**Exhibit 10.24****SEVERANCE AND RETENTION AGREEMENT**     SEVERANCE AND RETENTION AGREEMENT (this “Agreement”) dated as of March 31, 2008, byand between CSK Auto, Inc., an Arizona corporation (the “Company”), and [<EXECUTIVE>]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 of thedate 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 fraud ordishonesty which is injurious to the Company or any of its subsidiaries; (iii) has willfully andcontinually 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 physicalillness or injury), after a demand for substantial performance has been delivered to the Executiveby the Board of Directors of the Company, where such demand reasonably identifies the manner inwhich the Board of Directors believes that the Executive has refused to substantially perform hisduties and the passage of a reasonable period of time as specified by the Board of Directors forExecutive to comply with such demand; or (iv) has willfully engaged in gross misconduct injuriousto 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 theconsummation of the Change of Control.          1.6 The Executive shall have “Good Reason” to terminate employment if, without theExecutive’s consent:     (a) the Executive’s duties, responsibilities or authority are materially reduced ordiminished (provided, however, that neither (i) a change in the Executive’s reportingrelationships, nor (ii) an adjustment in the nature of the Executive’s duties andresponsibilities that, in either case, does not remove from him the authority with respectto the Company’s functional area, employees or products and services that the Executive hadimmediately prior to such change or adjustment shall constitute Good Reason);     (b) the Executive’s compensation or benefits are reduced;     (c) the Company reduces the potential earnings of the Executive under anyperformance-based bonus or incentive plan of the Company;
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     (d) 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 location as of the datehereof or the Executive’s employment location immediately prior to a Change of Control Date,as the case may be;     (e) 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;     (f) the Company breaches any of the material provisions of this Agreement or theExecutive’s employment agreement or offer letter (if any); or     (g) if applicable, the Company breaches any of the provisions of the Letter Agreement(the “Letter Agreement”), dated as of March 31, 2008, between the Company and theExecutive regarding the Executive’s commuting arrangements and related agreement by theCompany to pay or reimburse the Executive for travel, living and/or relocation expenses asset forth therein.          Notwithstanding the foregoing, none of the events referred to in (a) through (f) above shallconstitute Good Reason unless the Executive gives written notice to the Company of his election toterminate his employment for such reason within 15 days after he becomes aware of the existence offacts or circumstances constituting Good Reason; provided, however, that with respect to the eventsreferred to in (a) above that occur upon or directly as a result of a Change of Control, thisnotice period shall be extended until 90 days following the occurrence of the Change of Control.Such notice shall set forth in reasonable detail the facts and circumstances constituting the GoodReason and, if the Good Reason is a curable condition (in the good faith determination of theCompany), 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 45days and not more than 90 days from the date the notice is given; provided, however, that afterreceiving such notice, the Company shall be permitted to terminate the Executive’s employment priorto the termination date specified by Executive without payment of additional compensation to theExecutive (provided, however, that the Company shall still be obligated for payment of theseverance and other benefits set forth in this Agreement in accordance with the terms andconditions herein).          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 “Specified Change of Control” shall mean a Change of Control that results in theCompany (or the assets or earning power thereof) being acquired or otherwise controlled by one ormore of the following corporations: Auto Zone, Inc., The Pep Boys — Manny, Moe &Jack, O’Reilly Automotive, Inc., Advance Stores Company, Incorporated or Genuine PartsCompany.
