Employment Agreement between U.S. Auto Parts Network, Inc. and Shane Evangelist



 Exhibit 10.39 

EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is revised effective March 29, 2010 (the
“Effective Date”) by and among between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Shane Evangelist, an individual (the “Executive”). This
Agreement was initially effective on October 12, 2007. 
 WHEREAS, the parties hereto desire to amend the written
agreement documenting the terms of Executive’s employment with the Company. 
 1. Duties and
Responsibilities. 
 A. Executive shall continue to serve as the Company’s Chief Executive Officer, reporting
directly to the Company’s Board of Directors. Executive shall have the duties and powers at the Company that are customary for an individual holding such positions. 

B. Executive agrees to use his best efforts to advance the business and welfare of the Company, to render his services under this
Agreement faithfully, diligently and to the best of his ability. 
 C. Executive shall be based at the Company’s
office located at Carson, California, or at such other offices of the Company located within 30 miles of such offices. 
 2.
Employment Period. Following the Effective Date, Executive’s employment with the Company shall be governed by the provisions of this Agreement for the period commencing as of the date hereof and continuing until the earlier
of (i) Executive’s termination of employment with the Company for any reason, or (ii) the fifth anniversary of the Initial Effective Date (the “Employment Period”). Provided that Executive’s
employment has not been or is not being terminated for any reason, Executive and the Company agree to negotiate in good faith prior to the end of the Employment Period to enter into a new Employment Agreement to take effect after the Employment
Period. 
 3. Cash Compensation. 

A. Annual Salary. Executive’s initial base salary shall be $367,770 per year (the “Annual
Salary”), which shall be payable in accordance with the Company’s standard payroll schedule (but in no event less frequent than on a monthly basis), and may be increased from time to time at the discretion of the Compensation
Committee of the Company’s Board of Directors (the “Compensation Committee”). The Compensation Committee shall review Executive’s Annual Salary at least annually and may increase the Annual Salary from time to
time at its sole discretion. Any increased Annual Salary shall thereupon be the “Annual Salary” for the purposes hereof. Executive’s Annual Salary shall not be decreased without his prior written consent at any time during
the Employment Period. 
 B. Annual Target Bonus. Executive shall also be entitled to receive an annual
target incentive bonus of up to 80% of the Executive’s current salary. The annual bonus shall be based upon the Company achieving its revenue and EBITDA goals, and Executive meeting the annual goals determined by the Compensation
Committee. The amount of the annual target bonus payable to Executive in any given year shall be determined by the Compensation Committee. The annual bonus shall be paid no later than the end of February following the year for which such
bonus is being paid. 
 C. Applicable Withholdings. The Company shall deduct and withhold from the
compensation payable to Executive hereunder any and all applicable federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations,
ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees. 

4. Equity Compensation. 

A. Initial Grants. As of the close of business of the date the Executive’s employment with the
Company is announced, the Company’s Compensation Committee granted to Executive two non-statutory stock options (the “Initial Options”); the first stock option was an option to purchase up to 750,000 shares of the
Company’s common stock and shall vest over four years; 25% of the shares shall vest on the first anniversary of the grant date and the balance shall vest in 36 equal monthly installments thereafter. The second stock option was voluntarily
forfeited by Executive in March 2009. 
 Both of the foregoing options were granted pursuant to the Company’s 2007 New Employee Incentive
Plan (the “Plan”), and are subject to the terms and conditions of the Plan in effect as of the grant date and the related stock option agreements. The exercise price for both Initial Options shall be equal to the closing
sales price of the Company’s common stock as reported by the Exchange on the date of grant of the options.







 B. Other Equity Compensation. Executive shall also
be entitled to participate in any other equity incentive plans of the Company. All such other options or other equity awards will be made at the discretion of the Company’s Compensation Committee of the Board of Directors pursuant and
subject to the terms and conditions of the applicable equity incentive plan, including any provisions for repurchase thereof. The option exercise price or value of any equity award granted to Executive will be established by the Company’s
Board of Directors as of the date such interests are granted but shall not be less than the fair market value of the class of equity underlying such award. The vesting of the Initial Option and all subsequent stock options and other equity
compensation awards (both time-based vesting and performance-vesting at target level) granted to Executive shall accelerate in full in the event that the Executive’s employment is terminated without Cause (as defined herein) or Executive
resigns for Good Reason (as defined herein) within the period beginning three months before, and ending twelve months following, a Change in Control as defined in the Plan. 

