CSK AUTO, INC.
Exhibit 10.44
CSK AUTO, INC.
March 31, 2008
Xxxxx Xxxxxxxxxxx
[Address]
[Address]
Dear Xxx:
In connection with your employment by CSK Auto, Inc. (the “Company”), the Company currently
reimburses the costs incurred by you in connection with (i) your commute to and from the Company’s
offices in Phoenix, Arizona, and (ii) temporary living arrangements in Phoenix, Arizona area.
The Company hereby agrees that if, prior to the completion of your permanent relocation to the
Phoenix, Arizona area, the Company enters into an agreement that, if consummated, would result in a
Change of Control (as defined in the CSK Auto Corporation 2004 Stock and Incentive Plan), then (i)
the period during which the Company will continue to reimburse you for temporary housing,
relocation and commuting expenses (as set forth in your offer letter) shall be automatically
extended until the earlier of (A) the date that is eight months after the consummation of the
Change of Control transaction and (B) the date that is thirty days following the date of your
termination of employment for any reason, (ii) you will not be required to relocate to the Phoenix,
Arizona area after the date the Change of Control is consummated, (iii) unless the board of
directors or chief executive officer of the Company determines otherwise, you will not be permitted
to relocate to the Phoenix, Arizona area after the date such agreement is entered into, and (iv)
from and after the consummation of the Change of Control and until the earlier of (A) the date that
is eight months after the consummation of the Change of Control transaction and (B) the date that
is thirty days following the date of your termination of employment for any reason, the Company
(and any successor thereto) will continue to reimburse you for travel and temporary living expenses
on terms no less favorable than those provided to you prior to the consummation of the Change of
Control, which terms shall include, but shall not be limited to, the terms set forth in
Appendix A hereto and, to the extent not inconsistent with Appendix A, the CSK
Auto, Inc. Relocation Policy and the Company’s travel policy, each as in effect and applicable to
you prior to the Change of Control.
For the avoidance of doubt, nothing herein shall limit the Company’s additional obligations
under that certain employment offer letter between you and the Company dated October 24, 2007,
which shall continue to apply (regardless of the occurrence of a Change of Control) in accordance
with the terms thereof.
signature page follows
Xxxxx Xxxxxxxxxxx
March 31, 2008
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March 31, 2008
Page 2
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date
first written above.
CSK AUTO, INC. | ||||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: Xxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer |
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CSK AUTO CORPORATION | ||||
By: | /s/ XXXXXXXX X. XXXXXX | |||
Name: Xxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer |
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XXXXX XXXXXXXXXXX | ||||
/s/ XXXXX X. XXXXXXXXXXX | ||||
Xxxxx Xxxxxxxxxxx
March 31, 2008
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March 31, 2008
Page 3
Appendix A — Approved Relocation Expenses
Effective as of March 31, 2008, the following travel and temporary living expense reimbursements
have been approved by the Compensation Committee of the Board of Directors of the Company and CSK
Auto Corporation:
• | Temporary housing consistent with the Executive’s existing accommodations in and around the Phoenix, Arizona metropolitan area or comparable housing in the Executive’s sole discretion. | |
• | Weekly travel (such reimbursement consistent with past practices and the Company’s existing travel policy) between Phoenix, Arizona and your residences in Glen Ellyn, Illinois, Portage, Wisconsin and Long Beach, California. | |
• | Reimbursement of the cost to transport you and your family and any and all of your personal goods back to Glen Ellyn, Illinois following termination of your employment for any reason other than Cause. |