U.S. AUTO PARTS NETWORK, INC.
NOTICE OF GRANT OF STOCK OPTION
Notice is hereby given of the following option grant (the Option) to purchase shares of the Common Stock of U.S. Auto Parts Network, Inc. (the Corporation):
Vesting Commencement Date:
Exercise Price: $ per share
Number of Option Shares: shares of Common Stock
Type of Option: Incentive Stock Option
Non-Statutory Stock Option
Date Exercisable: Immediately Exercisable
Vesting Schedule: The Option Shares shall initially be unvested and subject to repurchase by the Corporation at the Fair Market Value per share at the time of Optionees cessation of Service. Optionee shall acquire a vested interest in, and the Corporations repurchase right shall accordingly lapse with respect to, (i) twenty-five percent (25%) of the Option Shares upon Optionees completion of one (1) year of Service measured from the Vesting Commencement Date and (ii) the balance of the Option Shares in a series of thirty-six (36) successive equal monthly installments upon Optionees completion of each additional month of Service over the thirty-six (36) month period measured from the first anniversary of the Vesting Commencement Date. In no event shall any additional Option Shares vest after Optionees cessation of Service.
Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the U.S. Auto Parts Network, Inc. 2006 Equity Incentive Plan (the Plan). Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit A. Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit B.
Optionee understands that any Option Shares purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit C.
REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.
At Will Employment. Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionees Service at any time for any reason, with or without cause.
|U.S. AUTO PARTS NETWORK, INC.|
|Title:||Chief Executive Officer|
Exhibit A - 2006 Equity Incentive Plan
Exhibit B - Stock Option Agreement
Exhibit C - Stock Purchase Agreement