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Separation Agreement And General Release - Richard P. Johnson

This is an actual contract by American Tire Distributors.

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Sectors: Consumer Products (Durables)
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: May 21, 2010
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Exhibit 10.19


This Separation Agreement and General Release of Claims (this " Agreement" ), dated as of May 21, 2010, is entered into by and between Richard P. Johnson (" Executive" ), and American Tire Distributors, Inc., a Delaware corporation (the " Company" , subject to Section 5(k)) (collectively, the " Parties" ).


A. Pursuant to the terms of the Employment Agreement made and entered into as March 31, 2005, by and between the Company and Executive (as amended from time to time, the " Employment Agreement" ), Executive is currently employed by the Company and serves as a member of the Board of Directors of American Tire Distributors Holdings, Inc. (" Parent" );

B. Parent has entered into an Agreement and Plan of Merger, dated as of April 20, 2010 (as the same may be amended, the " Merger Agreement" ), by and among, Parent, Accelerate Holdings Corp., Accelerate Acquisition Corp. (" Merger Sub" ) and Investcorp International, Inc., as Stockholders Representative, pursuant to which, Merger Sub will merge (the " Merger" ) with and into the Company and in connection therewith all directors of Parent are required to resign unless otherwise agreed to by the parties to the Merger Agreement; and

C. In connection with the transactions contemplated by the Merger Agreement, the Parties have determined that it is in their mutual best interests for Executive' s employment and service with the Company and its affiliates to terminate on the terms and conditions set forth herein.

NOW THEREFORE, it is understood and agreed by and between the Parties hereto that in full, sufficient and complete consideration of the mutual promises and covenants contained herein, Executive and the Company hereby agree as follows:


1. Resignation . Effective as of the Closing Date (as such term is defined in the Merger Agreement), Executive hereby resigns his employment with the Company, as well as all other positions that Executive may hold as an employee, officer and/or director of Parent or any of its subsidiaries or affiliates (such resignation date, the " Separation Date" ).

2. Continued Payment Of Wages and Accrued Vacation . From the date hereof until the Separation Date, Executive shall continue to receive his base salary and participate in all Company benefit plans in which he and/or his dependents currently participate. On the Separation Date, the Company shall pay Executive all unpaid wages and accrued vacation pay through the Separation Date and, except as provided in Section 4 below, Executive' s (and Executive' s dependents) participation in Company benefit plans shall cease and terminate.

3. Severance Pay . Notwithstanding anything to the contrary in the Employment Agreement, on the Separation Date, the Company shall pay to Executive a lump severance payment equal to $300,000 less required withholdings and deductions paid on the Separation Date. Executive shall not be entitled to any other or additional payments with respect to

Executive' s employment, including any annual performance-based cash bonus program, severance programs or similar obligations (it being agreed that the payment pursuant to this Section 3 shall be in lieu of any such participation, severance payment or other obligation pursuant to the terms of any Company benefit plan or the Employment Agreement).

4. Continuation of Benefits . Executive shall be entitled to continued participation by Executive and his immediate family at the Company' s expense in the health benefit plan or program maintained by the Company from time to time until Executive' s sixty-fifth birthday.

5. Further Obligations

(a) Executive acknowledges receipt of any salary, wages, incentives, bonuses, commissions and any other type of compensation due to Executive, and Executive acknowledges that Executive has been paid in full and is owed no additional compensation of any kind, for work performed through and including the date hereof, except as provided under Sections 2 and 3 above. Executive further acknowledges that, as of the date of Executive' s signing of this Agreement, Executive has sustained no injury or illness related in any way to Executive' s employment with the Company for which a workers compensation claim has not already been filed.

(b) In return for the Company' s agreement to provide Executive with the consideration referred to in Sections 2, 3 and 4, Executive, for Executive and Executive' s heirs, beneficiaries, designees, privies;. executors, administrators, attorneys, representatives, and agents, and Executive' s and their assigns, successors and predecessors, hereby releases and forever discharges the Company and its parents, subsidiaries and affiliates, its and their officers, directors, employees, members, agents, attorneys and representatives, and the predecessors, successors and assigns of each of the foregoing (collectively, the " Released Parties" ) from any and all actions, causes of action, suits, debts, claims, complaints, charges, contracts, controversies, agreements, promises, damages, counterclaims, cross-claims, claims for contribution and/or indemnity, claims for costs and/or attorneys' fees, judgments and demands whatsoever, in law or equity, known or unknown, Executive ever had, now has, or may have against the Released Parties as of the date of Executive' s signing of this Agreement. This release includes, but is not limited to, any claims alleging breach of express or implied contract, wrongful discharge, constructive discharge, breach of an implied covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent supervision or retention, violation of the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Sarbanes-Oxley Act of 2002, claims pursuant to any other federal, state or local law regarding discrimination, harassment or retaliation based on age, race, sex, religion, national origin, marital status, disability, sexual orientation or any other unlawful basis or protected status or activity, and claims for alleged violation of any other local, state or federal law, regulation, ordinance, public policy or common-law duty having any bearing whatsoever upon the terms and conditions of, and/or the cessation of Executive' s employment with and by the Company. This release does not include claims that ay not be released under applicable law.

(c) Executive agrees not only to release and discharge the Released Parties from any and all claims against the Released Parties that Executive could make on Executive' s own behalf, but also those which may have been or may be made by any other person or organization on Executive' s behalf. Executive specifically waives any right to become, and promises not to become, a member of any class in a case in which any claim or claims are asserted against any of the Released Parties bas
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