U.S. Auto Parts Network, Inc. Sample Contracts

U.S. Auto Parts Network, Inc. – SEPARATION AGREEMENT AND RELEASE OF CLAIMS (April 10th, 2019)

This Separation Agreement and Release of Claims (the “Agreement”) is made effective April 5, 2019 (the “Effective Date”), by and between Neil Watanabe (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).

U.S. Auto Parts Network, Inc. – SECOND AMENDMENT AGREEMENT (March 28th, 2019)

This Second Amendment Agreement (this “Amendment”) is made and entered into as of March 25, 2019 (the “Effective Date”), by and among U.S. Auto Parts Network, Inc. (the “Company”), Mehran Nia (“Mr. Nia”) and the Nia Living Trust Established September 2, 2004 (the “Trust” and together with Mr. Nia, “Nia”).

U.S. Auto Parts Network, Inc. – CONSULTING AGREEMENT (March 28th, 2019)

This Consulting Agreement (“Agreement”) is entered into as of March 25, 2019 (the “Effective Date”) by and between The U.S. Auto Parts Network, Inc. (the “Company”) and Mehran Nia (“Consultant”).  The Company desires to retain Consultant as an independent contractor to perform services for the Company, and Consultant is willing to perform such services, on the terms described below.  In consideration of the mutual promises contained herein, the parties agree as follows:

U.S. Auto Parts Network, Inc. – EMPLOYMENT AGREEMENT (March 15th, 2019)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into March 14, 2019 (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and David Meniane, an individual (the “Executive”).

U.S. Auto Parts Network, Inc. – AMENDMENT AGREEMENT (January 23rd, 2019)

This Amendment Agreement (this “Amendment”) is made and entered into as of January 17,  2019 (the “Effective Date”), by and among U.S. Auto Parts Network, Inc. (the “Company”), Mehran Nia (“Mr. Nia”) and the Nia Living Trust Established September 2, 2004 (the “Trust” and together with Mr. Nia, “Nia”).

U.S. Auto Parts Network, Inc. – BOARD CANDIDATE AGREEMENT (January 23rd, 2019)

This Board Candidate Agreement (this “Agreement”) is made and entered into as of January 18,  2019  (the “Effective Date”) by and among U.S. AUTO PARTS NETWORK, INC., a Delaware corporation (the “Company”) and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively with their respective affiliates, the “Investors”), which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, $0.001 par value per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

U.S. Auto Parts Network, Inc. – SEPARATION AGREEMENT (January 23rd, 2019)

This Agreement made and entered into this January 23, 2019 at Mandaluyong City by and between: U.S. Auto Parts Network (Philippines) Corp. (the “Company”), a corporation organized and existing under Philippine laws with address at 9F, Robinsons Cybergate Plaza, EDSA Boni Avenue, Mandaluyong City, represented in this act by Lev Peker.

U.S. Auto Parts Network, Inc. – SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (January 23rd, 2019)

This Separation Agreement and Release of All Claims (the “Agreement”) is between Roger Hoffmann (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).

U.S. Auto Parts Network, Inc. – SEPARATION AGREEMENT AND RELEASE OF CLAIMS (December 11th, 2018)

This Separation Agreement and Release of Claims (the “Agreement”) is made effective December 11, 2018 (the “Effective Date”), by and between David Eisler (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).

U.S. Auto Parts Network, Inc. – EMPLOYMENT AGREEMENT (November 28th, 2018)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into November 27, 2018 (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Lev Peker, an individual (the “Executive”).

U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS October 2018 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the a (October 30th, 2018)
U.S. Auto Parts Network, Inc. – SEPARATION AGREEMENT AND RELEASE OF CLAIMS (October 10th, 2018)

This Separation Agreement and Release of Claims (the “Agreement”) is made effective October 5, 2018 (the “Effective Date”), by and between Aaron Coleman (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).

U.S. Auto Parts Network, Inc. – 2016 Equity Incentive Plan Form of Restricted Stock Unit Award Grant Notice (August 9th, 2018)

Subject to Section 2 of the Agreement, this Award will vest as follows: the RSUs shall vest in full at the 2019 annual meeting of stockholders, subject to Participant’s Continuous Service with the Company through such vesting date. Each installment of RSUs that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2).

U.S. Auto Parts Network, Inc. – EMPLOYMENT AGREEMENT (August 9th, 2018)

THIS EMPLOYMENT AGREEMENT (the “Agreement ") is revised effective June 14, 2018 (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and David Eisler, an individual (the “Executive”). This Agreement was initially effective on May 20, 2015 (the “Initial Effective Date”).