5. Expense Reimbursement. In addition to the compensation specified in Section 3, Executive shall continue to
be entitled to receive reimbursement from the Company for all reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder, provided that Executive furnishes the Company, not later than the
December 31 of the year following the year in which the expense was incurred, with vouchers, receipts and other details of such expenses in the form reasonably required by the Company to substantiate a deduction for such business expenses under
all applicable rules and regulations of federal and state taxing authorities. 
 6. Fringe Benefits. 

A. Group Plans. Executive shall, throughout the Employment Period, continue to be eligible to participate
in all of the group term life insurance plans, group health plans, accidental death and dismemberment plans, short-term disability programs, retirement plans, profit sharing plans or other plans (for which Executive qualifies) that are available to
the executive officers of the Company. During the Employment Period, the Company will pay for coverage for Executive and his spouse and dependents residing in Executive’s household (collectively, the “Dependents”)
under the Company’s health plan, and coverage for Executive under the Company’s accidental death and dismemberment plan and for short-term disability. In the event Executive elects not to participate in the Company’s health plan,
the Company shall reimburse Executive for the cost of alternative health care coverage of his choosing for Executive and his Dependents in an amount up to $1,500 per month. Payment for all other benefit plans will be paid in accordance with the
Company’s policy in effect for similar executive positions. 
 B. Vacation. Executive shall
continue be entitled to at least four weeks paid vacation per year. Vacation shall accrue pursuant to the Company’s vacation benefit policies. 

C . Auto Allowance. Executive shall continue to be entitled to an auto allowance for one vehicle for Executive’s use
up to $1,250 per month. 
 D. Housing Benefits. Executive shall be reimbursed for all out-of-pocket,
direct expenses incurred in connection with the relocation of Executive’s family from Dallas, Texas to Southern California including moving costs and travel expenses; provided that Executive furnishes the Company with vouchers, receipts and
other details of such expenses in the form reasonably required by the Company. The Company will also reimburse Executive for the actual real estate commissions paid by Executive on the sale of Executive’s primary residence in Dallas, Texas
and for closing costs for purchase of Executive’s home in California, both of which collectively shall not exceed $42,000.

E. Indemnification. As of the Initial Effective Date and in July 2009, the Company and Executive entered into the
Company’s standard indemnification agreement for its key executives. 
 7. Termination of
Employment. Executive’s employment with the Company continues to be “at-will.” This means that it is not for any specified period of time and can be terminated by Executive or the Company at any time, with or without
advance notice, and for any or no particular reason or cause. Upon such termination, Executive (or, in the case of Executive’s death, Executive’s estate and beneficiaries) shall have no further rights to any other compensation or
benefits from the Company on or after the termination of employment except as follows: 
 A. Termination For
Cause. In the event the Company terminates Executive’s employment with the Company prior to expiration of the Employment Period for Cause (as defined below), the Company shall pay to Executive the following:
(i) Executive’s unpaid Annual Salary that has been earned through the termination date of his employment; (ii) Executive’s accrued but unused vacation; (iii) any accrued expenses pursuant to Section 5 above, and
(iv) any other payments as may be required under applicable law (subsections (i) through (iv) above shall collectively be referred to herein as the “Required Payments”). For purposes of this Agreement,
“Cause” shall mean that Executive has engaged in any one of the following: (i) misconduct involving the Company or its assets, including, without limitation, misappropriation of the Company’s funds or property;
(ii) reckless or willful misconduct in the performance of Executive’s duties in the event such conduct continues after the Company has provided 30 days written notice to Executive and a reasonable opportunity to cure; (iii) conviction
of, or plea of nolo contendre to, any felony or misdemeanor involving dishonesty or fraud; (iv) the violation of any of the Company’s policies, including without limitation, the Company’s policies on equal employment opportunity and
the prohibition against unlawful harassment; (v) the material breach of any provision of this Agreement after 30 days written notice to Executive of such breach and a reasonable opportunity to cure such breach; or (vi) any other misconduct
that has a material adverse effect on the business or reputation of the Company. 







