Exhibit 10.29**SEVERANCE AND RETENTION AGREEMENT**     SEVERANCE AND RETENTION AGREEMENT (this “Agreement”) dated as of December 19, 2005, byand between CSK Auto, Inc., an Arizona corporation (the “Company”), and Louis Mancini (the“Executive”).RECITALS     The Company considers it essential and in the best interest of its stockholders to foster thecontinuous employment of key management personnel. The Company further recognizes that, as in thecase of many publicly held corporations, the possibility of a change of control of the Company mayexist and that such possibility, and the uncertainty and questions which it may raise amongmanagement, may create concerns for, and the distraction of, management personnel and may evenresult in departures which might have otherwise not have taken place, all to the detriment of theCompany and its stockholders. The Company now desires to take steps to reinforce and encourage thecontinued 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 circumstancesarising from the possibility of a Change of Control (as defined below) of the Company.AGREEMENT     1. Definitions          1.1. An “Affiliate” of the Company is an entity controlling, controlled by or undercommon control with the Company as defined in Rule 405 of the Securities and Exchange Commissionunder the Securities Act of 1933, as amended.          1.2. “Base Salary” shall mean the Executive’s regular annual rate of base pay as ofthe date in question.          1.3. “Cause” shall mean that Executive: (i) has been convicted of a felony, or hasentered a plea of guilty or *nolo contendere*to a felony; (ii) has committed an act of fraudinvolving dishonesty for personal gain which is injurious to the Company or any of itssubsidiaries; (iii) has willfully and continually refused to substantially perform his duties withthe Company or any of its subsidiaries (other than any such refusal resulting from his incapacitydue to mental illness or physical illness or injury), after a demand for substantial performancehas been delivered to the Executive by the Board of Directors of the Company, where such demandreasonably identifies the manner in which the Board of Directors believes that the Executive hasrefused to substantially perform his duties and the passage of a reasonable period of time asspecified by the Board of Directors for Executive to comply with such demand; or (iv) has willfullyengaged 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 datehereof:

 
     (a) any person, corporation, or other entity or group, including any “group” as definedin Section 13(d)(3) of the Securities Exchange Act of 1934, other than any employee benefitplan then maintained by CSK Auto Corporation (“Parent”), becomes the beneficialowner of shares of Parent having 50% or more of the total number of votes that may be castfor the election of directors of Parent (including any shares owned by such beneficial owneror members of its “group” as of the date hereof);     (b) as the result of, or in connection with, any contested election for the Board ofDirectors of Parent, or any tender or exchange offer, merger or other business combinationor sale of assets, or any combination of the foregoing (a “Transaction”), the persons whowere directors of Parent before the Transaction shall cease to constitute a majority of theBoard 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 Parentshall not be the continuing or surviving corporation, or any Person shall consolidate ormerge with Parent and Parent shall be the continuing or surviving corporation, and inconnection therewith, all or part of the outstanding Parent stock shall be changed into orexchanged 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 afterwhich Parent is a subsidiary of any other Person; or     (e) Parent shall sell or otherwise transfer all or substantially all of the assets orearning 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 theeffectiveness 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 ofthe Company or any of its subsidiaries or the continuing or surviving corporation in thecase of a Change of Control that he held immediately prior to the Change of Control Date, orhe is removed as a member of the Board of Directors of Parent or the continuing or survivingcorporation in the case of a Change of Control if the Executive was a director immediatelyprior to the Change of Control Date;     (b) the Executive’s duties, responsibilities or authority are materially reduced ordiminished without the Executive’s consent;     (c) the Executive’s compensation or benefits are reduced;     (d) the Company reduces the potential earnings of the Executive under anyperformance-based bonus or incentive plan of the Company;
