any conditionor provision of this Agreement to be performed by such other party shall be deemed a waiver ofsimilar 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 bythe laws of the State of Delaware, without giving effect to the principles of conflicts of lawsthereof. The Indemnitee may bring an action seeking resolution of disputes or controversies
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arising under or in any way related to this Agreement in the state or federal court jurisdiction inwhich the Indemnitee resides or in which his place of business is located, and in any relatedappellate courts, and the Corporation consents to the jurisdiction of such courts and to suchvenue.
     11. Notices. For the purposes of this Agreement, notices and all other communicationsprovided for the Agreement shall be in writing and shall be deemed to have been duly given whendelivered or mailed by United States registered mail, return receipt requested, postage prepaid, asfollows:      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: Chief Executive Officer
or such other address as either party may have furnished to the other in writing in accordanceherewith, 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 ofwhich shall be deemed to be an original but all of which together shall constitute one and the sameinstrument.
     13. Effectiveness. This Agreement shall be effective as of the day and year firstabove written.
     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the dayand year first above written.         CSK AUTO CORPORATION          By:           Name: Maynard Jenkins   Title: Chief Executive Officer           INDEMNITEE          By:           Name:     Address:    
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