 B. Termination Upon Death or Disability. If
Executive dies during the Employment Period, the Executive’s employment with the Company shall be deemed terminated as of the date of death, and the obligations of the Company to or with respect to Executive shall terminate in their entirety
upon such date except as otherwise provided under this Section 7B. If Executive becomes Disabled (as defined below), then the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon 30
days prior written notice in writing to Executive. Upon termination of employment due to the death or Disability of Executive, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall be entitled to
receive the Required Payments; and Executive shall also be entitled to the following: (i) Executive’s annual bonus for the year of termination in accordance with Section 3B above (pro rated up to the termination date), which
bonus shall be paid at the earlier of (A) such time as the Company regularly pays bonuses, or
(B) 2 1/2 months following the calendar year in
which the termination occurs; and (ii) continuation of his Annual Salary following such termination for a period of one year, which shall be payable in accordance with the Company’s standard pay schedules; and (iii) in the case of
termination due to Disability, the Company shall reimburse Executive’s COBRA payments for Executive’s health insurance benefits for a period of one year. For the purposes of this Agreement, “Disability” shall
mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accommodations, precludes the Executive from performing his essential job functions for a period longer than three
consecutive months or a total of one hundred twenty (120) days in any twelve month period. 

C. Termination for Any Other Reason; Resignation for Good Reason. Should the Company
terminate Executive’s employment (other than for Cause or as a result of Executive’s Death or Disability), or in the event Executive resigns for Good Reason (as defined below) within two years following the initial occurrence of the event
giving rise thereto, then the Company shall pay Executive the Required Payments; and Executive shall also be entitled to the following: (i) a pro rated share of Executive’s target bonus (pro rated up to the termination or resignation date,
as the case may be), which bonus shall be paid at the earlier of (A) such time as the Company regularly pays bonuses; or (B) no later than 2 1
/2 months following the calendar year in which the termination or resignation occurs; (iii) continuation of Executive’s Annual Salary,
which shall be payable in accordance with the Company’s standard pay schedules for a period of one year; and (iv) the Company shall also reimburse Executive’s actual COBRA payments for Executive’s health insurance benefits for a
period of one year. This Section 7C is intended to qualify as an involuntary separation pay arrangement that is exempt from application of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) because certain severance payments are treated as paid on account of an involuntary separation (including a separation for Good Reason) and paid in a lump sum within the “short-term deferral” period
following the time the Executive obtains a vested right to such payments. For the purposes of this Agreement, “Good Reason” shall mean Executive’s voluntary resignation for any of the following events that results
in a material negative change to the Executive; (i) a reduction in the scope of Executive’s authorities, duties and responsibilities or the or a reduction in the authority, level of management, duties or responsibilities of the supervisor
to whom the Executive is required to report; (ii) a reduction without Executive’s prior written consent in either his level of Annual Salary or his target annual bonus as a percentage of Annual Salary; (iii) a relocation of Executive
more than thirty (30) miles from the Company’s current corporate headquarters as of the date hereof, (iv) a material breach of any provision of this Agreement by the Company or (v) the failure of the Company to have a successor
entity specifically assume this Agreement. Following a Change in Control (as defined the Plan), Good Reason shall include (x) a material negative change in authority, duties or responsibilities resulting from the Executive no longer being
an executive officer of a publicly-traded company and (y) the Company’s chief executive officer (immediately prior the Change in Control) no longer being the chief executive officer of the successor publicly-traded company. Notwithstanding
the foregoing, the Executive shall be entitled to benefits described in this Section 7C and in Section 4B due to a resignation resulting from (x) or (y) of the preceding sentence only if such resignation occurs more than six
months after the Change in Control. Notwithstanding the foregoing, “Good Reason” shall only be found to exist if prior to Executive’s resignation for Good Reason, the Executive has provided not more than 90 days following the initial
occurrence thereof, written notice to the Company of such Good Reason event indicating and describing the event resulting in such Good Reason, and the Company does not cure such event within 90 days following the receipt of such notice from
Executive. 
 8. Non-Competition During the Employment Period. Executive acknowledges and agrees
that given the extent and nature of the confidential and proprietary information he will obtain during the course of his employment with the Company, it would be inevitable that such confidential information would be disclosed or utilized by the
Executive should he obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with the Company. Consequently, during any period for which Executive is
receiving payments from the Company, either as wages or as a severance benefit , Executive shall not, without prior written consent of the Chief Executive Officer, directly or indirectly own, manage, operate, control or participate in the
ownership, management, operation or control of, or be employed by or provide advice to, any enterprise that is engaged in any business directly competitive to that of the Company in the aftermarket auto parts market in the United States; provided,
however, that such restriction shall not apply to any passive investment representing an interest of less than 1% of an outstanding class of publicly-traded securities of any company or other enterprise where Executive does not provide any
management, consulting or other services to such company or enterprise. 
 9. Proprietary
Information. Executive has executed or is concurrently executing the Company’s standard Confidential Information and Assignment of Inventions Agreement (the “Confidentiality Agreement”), which is
hereby incorporated by this reference as if set forth fully herein. Executive’s obligations pursuant to the Confidentiality Agreement will survive termination of Executive’s employment with the Company. Executive agrees that he
will not use or disclose to the Company any confidential or proprietary information from any of his prior employers. 
 10.
Successors and Assigns. This Agreement is personal in its nature and the Executive shall not assign or transfer his rights under this Agreement. The provisions of this Agreement shall inure to the benefit of, and shall be
binding on, each successor of the Company whether by merger, consolidation, transfer of all or substantially all assets, or otherwise, and the heirs and legal representatives of Executive. 