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          1.9 “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.          2.1 Retention Bonus. If a Change of Control occurs and (i) the Executive remainscontinuously employed by the Company or its Affiliates or the continuing or surviving corporationresulting from the Change of Control on a full-time basis through the date that is six monthsfollowing the Change of Control Date or (ii) the Executive’s employment with the Company isterminated (a) by the Company without Cause or (b) by the Executive for Good Reason, in each casebefore the date that is six months following the Change of Control Date, the Company shall pay tothe Executive a gross lump sum cash amount equal to three (3) months of the Executive’s thencurrent Base Salary (the “Retention Bonus”). The Retention Bonus, if earned in accordancewith the preceding sentence, shall be paid to the Executive within 10 days following the date thatis six months following a Change of Control Date. Any payment of the Retention Bonus shall be paidnet of any applicable withholding required under federal, state or local law.          2.2 2008 Annual Bonus. If a Change of Control occurs on or prior to the end of theCompany’s 2008 fiscal year and (i) the Executive remains continuously employed by the Company orits Affiliates or the continuing or surviving corporation resulting from the Change of Control on afull-time basis through the date that is six months following the 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 theChange of Control Date, then:     (a) if the Executive’s employment terminates prior to the end of the Company’s 2008fiscal year, in addition to the Change in Control Severance Benefits (described below), theCompany shall pay to the Executive, within 10 days following the date of such termination ofemployment, a gross lump sum cash amount equal to the Executive’s Target Bonus for the 2008fiscal year multiplied by a fraction, (x) the numerator of which is the greater of (1) thenumber of full or partial months (rounded up to the whole month) between February 4, 2008and the date that is six months following the Change of Control Date or (2) the number offull or 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 (y)the denominator of which is 12; provided, that the amount payable pursuant to this Section2.2(a) shall in no event exceed 100% of the Executive’s Target Bonus for the 2008 fiscalyear; or     (b) if the Executive remains employed by the Company or its Affiliates or thecontinuing or surviving corporation resulting from the Change of Control through the end ofthe Company’s 2008 fiscal year, the Company shall pay to the Executive, within 10days following 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.
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Any payment pursuant to this Section 2.2 shall be paid net of any applicable withholding requiredunder federal, state or local law.     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 periodcommencing on the Change of Control Date (the “Post Change of Control Period”), theExecutive’s employment with the Company is terminated (i) by the Company without Cause or (ii) bythe Executive for Good Reason. In addition, the Executive shall be eligible for the Change ofControl Severance Benefits if there has been a Specified Change of Control and during the thirty(30) day period commencing on the date that is six (6) months following the Change of Control Date,the Executive’s employment is terminated by the Executive for any reason.          3.2 Severance Benefit. Upon satisfaction of the terms and conditions of thisAgreement, and subject to Section 5, 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 andTarget Bonus, in each case as in effect upon the date Executive’s employment wasterminated, or (y) the sum of the Executive’s Base Salary and Target Bonus, in eachcase as in effect on the Change of Control Date;     (ii) accrued and unused vacation;     (iii) reimbursement for properly incurred business expenses, including, but notlimited to, expenses incurred pursuant to the Letter Agreement, if any;     (iv) payment of Executive’s annual bonus, to the extent earned and unpaid atthe time of termination, for the fiscal year preceding the fiscal year in whichExecutive’s employment terminates; and     (v) any amounts due to Executive under the Company’s Cash In Lieu Bonus Plan(payable at the time or times specified therein).The payment described in clause (i) shall be made in equal monthly installments over atwelve (12) month period (the “severance period”) and shall be paid net of any applicablewithholding required under federal, state or local law. All other payments shall be paid inlump sum within 10 days following the date of termination, except for the payment describedin clause (iv), which shall be payable at the time bonuses are generally paid tothe Company’s executives. The payments described in this Section 3.2(a) shall be in lieu ofany payment otherwise due under the Company’s “Annual Incentive Plan” or