U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS August 2018 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the an (August 9th, 2018)
U.S. Auto Parts Network, Inc. – BOARD CANDIDATE AGREEMENT (June 1st, 2018)

This Board Candidate Agreement (this “Agreement”) is made and entered into as of May 31, 2018 by and among U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), Mehran Nia (the “New Director”) and the Nia Living Trust Established September 2, 2004 (the “Trust”, and together with the New Director, “Nia”).

U.S. Auto Parts Network, Inc. – Re: Board Agreement between U.S. Auto Parts Network, Inc. and Mehran Nia (June 1st, 2018)

This letter agreement shall be governed by and construed under the laws of the State of Delaware as such laws are applied to agreements among Delaware residents entered into and performed entirely within the State of Delaware, without reference to the conflict of laws provisions thereof. This letter agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. This letter agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Signatures delivered by facsimile or electronic transmission shall be treated as original signatures hereto.

U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS May 2018 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the antic (May 24th, 2018)
U.S. Auto Parts Network, Inc. – 2017 Independent Director Compensation Plan (March 14th, 2018)

The compensation and benefits for service as a member of the Board of Directors is determined by our Board of Directors. Directors employed by us or one of our subsidiaries are not compensated for service on the Board or on any committee of the Board; however, we reimburse each of our directors for any out-of-pocket expenses in connection with attending meetings of our Board of Directors and committees of the Board of Directors. Each of our non-employee directors, other than Mr. Khazani, are entitled to a fee of $30,000 per year for his or her service as a director. Members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee each receive an additional $7,500, $5,000 and $2,500, respectively, per year for his or her service on such committee. The chairpersons of the Board, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee receive an additional $25,000, $14,500, $2,500, and $2,500,

U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS March 2018 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the eff (March 12th, 2018)
U.S. Auto Parts Network, Inc. – 2016 Equity Incentive Plan Form of Performance Cash Bonus Award Grant Notice (January 11th, 2018)

The Award represents the right to receive a cash bonus only when the performance objectives set forth on Exhibit A have been achieved during the performance period ended December 29, 2018. The Award is subject to the terms and conditions set forth in the Agreement and in the Plan.

U.S. Auto Parts Network, Inc. – 2016 Equity Incentive Plan Form of Restricted Stock Unit Award Grant Notice (January 11th, 2018)

Subject to Section 2 of the Agreement, this Award will vest as follows: 25% of the RSUs shall vest on the first anniversary of the Date of Grant and the remainder will vest in equal quarterly installments thereafter over the subsequent three years, subject to Participant’s Continuous Service to the Company through such vesting dates. Each installment of RSUs that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2).

U.S. Auto Parts Network, Inc. – 2016 Equity Incentive Plan Form of Performance Restricted Stock Unit Award Grant Notice (January 11th, 2018)

The Performance Restricted Stock Units will convert into vested shares of Common Stock subject to the Company’s achievement of the performance objectives set forth on Exhibit A for the performance period ended December 29, 2019, and subject further to Participant’s Continuous Service through the Determination Date (as defined below). Such conversion will take place on the date in 2019 that the Compensation Committee of the Company’s Board of Directors (the “Committee”) determines and certifies whether such performance objectives have been achieved, provided that such date may not be later than March 15, 2019 (the “Determination Date”). The number of Performance Restricted Stock Units (disregarding any fractional units) which shall vest on the Determination Date shall be determined by the Committee based upon the extent to which the performance objectives set forth on Exhibit A are met. If the minimum performance objectives are not met, the PRSU’s shall not vest and no shares of Commo

U.S. Auto Parts Network, Inc. – NASDAQ: PRTS Investor Presentation October 2017 Safe Harbor NASDAQ:PRTS This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward- looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities (October 30th, 2017)
U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS August 2017 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the ef (August 10th, 2017)
U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS May 2017 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the effec (May 15th, 2017)
U.S. Auto Parts Network, Inc. – EMPLOYMENT AGREEMENT (March 31st, 2017)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is revised effective March 30, 2017 (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Aaron Coleman, an individual (the “Executive”). This Agreement was initially effective on April 3, 2008 (the “Initial Effective Date”) and was subsequently amended on March 29, 2010, September 18, 2012 and February 14, 2014.