 11. Notices. Any notices, demands or other communications required or
desired to be given by any party shall be in writing and shall be validly given to another party if served either personally or via overnight delivery service such as Federal Express, postage prepaid, return receipt requested. If such notice,
demand or other communication shall be served personally, service shall be conclusively deemed made at the time of such personal service. If such notice, demand or other communication is given by overnight delivery, such notice shall be
conclusively deemed given two business days after the deposit thereof addressed to the party to whom such notice, demand or other communication is to be given as hereinafter set forth: 

 

			
	To the Company:	    	U.S. Auto Parts Network, Inc.
		    	17150 South Margay Avenue
		    	Carson, California 90746
		    	Attn: Chief Financial Officer
		
	To Executive:	    	At Executive’s last residence as provided by
		    	Executive to the Company for payroll records.


Any party may change such party’s address for the purpose of receiving notices, demands and other communications by providing
written notice to the other party in the manner described in this Section 11. 
 12. Governing
Documents. This Agreement, along with the documents expressly referenced in this Agreement, constitute the entire agreement and understanding of the Company and Executive with respect to the terms and conditions of Executive’s
employment with the Company and the payment of severance benefits, and supersedes all prior and contemporaneous written or verbal agreements and understandings between Executive and the Company relating to such subject matter. This Agreement
may only be amended by written instrument signed by Executive and an authorized officer of the Company. Any and all prior agreements, understandings or representations relating to the Executive’s employment with the Company are terminated
and cancelled in their entirety and are of no further force or effect. 
 13. Governing Law. The
provisions of this letter agreement will be construed and interpreted under the laws of the State of California. If any provision of this Agreement as applied to any party or to any circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the
court, the application of any other provision of this Agreement, or the enforceability or invalidity of this Agreement as a whole. Should any provision of this Agreement become or be deemed invalid, illegal or unenforceable in any jurisdiction
by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without
materially altering the intention of the parties, then such provision will be stricken and the remainder of this Agreement shall continue in full force and effect. 

14. Remedies. All rights and remedies provided pursuant to this Agreement or by law shall be cumulative, and no such
right or remedy shall be exclusive of any other. A party may pursue any one or more rights or remedies hereunder, or may seek damages or specific performance in the event of another party’s breach hereunder, or may pursue any other remedy
by law or equity, whether or not stated in this Agreement. 
 15. No Waiver. The waiver by either party of
a breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any later breach of that provision. 

16. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an
original, but all of which together shall constitute but one and the same instrument. 
 17. Section 409A.

  

	 	(a)	Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of
Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of
Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of
Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for
purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months
and one day after Executive’s separation from service, or (ii) Executive’s death. The parties acknowledge that the exemptions from application of Section 409A to severance benefits are fact specific, and any later amendment of
this Agreement to alter the timing, amount or conditions that will trigger payment of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption. 









	 	(b)	It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as
to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the IRS pursuant to
Section 409A of the Code to payments made pursuant to this Agreement. To the extent that any severance benefit payments are delayed as required by this Agreement due to the application of Section 409A, all suspended payments shall earn and
accrue interest at the prevailing “Prime Rate” of interest as published by The Wall Street Journal at the time the payment is made, and any suspended payment when so made, shall be made as a lump sum payment, including accrued interest.


 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  

							
	U.S. AUTO PARTS NETWORK, INC.	 		 	EXECUTIVE
				
	By:	 	 /s/ Robert J. Majteles
	 		 	 /s/ Shane Evangelist

	Print Name:	 	Robert J. Majteles	 		 	Shane Evangelist
	Title:	 	Chairman of the Board	 		 	

  

			
	Address:	    	17150 South Margay Avenue
		    	Carson, CA 90746