2014 Uses in Long-Term Incentive Awards Clause

Long-Term Incentive Awards from Employment Agreement

This EMPLOYMENT AGREEMENT (the "Agreement") is made as of January 4, 2017 (the "Effective Date"), between Scott Pettit, an individual ("Employee"), and Fenix Parts, Inc., a Delaware corporation (the "Company" or "Employer"). This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between Employer and Employee.

Long-Term Incentive Awards. Employee will be eligible to receive equity incentive awards under the Company's 2014 Amended and Restated Incentive Stock Plan (the "2014 Stock Plan") and any other future plan that may be approved by the Company's shareholders and adopted by the Company for each full fiscal year that Employee is employed under this Agreement. Such equity awards, which generally vest over three to five years from the date of grant, are intended as an incentive for future performance and to align management and shareholder interests. For 2016, the nature and amount of such equity awards, if any, and the vesting terms will be based 100% on the discretion of the Committee based on the Committee's assessment of the corporate and individual performance for that fiscal year. For 2017 and future years, provided that the Company has shares available for grant under the 2014 Stock Plan or other approved plans, the Committee will establish a written plan (the "Annual Long-Term Incentive Plan") with (i) pre-determined quantifiable objective performance goals and metrics as determinants for a portion of the eligible equity award, and/or (ii) pre-determined qualitative subjective goals as determinants for a portion of the eligible equity award. The long-term incentive awards determined to be due, if any, will be issued within 120 calendar days after the close of the Company's fiscal year and completion of an outside audit by the Company's independent public accounting firm.

Long-Term Incentive Awards from Employment Agreement

This EMPLOYMENT AGREEMENT (the "Agreement") is made as of January 4, 2017 (the "Effective Date"), between Art Golden, an individual ("Employee"), and Fenix Parts, Inc., a Delaware corporation (the "Company" or "Employer"). This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between Employer and Employee.

Long-Term Incentive Awards. Employee will be eligible to receive equity incentive awards under the Company's 2014 Amended and Restated Incentive Stock Plan (the "2014 Stock Plan") and any other future plan that may be approved by the Company's shareholders and adopted by the Company for each full fiscal year that Employee is employed under this Agreement. Such equity awards, which generally vest over three to five years from the date of grant, are intended as an incentive for future performance and to align management and shareholder interests. For 2016, the nature and amount of such equity awards, if any, and the vesting terms will be based 100% on the discretion of the Committee based on the Committee's assessment of the corporate and individual performance for that fiscal year. For 2017 and future years, provided that the Company has shares available for grant under the 2014 Stock Plan or other approved plans, the Committee will establish a written plan (the "Annual Long-Term Incentive Plan") with (i) pre-determined quantifiable objective performance goals and metrics as determinants for a portion of the eligible equity award, and/or (ii) pre-determined qualitative subjective goals as determinants for a portion of the eligible equity award. The long-term incentive awards determined to be due, if any, will be issued within 120 calendar days after the close of the Company's fiscal year and completion of an outside audit by the Company's independent public accounting firm.

Long-Term Incentive Awards from Employment Agreement

This EMPLOYMENT AGREEMENT (the "Agreement") is made as of January 4, 2017 (the "Effective Date"), between Kent Robertson, an individual ("Employee"), and Fenix Parts, Inc., a Delaware corporation (the "Company" or "Employer"). This Agreement hereby supersedes any other employment agreements or understandings, written or oral, between Employer and Employee.

Long-Term Incentive Awards. Employee will be eligible to receive equity incentive awards under the Company's 2014 Amended and Restated Incentive Stock Plan (the "2014 Stock Plan") and any other future plan that may be approved by the Company's shareholders and adopted by the Company for each full fiscal year that Employee is employed under this Agreement. Such equity awards, which generally vest over three to five years from the date of grant, are intended as an incentive for future performance and to align management and shareholder interests. For 2016, the nature and amount of such equity awards, if any, and the vesting terms will be based 100% on the discretion of the Committee based on the Committee's assessment of the corporate and individual performance for that fiscal year. For 2017 and future years, provided that the Company has shares available for grant under the 2014 Stock Plan or other approved plans, the Committee will establish a written plan (the "Annual Long-Term Incentive Plan") with (i) pre-determined quantifiable objective performance goals and metrics as determinants for a portion of the eligible equity award, and/or (ii) pre-determined qualitative subjective goals as determinants for a portion of the eligible equity award. The long-term incentive awards determined to be due, if any, will be issued within 120 calendar days after the close of the Company's fiscal year and completion of an outside audit by the Company's independent public accounting firm.