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     (e) the Company requires that the Executive’s employment be based at a location outsidea 50 mile radius from the location of the Executive’s employment locationas of the date hereof or the Executive’s employment location immediately prior to aChange of Control Date, as the case may be;     (f) any purchaser, assign, continuing or surviving corporation, or successor of theCompany or its business or assets (whether by acquisition, merger, liquidation,consolidation, reorganization, sale or transfer of assets or business, or otherwise) failsor refuses to expressly assume in writing this Agreement and all of the duties andobligations of the Company hereunder pursuant to Section 9 hereof; or     (g) the Company breaches any of the material provisions of this Agreement or theExecutive’s employment agreement, if any.          Notwithstanding the foregoing, none of the events referred to in (a) through (g) above shallconstitute Good Reason unless the Executive gives written notice to the Company of his election toterminate his employment for such reason within 90 days after he becomes aware of the existence offacts or circumstances constituting Good Reason. Such notice shall set forth in reasonable detailthe facts and circumstances constituting the Good Reason and, if the Good Reason is a curablecondition, shall provide the Company with 30 days to cure such condition. The notice shall alsospecify the date when the termination of employment is to become effective (if the Good Reason isnot curable or is curable, but not cured within the 30 days), which date shall be not less than 60days 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 theSecurities 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 theExecutive for the year in question under the Company’s “Annual Incentive Plan” or “Performance UnitPlan,” as applicable.     2. Retention Bonus. If (i) the Executive remains continuously employed by the Companyor its Affiliates or the continuing or surviving corporation in the case of Section 1.4 hereof on afull-time basis through the date that is six months following a Change of Control Date or (ii) theExecutive’s employment with the Company is terminated (a) by the Company without Cause or (b) bythe Executive for Good Reason, in each case before the date that is six months following a Changeof 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”). Inaccordance with the preceding sentence, such payments, if any, shall be made to the Executivewithin 10 days following the date that is six months following a Change of Control Date. Anypayment of the Retention Bonus shall be paid net of any applicable withholding required underfederal, 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 beeligible for the benefits described in Section 3.2 (the “Change of Control SeveranceBenefits”)if there has been a Change of Control and during the twelve (12) month period commencing onthe Change of Control Date (the “Post Change of Control Period”), the Executive’semployment with the Company is terminated (i) by the Company without Cause or (ii) by the Executivefor Good Reason.          3.2. Severance Benefit. Upon satisfaction of the terms and conditions of thisAgreement, and subject to Section 6, the Executive shall be entitled to the following Change ofControl Severance Benefits:     (a) Cash Payments. The Executive shall be entitled to receive an amount incash equal to the sum of:     (i) 100% of the greater of (x) the sum of the Executive’s Base Salary, benefitsand Target Bonus, in each case as in effect upon the date Executive’s employment wasterminated, or (y) the sum of the Executive’s Base Salary, benefits and TargetBonus, 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 andshall 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 “AnnualIncentive Plan” or “Performance Unit Plan” for the year in which the Executive’s terminationoccurs.     (b) Outplacement Services. The Company shall provide the Executive withoutplacement counseling services from an outplacement firm of national reputation to assistthe Executive in obtaining new employment, provided that the amount required to be expendedon such services by the Company shall not exceed 15% of the greater of Executive’s BaseSalary as in effect upon the date Executive’s employment was terminated or as in effect onthe Change of Control Date.     4. Standard Severance Benefits          4.1. Eligibility for Standard Severance Benefits. If the Executive’s employment withthe Company is terminated (i) by the Company without Cause or (ii) by the Executive for GoodReason, in each case other than during the Post Change of Control Period, the Executive shall beeligible for the benefits described in Section 4.2 (the “Standard Severance Benefits”).          4.2. Severance Benefit. Upon satisfaction of the terms and conditions of thisAgreement, and subject to Section 6, the Executive shall be entitled to the following StandardSeverance Benefits:
