**Exhibit 10.38.1****FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT**     This First Amendment (“Amendment”) to the Employment Agreement (the “EmploymentAgreement”) dated as of March 31, 2008, by and between CSK Auto, Inc., an Arizona corporation(the “Company”), a wholly owned subsidiary of CSK Auto Corporation, a Delaware corporation(“Parent”), and Lawrence N. Mondry (the “Executive”), dated as of June 8, 2007.     WHEREAS, the Executive and the Company have entered into the Employment Agreement; and     WHEREAS, the Company and Executive wish to amend the Employment Agreement as provided forherein;     WHEREAS, pursuant to Section 15.2 of the Employment Agreement, the parties affected therebymay amend the Employment Agreement by a written instrument;     NOW, THEREFORE, BE IT RESOLVED that the Employment Agreement is amended as follows, effectiveas of the date hereof:     1. Section 5.2 is hereby amended in its entirety to read as follows:     “As soon as practicable following the first regular meeting of the Board after theCompany’s filing with the SEC of its audited financial statements for the Company’s 2007fiscal year, or concurrent with the granting of awards to eligible grantees pursuant toParent’s equity grant policy (as amended from time to time by the Board), Parent will grantthe Executive an additional stock option to acquire such number of shares of Parent’s commonstock as is determined pursuant to the next sentence, with an exercise price equal to thefair market value of Parent’s common stock on the date of grant (the “2008 Option”),or, in the sole discretion of the Board, an equivalent award in the form of restricted stockor restricted stock units. The number of shares subject to the 2008 Option shall be equal tothe quotient obtained by dividing 130% of the Executive’s then Base Salary by the deemed pershare value of the shares of Parent’s common stock issuable under the 2008 Option on thegrant date determined using the same methodology as used by Parent for financial reportingpurposes under SFAS No. 123(R). The 2008 Option (or equivalent restricted stock orrestricted stock unit award) shall be subject to the terms and conditions set forth in theCompany’s stock incentive plans and standard form of award agreement for executive-levelemployees in use at the time of such grant, which terms and conditions may not be the sameas the terms and conditions of the Initial Option.”     2. Section 8.1 is hereby amended in its entirety to read as follows:     “During the period between the Commencement Date and June 30, 2008 (the “RelocationPeriod”), the Company agrees to reimburse the Executive for reasonable travel and temporaryliving expenses (including without limitation housing and other transportation expenses)incurred by the Executive in connection with his temporary living arrangements in Phoenix,Arizona and his travel between his home in Dallas,Texas and the Company’s corporate headquarters in Phoenix, Arizona, subject to a
 

 
reasonable limit on such expenses to be mutually agreed upon by the Board and the Executive.To the extent any payments under this Section 8.1 are taxable to the Executive, the Companyshall pay to the Executive an additional cash payment in an amount such that the Executivewill be in the same position as he would have been had no taxes been imposed upon orincurred as a result of any payments under this Section 8.1. Notwithstanding anythingherein to the contrary, if on or prior to June 30, 2008 the Company enters into an agreementthat, if consummated, would result in a Change of Control (as defined below), then theRelocation Period will be automatically extended until the earlier of (A) the date that iseight months after the consummation of the Change of Control transaction and (B) the datethat is thirty days following the date of the Executive’s termination of employment for anyreason. For the avoidance of doubt, to the extent the Relocation Period is extendedpursuant to the preceding sentence, from and after the consummation of the Change of Controltransaction referred to therein, the Company (and any successor thereto) shall continue toreimburse the Executive for travel and temporary living expenses pursuant to this Section8.1 on terms no less favorable than those agreed to by the Board and the Executive prior tothe consummation of the Change of Control, which terms shall include, but shall not belimited to, the terms set forth in Appendix A hereto and, to the extent notinconsistent with the Section 8.1 or Appendix A, the CSK Auto, Inc. RelocationPolicy and the Company’s travel policy, each as in effect and applicable to the Executiveprior to the Change of Control.”     