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EXHIBIT 10.02
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
June 19, 1996
Mr. James Bazlen
c/o Northern Automotive Corporation
645 E. Missouri Avenue
Phoenix, Arizona 85012
Dear Jim:
This will confirm our arrangement as follows:
1. You shall serve as our President, Chief Operating Officer and
Chief Financial Officer, reporting to the Chief Executive Officer, at an annual
base salary of $350,000, subject to increase from time to time in the sole
judgment of the Chief Executive Officer.
2. This agreement shall terminate in the event of your death or
disability, in which event you shall be entitled to your base salary through
the date of death or disability and to any applicable life or disability
insurance benefits referred to below in full satisfaction of all of our
obligations hereunder or otherwise. It shall be terminable by us at any time
for Cause (as hereafter defined), in which event you would not be entitled to
any further compensation or benefits hereunder or otherwise. If this agreement
is terminated (i) by us except for Cause or as a result of your death or
disability, or (ii) by you at any time for Good Reason (as hereafter defined),
you shall be entitled to continue to receive, in full satisfaction of all of
our obligations hereunder or otherwise, your base salary and insurance benefits
set forth in paragraph 5 hereof during a period of one year from the date of
termination.
"Cause" shall mean (i) your willful and continued failure to perform
substantially all of your duties with us (other than any such failure resulting
from your incapacity due to physical or mental illness); or (ii) your engaging
in illegal conduct which is injurious to us; or (iii) your excessive use of any
alcohol while engaged in our affairs or the affairs of any of our affiliates
(or at any other time if you would continue to be under its influence when so
engaged); or (iv) your use of any narcotic or other stimulant; or (v) any
fraud, misappropriation (including any corporate opportunity), theft or
embezzlement of or with respect to any of our property.
"Good Reason" shall mean (i) if promptly objected to by you in
writing, (a) the assignment to you of any duties inconsistent in any
substantial and adverse respect with your position, authority or
responsibilities, or (b) any other substantial adverse change in such position
(including titles and reporting requirements), authority or responsibilities;
(ii) any failure by us to furnish you and/or, where applicable, your family
with the compensation and benefits as set forth herein or otherwise due you, or
(iii) our requiring you to be based or to perform services at any office or
location other than that at which you are currently based or performing, except
for travel reasonably required in the performance of your responsibilities.
3. You shall treat confidentially all non-public information relating
to us and our affiliates and our and their respective operations, customers and
others with whom we and they deal and not disclose or use such information for
your own purposes; and upon the termination, for any reason, of your employment
you shall not for a period of 1 year thereafter, (a) solicit, hire or engage in
business with any person who at (or within 12 months prior to) such termination
was employed by us or our affiliates or (b) unless we have terminated your
employment without Cause, directly or indirectly be employed by, associated
with or have any interest in any entity which is, or is affiliated
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with, a chain of automotive aftermarket stores of at least 50 stores west of
the Mississippi River in the United States (for the purposes hereof any store
the sales of which are comprised of more than 30% in automotive aftermarket
and/or related products shall be deemed to be an automotive aftermarket store).
4. You shall be entitled to such insurance and medical benefits as
are generally available to our Vice Presidents.
5. This agreement constitutes the entire agreement between you and us
with respect to the subject matter hereof, supersedes any and all prior
employment, salary, bonus and benefit agreements between you and either us or
our affiliates, except with respect to your participation in our annual bonus
plan, and may not be modified except in writing. If any restrictions contained
in this agreement shall be deemed invalid or unenforceable by reason of the
extent, duration or geographical scope thereof or otherwise, such restrictions
shall be reduced in a manner so as to render the balance of this agreement
enforceable.
If the foregoing correctly sets forth our understanding, please sign
at the place provided below.
Very truly yours
NORTHERN AUTOMOTIVE CORPORATION
By:
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ACCEPTED: Julius Trump, Chairman
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James Bazlen
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