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“Performance UnitPlan” (but not any of the Company’s long-term or equity incentive plans or the Company’sCash In Lieu Bonus Plan) for the fiscal year in which the Executive’s termination occurs(other than the payment set forth in Section 2.2 hereof).     (b) Benefits Continuation. During the severance period, the Company shallprovide the Executive (and his eligible dependents, to the extent applicable and comparableto coverage afforded prior to termination of employment) with continued coverage under theCompany’s medical, dental, vision and Exec-U-Care benefit plans, in each case, in accordancewith the terms thereof and with the same level of coverage (and related cost to theExecutive) as if the Executive had remained employed during such period. Following theseverance period, 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). In no event shall the Executive be entitled to participation inany other employee benefit plans or arrangements or perquisites provided by the Company fromand after the date the Executive’s employment is terminated, except as set forth herein.     (c) Outplacement Services. The Company shall provide reimbursement to theExecutive for outplacement counseling services from an outplacement firm of nationalreputation engaged by the Executive to assist the Executive in obtaining new employment,provided that the amount required to be reimbursed for such services by the Company shallnot exceed 15% of the greater of Executive’s Base Salary as in effect upon the dateExecutive’s employment was terminated or as in effect on the Change of Control Date.     (d) Cell Phone/PDA. Executive shall be permitted to retain for personal usefollowing termination of employment the cell phone and/or PDA provided to Executive by theCompany.     (e) No Reimbursement of Relocation Expenses. Notwithstanding any provision ofthe Company’s relocation policy to the contrary, in no event shall the Executive (i) berequired to reimburse the Company for any relocation expenses properly incurred or expended(whether pursuant to the Letter Agreement or otherwise) or (ii) forfeit any right to taxgross-up protection, in each case, regardless of whether the Executive’s termination ofemployment occurred within one year of the date Executive commenced employment with theCompany.     (f) If the Company determines (i) that on the date the Executive’s employment with theCompany terminates or at such other time that the Company determines to be relevant, theExecutive is a “specified employee” (as such term is defined under Section 409A of theInternal Revenue Code of 1986, as amended (the “Code”)) of the Company and (ii) that paymentof the amounts set forth in Section 3.2(a) or other such payments provided hereunder wouldbe considered “deferred compensation” under Section 409A of the Code subject to theadditional tax under Section 409A(a)(1)(B) of the Code if provided at the time otherwiserequired under this Agreement, then commencement ofsuch payments shall be delayed until the earlier of
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(A) the Executive’s death or (B)the date that is six months following the Executive’s “separation from service” with theCompany (within the meaning of Section 409A of the Code). Any installment payments that aredelayed pursuant to the preceding sentence shall be paid in lump sum on the first date suchpayments become payable pursuant to the preceding sentence, after which time the remainderof the payments shall be made in equal monthly installments pursuant to Section 3.2.     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 5, the Executive shall be entitled to the following StandardSeverance 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 Executive’s Base Salary and TargetBonus, in each case as in effect upon the date Executive’s employment wasterminated, or (if applicable) (y) the sum of Executive’s Base Salary and TargetBonus, in each case as in effect on the date Executive gives notice, pursuant toSection 1.6, in the case of a termination for Good Reason;     (ii) accrued and unused vacation;     (iii) reimbursement for properly incurred business expenses, including, but notlimited to, expenses incurred pursuant to the Letter Agreement, if any;     (iv) payment of Executive’s annual bonus, to the extent earned and unpaid atthe time of termination, for the fiscal year preceding the fiscal year in whichExecutive’s employment terminates; and     (v) any amounts due to Executive under the Company’s Cash In Lieu Bonus Plan(payable at the time or times specified therein).The payment described in clause (i) shall be made in equal monthly installments over atwelve (12) month period (the “severance period”) and shall be paid net of any applicablewithholding required under federal, state or local law. All other payments shall be paid inlump sum within 10 days following the date of termination, except for the payment describedin clause (iv), which shall be payable at the time bonuses are generally paid to theCompany’s executives. The payments described in this Section 4.2(a) shall be in lieu of anypayment otherwise due under the Company’s “Annual Incentive Plan” or