U.S. Auto Parts Network, Inc. – TRANSITION CONSULTING SERVICES AGREEMENT (March 31st, 2017)

This Transition Consulting Services Agreement (the “Agreement”) is made effective March 30, 2017 (the “Effective Date”), by and between Shane Evangelist (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).

U.S. Auto Parts Network, Inc. – Investor Presentation NASDAQ: PRTS March 2017 Safe Harbor 1 This presentation contains “forward-looking” statements, within the meaning of the federal securities laws, that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, expected growth and business strategies, key operating metrics, financing plans, competitive position, industry environment, potential product offerings, potential market and growth opportunities and the eff (March 10th, 2017)
U.S. Auto Parts Network, Inc. – DISSOLUTION AGREEMENT (March 7th, 2017)

This Dissolution Agreement (this “Agreement”) is entered into as of March 6, 2017 (the “Effective Date”), by and between AutoMD, Inc., a Delaware corporation (“AutoMD”), with an address of 16941 Keegan Avenue, Carson, California 90746, Oak Investment Partners XI, Limited Partnership (“Oak”), with an address of 525 University Avenue, Suite 1300, Palo Alto, CA 94301, and Sol Khazani Living Trust (the “Khazani Trust” and together with USAP and Oak, the “AutoMD Stockholders”), with an address of 578 Washington Blvd., #854, Marina Del Rey, CA 90292. AutoMD and the AutoMD Stockholders shall together be referred to herein as the “Parties”, and each may be referred to herein as a “Party”.

U.S. Auto Parts Network, Inc. – FORM OF ADOPTION AGREEMENT DEFERRED COMPENSATION PLAN (March 7th, 2017)

The undersigned Company, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Deferred Compensation Plan, and having determined that adoption of this Plan as an unfunded, nonqualified deferred compensation plan (intending that the same comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended) would better enable the Company to attract and retain key personnel, HEREBY ADOPTS the attached Deferred Compensation Plan, subject to the

U.S. Auto Parts Network, Inc. – REDEMPTION AGREEMENT (January 30th, 2017)

This Redemption Agreement (this “Agreement”) is entered into as of January 26, 2017 (the “Effective Date”), by and among AutoMD, Inc., a Delaware corporation (“AutoMD”), with an address of 16941 Keegan Avenue, Carson, California 90746, Federal-Mogul Motorparts Corporation, a Delaware corporation (“Fed-Mogul MP”), with an address of 26555 Northwestern Highway, Southfield, Michigan 48033, and Muzzy-Lyon Auto Parts, Inc., a Delaware corporation (“Muzzy-Lyon”), with an address of 26555 Northwestern Highway, Southfield, Michigan 48033. AutoMD, Fed-Mogul MP, and Muzzy-Lyon shall collectively be referred to herein as the “Parties”, and each may be referred to herein as a “Party”.

U.S. Auto Parts Network, Inc. – REDEMPTION AGREEMENT (January 30th, 2017)

This Redemption Agreement (this “Agreement”) is entered into as of January 26, 2017 (the “Effective Date”), by and between AutoMD, Inc., a Delaware corporation (“AutoMD”), with an address of 16941 Keegan Avenue, Carson, California 90746, and Manheim Investments, Inc., a Delaware corporation (“Seller”), with an address of 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. AutoMD and Seller shall together be referred to herein as the “Parties”, and each may be referred to herein as a “Party”.

U.S. Auto Parts Network, Inc. – RELEASE AGREEMENT (January 30th, 2017)

This Release Agreement (this “Agreement”) is made and entered into as of January 26, 2017 (the “Effective Date”), by and among (i) AutoMD, Inc., a Delaware corporation (“AutoMD”), (ii) Muzzy-Lyon Auto Parts, Inc. (“Muzzy-Lyon”), Oak Investment Partners XI, Limited Partnership, Manheim Investments, Inc., Sol Khazani Living Trust and U.S. Auto Parts Network, Inc. (collectively, the “Investors”), and (iii) Federal-Mogul Motorparts Corporation (“Fed-Mogul”).

U.S. Auto Parts Network, Inc. – 2016 Equity Incentive Plan Form of Performance Cash Bonus Award Grant Notice (January 26th, 2017)

The Award represents the right to receive a cash bonus only when the performance objectives set forth on Exhibit A have been achieved during the performance period ended December 30, 2017. The Award is subject to the terms and conditions set forth in the Agreement and in the Plan.