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     (a) Cash Payments. The Executive shall be entitled to receive an amount incash equal to the sum of:     A. For the one year period commencing on the effective date of thisagreement:     (i) 100% of the greater of (x) the sum of the Executive’s Base Salary, benefitsand Target Bonus, in each case as in effect upon the date Executive’s employment wasterminated, or (y) the sum of the Executive’s Base Salary, benefits and TargetBonus, 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 twelve (12) month period andshall 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 “AnnualIncentive Plan” or “Performance Unit Plan” for the year in which the Executive’s terminationoccurs.     B. Thereafter:     (i) 50% of the greater of (x) the sum of the Executive’s Base Salary, benefitsand Target Bonus, in each case as in effect upon the date Executive’s employment wasterminated, or (y) the sum of the Executive’s Base Salary, benefits and TargetBonus, 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 andshall 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 “AnnualIncentive Plan” or “Performance Unit Plan” for the year in which the Executive’s terminationoccurs.     (b) Outplacement Services. The Company shall provide the Executive withoutplacement counseling services from an outplacement firm of national reputation to assistthe Executive in obtaining new employment, provided that the amount required to be expendedon such services by the Company shall not exceed 15% of the greater of Executive’s BaseSalary as in effect upon the date Executive’s employment was terminated or as in effect onthe date hereof.     5. Release. Notwithstanding anything in this Agreement to the contrary, neither theRetention Bonus, the Change of Control Severance Benefits nor the Standard Severance Benefits shallbe payable to the Executive pursuant to this Agreement unless and until the eighth (8th) day afterthe Executive executes, in each case, a general release in the form of Exhibit A attachedhereto (the “Release”).
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     6. Limitation on Payments to Executive. Notwithstanding anything in this Agreement tothe contrary, the total of all payments made to the Executive under this Agreement shall be reducedsuch that no such payments will result, individually or in the aggregate, in (i) the paymentof any “excess parachute payments” within the meaning of Section 280G of the Internal RevenueCode, as amended (the “Code”) or (ii) the non-deductibility of such payments under Section162(m) of the Code.     7. Restrictive Covenants.          7.1. Confidentiality. The Executive understands and acknowledges that during theExecutive’s employment with the Company, the Executive has had and will have access to and haslearned and will learn (i) information proprietary to the Company and its Affiliates that concernsthe operation and methodology of the businesses conducted by the Company and its Affiliates and asthe same are hereafter conducted by the Company and its Affiliates (the “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, customerand supply lists, pricing and marketing plans, policies and strategies, details of client andconsultant contracts, operations methods, product development techniques, business acquisitionplans, new personnel acquisition plans and all other confidential information with respect to theBusiness (collectively, “Proprietary Information”). The Executive agrees that, from andafter the date hereof, the Executive will keep confidential and will not disclose directly orindirectly any such Proprietary Information to any third party, except as required to fulfill theExecutive’s duties as an Executive of the Company, and will not misuse, misappropriate or exploitsuch Proprietary Information in any way. The restrictions contained herein shall not apply to anyinformation which (a) was already available to the public at the time of disclosure, orsubsequently becomes available to the public otherwise than by breach of this Agreement, or (b) wasdisclosed due to a requirement of law, provided that the Executive shall have given prompt noticeof such requirement to the Company to enable the Company to seek an appropriate protective orderwith respect to such disclosure. Upon any termination of the employment of the Executive, theExecutive 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’spossession, including copies thereof.          7.2. Agreement Not to Compete/Non-Solicitation.     (a) During the twelve (12) month period following the first monthly paymentconstituting a Change of Control Severance Benefit, or during the six month period followingthe first monthly payment constituting the Standard Severance Benefit, as applicable (the“Non-Compete Period”), the Executive shall not become engaged in a managerial orexecutive 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.