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“Performance Unit Plan” (but not any of the Company’s long-term or equity incentive plans orthe Company’s Cash In Lieu Bonus Plan) for the fiscal year in which the Executive’stermination occurs (other than the payment set forth in Section 2.2 hereof).     (b) Benefits Continuation. During the severance period, the Company shallprovide the Executive (and his eligible dependents, to the extent applicable and comparableto coverage afforded prior to termination of employment) with continued coverage under theCompany’s medical, dental, vision and Exec-U-Care benefit plans, in each case, in accordancewith the terms thereof and with the same level of coverage (and related cost to theExecutive) as if the Executive had remained employed during such period. Following theseverance period, 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). In no event shall the Executive be entitled to participation inany other employee benefit plans or arrangements or perquisites provided by the Company fromand after the date the Executive’s employment is terminated, except as set forth herein.     (c) Outplacement Services. The Company shall provide reimbursement to theExecutive for outplacement counseling services from an outplacement firm of nationalreputation engaged by the Executive to assist the Executive in obtaining new employment,provided that the amount required to be reimbursed for such services by the Company shallnot exceed 15% of the greater of Executive’s Base Salary as in effect upon the dateExecutive’s employment was terminated or Executive’s Base Salary in effect on the dateExecutive gives notice pursuant to Section 1.6, in the case of a termination for GoodReason.     (d) Cell Phone/PDA. Executive shall be permitted to retain for personal usefollowing termination of employment the cell phone and/or PDA provided to Executive by theCompany.     (e) If the Company determines (i) that on the date the Executive’s employment with theCompany terminates or at such other time that the Company determines to be relevant, theExecutive is a “specified employee” (as such term is defined under Section 409A of theInternal Revenue Code of 1986, as amended (the “Code”)) of the Company and (ii) that paymentof the amounts set forth in Section 4.2(a) or other such payments provided hereunder wouldbe considered “deferred compensation” under Section 409A of the Code subject to theadditional tax under Section 409A(a)(1)(B) of the Code if provided at the time otherwiserequired under this Agreement, then commencement of such payments shall be delayed until theearlier of (A) the Executive’s death or (B) the date that is six months following theExecutive’s “separation from service” with the Company (within the meaning of Section 409Aof the Code). Any installment payments that are delayed pursuant to the preceding sentenceshall be paid in lump sum on the first date such payments become payable pursuant to thepreceding sentence, after which time the remainder of the payments shall be made in equalmonthly installments pursuant to Section 4.2.
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     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 (and does not subsequently revoke), in each case, a general release in theform of Exhibit A attached hereto (the “Release”).     6. Tax Indemnity Payments.     (a) Notwithstanding anything in this Severance Agreement or any other agreement betweenthe Executive and the Company to the contrary, in the event that it shall be determined thatthe aggregate payments or distributions by the Company, any purchaser, successor, or assignthereof, or any of its or their affiliates to or for the benefit of the Executive, whetherpaid or payable or distributed or distributable pursuant to the terms hereof, the LTIP orotherwise, but determined without regard to any additional payments required under thisSection 6 (each a “Payment”), constitute “parachute payments” (as such term isdefined under Section 280G of the Code or any successor provision, and the regulationspromulgated thereunder (collectively, “Section 280G”)) subject to the excise taximposed by Section 4999 of the Code or any successor provision (collectively, “Section4999”) or any interest or penalties with respect to such excise tax (the total excisetax, together with any interest and penalties, are hereinafter collectively referred to asthe “Excise Tax”)), then the Executive shall be entitled to receive an additionalpayment (a “Gross-Up Payment”) in an amount such that after payment by the Executiveof all taxes (including any interest or penalties imposed with respect to such taxes),including, without limitation, any federal, state or local income and self-employment taxesand Excise Tax (and any interest and penalties imposed with respect to any such taxes)imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Paymentequal to the Excise Tax imposed upon the Payments.     (b) Subject to the provisions of Section 6(c) hereof, all determinations required to bemade under this Section 6, including whether and when a Gross-Up Payment is required and theamount of such Gross-Up Payment and the assumptions to be utilized in arriving at suchdetermination, shall be made by the Company’s public accounting firm (the “AccountingFirm”), which shall provide detailed supporting calculations both to the Company and theExecutive within fifteen (15) business days of the receipt of notice from the Executive thatthere has been a Payment, or such earlier time as is requested by the Company. All fees andexpenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,as determined pursuant to this Section 6, shall be paid by the Company to the Executivewithin five (5) business days of the receipt of the Accounting Firm’s determination (itbeing understood, however, that the Gross Up Payment may, if permitted by law, be paiddirectly to the applicable taxing authorities). If the Accounting Firm determines that noExcise Tax is payable by the Executive, it shall furnish the Executive with a written reportdetailing its determination. Any determination by the Accounting Firm shall be binding uponthe Company and the Executive. As a result of the uncertainty in the application of Section4999 at the time of the initial determination by the Accounting Firm hereunder, it ispossible that Gross-Up Payments which will not have been made by the Company should havebeen made by the
