0001193125-12-002258 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2012 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is executed on January 3, 2012, between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and David G. Robson, an individual (the “Executive”) and will become effective on the date Executive first reports to work with the Company (the “Effective Date”).

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NON-INCENTIVE STOCK OPTION AGREEMENT
Non-Incentive Stock Option Agreement • January 4th, 2012 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This NON-INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this January 3, 2012, by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and David G. Robson (“Optionee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan (the “Plan”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2012 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 17, 2012 (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Theodore R. Sanders, Jr., an individual (the “Employee”). As of the Effective Date, this Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Employee and the Company including the Employment Agreement between the Company and Employee dated March 29, 2010 (the “Prior Agreement”).

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