U.S. Auto Parts Network, Inc. 2006 Equity Incentive Plan



 Exhibit 10.1 
 U.S. AUTO PARTS NETWORK, INC. 
 2006 EQUITY INCENTIVE PLAN 
 (as amended May 19, 2006) 
 ARTICLE ONE 
 GENERAL PROVISIONS 
  

	 	I.	PURPOSE OF THE PLAN 

 This 2006 Equity Incentive
Plan is intended to promote the interests of U.S. Auto Parts Network, Inc., a Delaware corporation, by providing eligible persons in the Corporation’s employ or service with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service. 
 Capitalized terms
herein shall have the meanings assigned to such terms in the attached Appendix. 
  

	 	II.	STRUCTURE OF THE PLAN 

 A.
    The Plan shall be divided into two (2) separate equity programs: 
 (i)    the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock, and 
 (ii)    the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be
issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary). 
 B.     The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the
interests of all persons under the Plan. 
  

	 	III.	ADMINISTRATION OF THE PLAN 

 A.    The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of the Committee shall serve for such period
of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.








 B.    The Plan Administrator shall have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock
issuances thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option grant or stock issuance thereunder. 
  

	 	IV.	ELIGIBILITY 

 A.    The persons
eligible to participate in the Plan are as follows: 
 (i)    Employees, 
 (ii)    non-employee members of the Board or the non-employee members of the board of directors of any Parent or
Subsidiary, and 
 (iii)    consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary). 
 B.    The Plan Administrator shall have full authority to determine,
(i) with respect to the grants made under the Option Grant Program, which eligible persons are to receive such grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the
granted option as either an Incentive Option or a Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain
outstanding, and (ii) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to receive such issuances, the time or times when those issuances are to be made, the number of shares to be issued to each
Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares. 
 C.    The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program or to effect stock issuances in accordance with the Stock Issuance Program. 

 

	 	V.	STOCK SUBJECT TO THE PLAN 

 A.    The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed
Four Million Three Hundred Sixty-Five Thousand Three Hundred Forty (4,365,340) shares.1 


	1	As amended on May 19, 2006. 

  

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 B.    Shares of Common Stock subject to outstanding options shall be available for
subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two. Unvested
shares issued under the Plan and subsequently repurchased by the Corporation, at a price per share not greater than the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall
be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. 
 C.    Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities
issuable under the Plan, including the number of shares by which the maximum number of shares may be increased annually, and the per individual limitations on the number of shares of Common Stock that may be issued and (ii) the number and/or
class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and
conclusive. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the Corporation’s preferred stock into shares of Common Stock. 
  

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 ARTICLE TWO 
 OPTION GRANT PROGRAM 
  

	 	I.	OPTION TERMS 

 Each option shall be evidenced by one
or more documents in the form approved by the Plan Administrator; provided, however, that each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to
the provisions of the Plan applicable to such options. 
 A.    Exercise Price. 
 1.    The exercise price per share shall be fixed by the Plan Administrator in accordance with the following provisions: 

(i)    The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market Value
per share of Common Stock on the option grant date. 
 (ii)    Until such time as the Common Stock is
first registered under Section 12 of the 1934 Act, if the person to whom the option is granted is a 10% Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share
of Common Stock on the option grant date. 
 2.    The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section I of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock be registered under Section 12 of the 1934
Act at the time the option is exercised, then the exercise price may also be paid as follows: 
 (i)    in
shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or 
 (ii)    to the extent the option is exercised for vested Option Shares and unless prohibited by Section 402 of
the Sarbanes Oxley Act of 2002, through payment in accordance with a brokerage transaction as permitted under the provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board out of the sale proceeds available
on the settlement date of sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and the Optionee
shall concurrently provide irrevocable instructions to the Corporation to deliver the 
  

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 certificates for the purchased shares directly to a brokerage firm in order to complete the sale.

 Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date. 
 B.    Exercise and Term of Options. Each option shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option shall have a term in excess of ten (10) years measured from
the option grant date. 
 C.    Effect of Termination of Service. 
 1.    The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or
death: 
 (i)    Should the Optionee cease to remain in Service for any reason other than death,
Disability or Misconduct, then the Optionee shall have a period of thirty (30) days following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 
 (ii)    Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of six
(6) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. 
 (iii)    If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is transferred pursuant to the
Optionee’s will or the laws of inheritance or the Optionee’s designated beneficiary or beneficiaries of that option shall have a six (6)-month period following the date of the Optionee’s death to exercise such option. 
 (iv)    Under no circumstances, however, shall any such option be exercisable after the specified expiration of the
option term. 
 (v)    During the applicable post-Service exercise period, the option may not be exercised
in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the
option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be
outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested. 
  