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Company (an “Underpayment”), or that Gross-Up Payments will have been made by the Companywhich should not have been made (an “Overpayment”), consistent with the calculationsrequired to be made hereunder. In either such event, the Accounting Firm shall determinethe amount of the Underpayment or Overpayment that has occurred. In the event that theCompany exhausts its remedies pursuant to Section 6(c) and the Executive thereafter isrequired to make a payment of any Excise Tax, the Accounting Firm shall determine the amountof the Underpayment that has occurred and any such Underpayment shall be promptly paid bythe Company to or for the benefit of the Executive. In the case of an Overpayment, theExecutive shall, at the direction and expense of the Company, take such steps as arereasonably necessary (including, if reasonable, the filing of returns and claims forrefund), and otherwise reasonably cooperate with the Company to correct such Overpayment(or, if retained by the Executive, at his own expense to repay such Overpayment); provided,however, that (i) in the event of an Overpayment actually paid to the IRS or other relevanttaxing authority, and provided that the Executive uses his best efforts to seek a refund ofany such Overpayment, the Executive shall not be obligated to return to the Company anamount greater than the net after-tax portion of the Overpayment that he has retained or hasrecovered as a refund from the applicable taxing authorities and (ii) this provision shallbe interpreted in a manner consistent with the intent of Section 6(a) hereof to make theExecutive whole, on an after-tax basis, from the application of Section 4999.     (c) The Executive shall notify the Company in writing of any claim by the InternalRevenue Service that, if successful, would require a payment by the Company, or a change inthe amount of the payment by the Company of, the Gross-Up Payment. Such notification shallbe given as soon as practicable after the Executive is informed in writing of such claim andshall apprise the Company of the nature of such claim and the date on which such claim isrequested to be paid; provided that the failure to give any notice pursuant to this Section6(c) shall not impair the Executive’s rights under this Section 6 except to the extent theCompany is materially prejudiced thereby. The Executive shall not pay such claim prior tothe expiration of the 30-day period following the date on which the Executive gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxeswith respect to such claim is due). If the Company notifies the Executive in writing priorto the expiration of such period that it desires to contest such claim, the Executive shall:     (i) give the Company any information reasonably requested by the Companyrelating to such claim,     (ii) take such action in connection with contesting such claim as the Companyshall reasonably request in writing from time to time, including, withoutlimitation, accepting legal representation with respect to such claim by an attorneyreasonably selected by the Company,     (iii) cooperate with the Company in good faith in order effectively to contestsuch claim, and
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     (iv) permit the Company to participate in any proceedings relating to suchclaim; provided, however, that the Company shall bear and pay directly all costs andexpenses (including additional interest and penalties) incurred in connection withsuch contest and shall indemnify and hold the Executive harmless, on an after-taxbasis, for any Excise Tax or income, self-employment or other tax (includinginterest and penalties with respect thereto) imposed as a result of suchrepresentation and payment of costs and expenses.Without limitation on the foregoing provisions of this Section 6(c), the Company shallcontrol all proceedings taken in connection with such contest and, at its sole option, maypursue or forgo any and all administrative appeals, proceedings, hearings and conferenceswith the taxing authority in respect of such claim and may, at its sole option, eitherdirect the Executive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and the Executive agrees to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initial jurisdiction and in one or moreappellate courts, as the Company shall determine; provided further, that if the Companydirects the Executive to pay such claim and sue for a refund, the Company shall advance theamount of such payment to the Executive on an interest-free basis and shall indemnify andhold the Executive harmless, on an after-tax basis, from any Excise Tax or income,self-employment or