3. Section 8.2 is hereby amended in its entirety to read as follows:     “During the Relocation Period (including any extension thereof pursuant to Section8.1), the Company shall provide the Executive with an automobile allowance of $2,000 permonth. Any automobile allowance after the end of the Relocation Period would be subject toreview and approval by the Board.”     4. Section 10.3(b)(v) is hereby amended in its entirety to read as follows:     “the Company breaches Section 8 (or Appendix A) of this Agreement and/orrequires (A) the Executive to relocate to Phoenix, Arizona prior to the expiration of theRelocation Period (including any extension thereof pursuant to Section 8.1); or (B) that theExecutive’s employment be based at a location outside a 50 mile radius from the Company’scurrent corporate headquarters in Phoenix, Arizona;”     5. Section 10.3(c) is hereby amended in its entirety to read as follows:     “If the Executive’s employment is terminated by the Company without Cause (other thanby reason of death or Disability) or if the Executive resigns for Good Reason, in each case,other than during the period commencing upon the consummation of a Change of Control andending on the first anniversary thereof, the Executive shall be entitled to receive: (i) theAccrued Rights within 7 business days following the date of such termination; (ii) subjectto (A) the Executive’s continued compliance with the provisions of Section 12 hereof and (B)the Executive’s execution and non-revocation of a mutual release with the Company in theform of Exhibit A attached hereto: a cash payment equal to two times the Executive’sBase Salary as in effect upon the date the
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Executive’s employment was terminated (withoutgiving effect to any reduction in Base Salary that constituted Good Reason for suchtermination), payable in equal monthlyinstallments over a two-year period commencing with the month following the date ofsuch termination; and (iii) for a period of one year subsequent to his termination, theCompany shall provide the Executive (and his eligible dependents, to the extent applicableand comparable to coverage afforded prior to termination of employment) with continuedcoverage under the Company’s medical, dental, vision and Exec-U-Care benefit plans, in eachcase, in accordance with the terms thereof and with the same level of coverage (and relatedcost to the Executive) as if the Executive had remained employed during such period; at thetime when the foregoing health coverage ends, at the Executive’s election and at theExecutive’s own expense, the Executive (and his eligible dependents) shall be entitled toCOBRA coverage for the full COBRA period (18 months); provided that, in no event shall theExecutive be entitled to participation in any other employee benefit plans or arrangementsor perquisites provided by the Company from and after the date the Executive’s employment isterminated, except as set forth herein. In addition, the Executive shall be permitted toretain for personal use following such termination of employment the cell phone and/or PDAand laptop computer provided to the Executive by the Company.”     6. Section 10.4(b) is hereby amended in its entirety to read as follows:     “If the Executive’s employment is terminated by the Company without Cause (other thanby reason of death or Disability) or if the Executive resigns for any reason (including GoodReason), in each case, during the period commencing upon the consummation of a Change ofControl and ending on the first anniversary thereof, the Executive shall be entitled toreceive: (i) the Accrued Rights within 7 business days following the date of suchtermination; (ii) subject to (A) the Executive’s continued compliance with the provisions ofSection 12 hereof and (B) the Executive’s execution and non-revocation of a mutual releasewith the Company in the form of Exhibit A attached hereto, a lump sum cash paymentequal to two times the sum of the Executive’s Base Salary and Target Bonus, in each case asin effect upon the date the Executive’s employment was terminated (without giving effect toany reduction in Base Salary or Target Bonus that constituted Good Reason for suchtermination), payable upon the Effective Date as defined in Section 7 of such release; and(iii) for a period of one year subsequent to his termination, the Company shall provide theExecutive (and his eligible dependents, to the extent applicable and comparable to coverageafforded prior to termination of employment) with continued coverage under the Company’smedical, dental, vision and Exec-U-Care benefit plans, in each case, in accordance with theterms thereof and with the same level of coverage (and related cost to the Executive) as ifthe Executive had remained employed during such period; at the time when the foregoinghealth coverage ends, at the Executive’s election and at the Executive’s own expense, theExecutive (and his eligible dependents) shall be entitled to COBRA coverage for the fullCOBRA period (18 months); provided that, in no event shall the Executive be entitled toparticipation in any other employee benefit plans or arrangements or perquisites provided bythe Company from and after the date the Executive’s employment is terminated, except as setforth herein. In addition, the Executive shall be permitted to retain for personal usefollowing such termination of employment the cell phone and/or PDA and
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laptop computerprovided to the Executive by the Company. Notwithstanding any provision of the Company’srelocation policy to the contrary, in the event of atermination of employment as described in this Section 10.4(b), the Executive shall notbe required to reimburse the Company for any relocation expenses properly incurred orexpended (whether pursuant to the Appendix A or otherwise), regardless of whether theExecutive’s termination of employment occurred within one year of the date Executivecommenced employment with the Company.”     7. Section 10.4 is hereby amended to add the following new subsection (c) after the end of theexisting Section 10.4(b):     “(c) In addition to any other payments or benefits hereunder, if a Change of Controloccurs on or prior to the end of the Company’s 2008 fiscal year and (i) the Executiveremains continuously employed by the Company or the continuing or surviving corporationresulting from the Change of Control on a full-time basis through the date that is sixmonths following the consummation of the Change of Control or (ii) the Executive’semployment with the Company is terminated (a) by the Company without Cause or (b) by theExecutive for Good Reason, in each case before the date that is six months following theconsummation of the Change of Control, then:     (i) if the Executive’s employment terminates prior to the end of the Company’s2008 fiscal year, the Company shall pay to the Executive, within 10 days followingthe date of such termination of employment, a gross lump sum cash amount equal tothe Executive’s Target Bonus for the 2008 fiscal year multiplied by a fraction, (a)the numerator of which is the greater of (1) the number of full or partial months(rounded up to the whole month) between February 4, 2008 and the date that is sixmonths following the consummation of the Change of Control or (2) the number of fullor partial months (rounded up to the whole month) the Executive was employed by theCompany and/or the continuing or surviving corporation during the 2008 fiscal year,and (b) the denominator of which is 12; provided, that the amount payable pursuantto this Section 10.4(c)(i) shall in no event exceed 100% of the Executive’s TargetBonus for the 2008 fiscal year; or     (ii) if the Executive remains employed by the Company or the continuing orsurviving corporation resulting from the Change of Control through the end of theCompany’s 2008 fiscal year, the Company shall pay to the Executive, within 10 daysfollowing the end of the Company’s 2008 fiscal year, a gross lump sum cash amountequal to the Executive’s Target Bonus for the 2008 fiscal year.”     8. Section 12.2(a) is hereby amended in its entirety to read as follows:     “During the Restricted Period (as defined below), the Executive shall not becomeengaged in a managerial or executive capacity for, or consultant to, Auto Zone, Inc., ThePep Boys — Manny, Moe & Jack, O’Reilly Automotive, Inc., Advance Stores Company,Incorporated, Discount Auto Parts, Inc., any other national auto parts and accessories
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retailer, any multi-state regional auto parts and accessories retailer that competes withthe Company, or any successor to any of them (each a “Competitor”). Notwithstandingthe foregoing, in the event of a Change of Control that results in the Company (or itsassets or business) being acquired or merging with a Competitor (or subsidiary thereof), thepreceding sentence shall have no effect with respect to such Competitor.”     9. Appendix attached to this Amendment is hereby added to the Employment Agreement asAppendix A thereto.     10. Except as provided for above, the provisions of the Employment Agreement shall remain infull force and effect.*(signature page follows)*
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     IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the datefirst written above.      CSK AUTO, INC.