0001378950-08-000014 Sample Contracts

NON-INCENTIVE STOCK OPTION AGREEMENT

Non-Incentive Stock Option Agreement • May 2nd, 2008 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

• Contract Type
  Non-Incentive Stock Option Agreement
• Filed
  May 2nd, 2008
• Company
  U.S. Auto Parts Network, Inc.
• Industry
  Retail-auto & home supply stores
• Jurisdiction
  Delaware

This NON-INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this April 28, 2008, by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Alexander Adegan, an individual resident of California (“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”).

CONSULTING AGREEMENT

Consulting Agreement • May 2nd, 2008 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores

• Contract Type
  Consulting Agreement
• Filed
  May 2nd, 2008
• Company
  U.S. Auto Parts Network, Inc.
• Industry
  Retail-auto & home supply stores

SUPPORT CONTINUITY AGREEMENT

Support Continuity Agreement • May 2nd, 2008 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

• Contract Type
  Support Continuity Agreement
• Filed
  May 2nd, 2008
• Company
  U.S. Auto Parts Network, Inc.
• Industry
  Retail-auto & home supply stores
• Jurisdiction
  California

This Support Continuity Agreement (the “Agreement”) is between Alexander Adegan (“Executive”) and U.S. Auto Parts Network, Inc., its foreign and domestic subsidiaries (whether or not wholly-owned), parent corporations, brother-sister corporations, benefit plans and plan administrators, affiliated entities, joint ventures, successors and/or assigns (collectively referred to as “Company”).