other tax (including interest or penalties with respect to any suchtaxes) imposed with respect to such advance or with respect to any imputed income withrespect to such advance; and provided further, that any extension of the statute oflimitations relating to payment of taxes for the taxable year of the Executive with respectto which such contested amount is claimed to be due is limited solely to such contestedamount. Furthermore, the Company’s control of the contest shall be limited to issues withrespect to which a Gross-Up Payment would be payable hereunder and the Executive shall beentitled to settle or contest, as the case may be, any other issue raised by the InternalRevenue Service or any other taxing authority.If, after the receipt by the Executive of any Overpayment or any amount advanced by theCompany pursuant to Section 6(c) hereof, the Executive becomes entitled to receive, andreceives, any refund with respect to such claim, the Executive shall (subject to theCompany’s complying with the requirements of Section 6(c) hereof) promptly pay to theCompany the amount of such refund (together with any interest paid or credited thereon aftertaxes applicable thereto). If, after the receipt by the Executive of an amount advanced bythe Company pursuant to Section 6(c), a determination is made that the Executive shall notbe entitled to any refund with respect to such claim and the Company does not notify theExecutive in writing of its intent to contest such denial of refund prior to the expirationof ninety (90) days after such determination, then such advance shall be forgiven and shallnot be required to be repaid and the amount of such advance shall offset, to the extentthereof, the amount of Gross-Up Payment required to be paid.     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
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and has learned and will learn (i) information proprietary to the Company and its Affiliates thatconcerns the operation and methodology of the businesses conducted by the Company and itsAffiliates and as the 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, productdevelopment, price, customer and supply lists, pricing and marketing plans, policies andstrategies, details of client and consultant contracts, operations methods, product developmenttechniques, business acquisition plans, new personnel acquisition plans and all other confidentialinformation with respect to the Business (collectively, “Proprietary Information”). TheExecutive agrees that, from and after the date hereof, the Executive will keep confidential andwill 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 notmisuse, misappropriate or exploit such Proprietary Information in any way. The restrictionscontained herein shall not apply to any information which (a) was already available to the publicat the time of disclosure, or subsequently becomes available to the public otherwise than by breachof this Agreement, or (b) was disclosed due to a requirement of law, provided that the Executiveshall have given prompt notice of such requirement to the Company to enable the Company to seek anappropriate protective order with respect to such disclosure. Upon any termination of theemployment of the Executive, the Executive shall promptly return to the Company and its Affiliatesall documents, computer disks, records, notebooks and similar repositories of any ProprietaryInformation 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 Executive’s termination ofemployment under circumstances entitling the Executive to either the Change of ControlSeverance Benefits or the Standard Severance Benefits, as applicable (the “Non-CompetePeriod”), the Executive shall not become engaged in a managerial or executive capacityfor, or consultant to, Auto Zone, Inc., The Pep Boys — Manny, Moe & Jack, O’ReillyAutomotive, Inc., or Advance Stores Company, Incorporated (the “Competitors”).Notwithstanding the foregoing, in the event of a Change of Control that results in theCompany (or its assets or business) being acquired or merging with a Competitor (orsubsidiary thereof), the preceding sentence shall have no effect with respect to suchCompetitor.     (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 orany 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,in addition to seeking actual damages in connection therewith, may seek specific
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enforcementof any such 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 Executive mightotherwise have been entitled under the Stockholders Agreement, dated October 30, 1996, among thestockholders named therein and the Company, any employment agreement and any letter agreements towhich the Executive is a party (collectively, “Contractual Benefits”), except thosebenefits which are to be made available to the Executive as required by applicable law and asprovided herein, and Executive hereby waives all such Contractual Benefits in exchange for theCompany’s agreement to make the payments to be made hereunder. For the avoidance of doubt, nothingin this Section 8 shall be deemed to waive any rights the Executive may have under the Company’slong-term and/or equity incentive plans, tax-qualified retirement plans or nonqualified deferredcompensation plans.     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