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     (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 orwhich is, or within two years prior to the Non-Compete Period had been, a customer ofthe Company or any Affiliate of the Company.          7.3. Remedies. The Executive acknowledges and agrees that damages for a breach orthreatened breach of any of the covenants set forth in this Section 7 will be difficult todetermine and will not afford a full and adequate remedy, and therefore agrees that the Company, inaddition to seeking actual damages in connection therewith, may seek specific enforcement of anysuch covenant in any court of competent jurisdiction, including, without limitation, by theissuance of a temporary or permanent injunction. In addition, the Company may terminate thepayment of any remaining Change of Control Severance Benefits or Standard Severance Benefits in theevent of a breach or threatened breach of any of the covenants set forth in this Section 7.     8. Waiver of Other Severance Benefits. The Change of Control Severance Benefits andStandard Severance Benefits payable pursuant to this Agreement are in lieu of any and all otherseverance benefits that may otherwise be payable to the Executive upon termination of his or heremployment for any reason, (including, without limitation, any benefits to which the Executivemight otherwise have been entitled under the Stockholders Agreement, dated October 30, 1996, amongthe stockholders named therein and the Company, any employment agreement and any letter agreementsto which the Executive is a party (collectively, “Contractual Benefits”), except thosebenefits which are to be made available to the Executive as required by applicable law, andExecutive hereby waives all such Contractual Benefits in exchange for the Company’s agreement tomake the payments to be made hereunder.     9. Assumption of Agreement. The Company will require any successor (whether bypurchase of assets, merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Company to expressly assume and agree to perform all of the obligations of theCompany under this Agreement (including the obligation to cause any subsequent successor to alsoassume 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 othershall be in writing and personally delivered, delivered by overnight delivery service or mailed byregistered or certified mail, return receipt requested, postage prepaid, to the followingaddresses:       (a) If to the Company:         CSK Auto Corporation    625 East Missouri Avenue    Phoenix, Arizona 85012    Attn.: General Counsel         with a copy to:
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         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 itappears in the records of the Company     Any notice shall be deemed given when actually delivered to such address, or five days aftersuch notice has been mailed or one day after such notice has been sent by overnight deliveryservice, 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 besent.     11. Miscellaneous.          11.1. Entire Agreement. This Agreement, including the Release, contains the entireunderstanding of the parties in respect of its subject matter, and any other agreement orunderstanding between the parties, oral or written, made prior to the date of this Agreement ishereby terminated in its entirety.          11.2. Amendment; Waiver. This Agreement may not be amended, supplemented, cancelledor discharged, except by written instrument executed by the party affected thereby. No failure toexercise, and no delay in exercising, any right, power or privilege hereunder shall operate as awaiver thereof. No waiver of any breach of any provision of this Agreement shall be deemed to be awaiver 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 shallbind and inure to the benefit of any successor of the Company by reorganization, merger orconsolidation, or any assignee of all or substantially all of the Company’s business andproperties. The Company may assign its rights and obligations under this Agreement to any of itsAffiliates without the consent of the Executive, but shall remain liable for any payments providedhereunder not timely made by any Affiliate assignee. The Executive’s rights or obligations underthis Agreement may not be assigned by the Executive.          11.4. Headings. The headings contained in this agreement are for reference purposesonly and shall not affect the meaning or interpretation of this Agreement.          11.5. Governing Law. This Agreement shall be construed in accordance with andgoverned for all purposes by the laws and public policy (other than conflict of laws principles) ofthe State of Arizona applicable to contracts executed and to be wholly performed within such state.
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          11.6. Arbitration. Any dispute or controversy arising under or in connection withthis Agreement, including any claim arising out of or in connection with any termination of theExecutive’s employment, shall be settled exclusively by arbitration in Phoenix, Arizona inaccordance with the rules of the American Arbitration Association then in effect. Judgmentmay be entered on the arbitrator’s award in any court having jurisdiction.          11.7. Further Assurances. Each of the parties agrees to execute, acknowledge, deliverand perform, and cause to be executed, acknowledged, delivered and performed, at any time and fromtime 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 theprovisions or intent of this Agreement.          11.8 Severability. The parties have carefully reviewed the provisions of thisAgreement and agree that they are fair and equitable. However, in light of the possibility ofdiffering interpretations of law and changes in circumstances, the parties agree that if any one ormore of the provisions of this Agreement shall be determined by a court of competent jurisdictionto be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall, tothe 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 isdetermined 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 extentlegally 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 yearfirst above written.         CSK AUTO, INC.           By: /s/ Maynard Jenkins Name: Maynard Jenkins