0001628280-16-010354 Sample Contracts

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • January 26th, 2016 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of January __, 2016(the “Effective Date”), is between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and [ ] (“Participant”). This Stock Award is granted under the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and is subject to the terms of that Plan. This Agreement represents the Company’s unfunded and unsecured promise to issue common stock of the Company, $0.001 par value (“Common Stock”), at a future date, subject to the terms of this Agreement and the Plan.

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PERFORMANCE CASH BONUS AWARD AGREEMENT
Performance Cash Bonus Award Agreement • January 26th, 2016 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This PERFORMANCE CASH BONUS AWARD AGREEMENT (this “Agreement”), dated as of January __, 2016 (the “Effective Date”), is between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and [ ] (“Participant”). This Award is granted under the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and is subject to the terms of that Plan. This Agreement represents the Company’s unfunded and unsecured promise to pay cash, at a future date, subject to the terms of this Agreement and the Plan.

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