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 (vi)    Should Optionee’s Service be terminated for Misconduct
or should Optionee otherwise engage in Misconduct while holding one or more outstanding options under the Plan, then all those options shall terminate immediately and cease to remain outstanding. 
 2.    The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the
option remains outstanding, to: 
 (i)    extend the period of time for which the option is to remain
exercisable following Optionee’s cessation of Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of
the option term, and/or 
 (ii)    permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments in which
the Optionee would have vested under the option had the Optionee continued in Service. 
 D.    Stockholder
Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the purchased shares.

 E.    Exercisability and Unvested Shares. Options shall be exercisable at such time or times and subject
to such waiting periods, exercise dates, restrictions on exercise and other terms and conditions as shall be determined by the Plan Administrator at or after the time of grant. The Plan Administrator shall have the discretion to grant options which
are exercisable for unvested shares of Common Stock. A Participant shall vest separately in each Option granted hereunder in accordance with a schedule determined by the Plan Administrator, in its sole discretion. The Plan Administrator may provide,
in its discretion, that any option shall be exercisable only in installments, and the Plan Administrator may waive such installment exercise provisions at any time in whole or in part based on such factors as the Plan Administrator may determine in
its sole discretion. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase any or all of those unvested shares at a price per share equal to the Fair Market Value per share of Common
Stock at the time of Optionee’s cessation of Service. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing such repurchase right. Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the Plan Administrator may not impose a vesting
schedule upon any option grant or the shares of Common Stock subject to that option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the option grant
date. However, such limitation shall not 
  

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 be applicable to any option grants made to individuals who are officers of the Corporation, non-employee Board members or
independent consultants. 
 F.    First Refusal Rights. Until such time as the Common Stock is first
registered under Section 12 of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Optionee (or any successor in interest) of any shares of Common Stock issued under the Plan. Such
right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right. 
 G.    Individual Limit. In any calendar year, no Participant may receive options that relate to more than Two Million (2,000,000) shares. The foregoing limitation will be
adjusted proportionately in connection with any change in the Corporation’s capitalization as described in Section V.C. of Article I. If an option is cancelled in the same calendar year in which it was granted (other than in connection with a
Change of Control) the cancelled option will be counted against the limit set forth in this subsection G. For this purpose, if the exercise price of an option is reduced, the transaction will be treated as a cancellation of the option and the grant
of a new option. This subsection G applies only with respect to option grants that are made at the end of the transition period prescribed by the regulations under Code Section 162(m). 
 H.    Limited Transferability of Options. An Incentive Stock Option shall be exercisable only by the Optionee during his
or her lifetime and shall not be assignable or transferable other than by will or by the laws of inheritance following the Optionee’s death. If permitted by applicable law and if the Agreement so provides, a Non-Statutory Option may be
transferred by an Optionee to the Optionee’s family members as a gift, whether directly or indirectly, or by means of a trust or partnership or otherwise, or pursuant to a qualified domestic relations order as defined in the Code or Title 1 of
the Employee Retirement Income Security Act of 1974, as amended, provided, that, if the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, then as otherwise permitted pursuant to
General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, or any successor thereto. For purposes of this Plan, unless otherwise determined by the Plan Administrator, “family member” shall have the
meaning given to such term in Rule 701 promulgated under the Securities Act, provided, that, if the Corporation is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, then it shall have the meaning
given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, or any successor thereto. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the
Non-Statutory Option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as
the Plan Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee may also designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options under the Plan, and those options shall, in
accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or 
  

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 beneficiaries shall take the transferred options subject to all the terms and conditions of the applicable agreement
evidencing each such transferred option, including (without limitation) the limited time period during which the option may be exercised following the Optionee’s death. 
  

	 	II.	INCENTIVE OPTIONS 

 The terms specified below shall
be applicable to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and Four shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory
Options shall not be subject to the terms of this Section II. 
 A.    Eligibility. Incentive Options may
only be granted to Employees. 
 B.    Exercise Price. The exercise price per share shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date; provided, however, that if the person to whom the option is granted is a 10% Stockholder, then the exercise price per share
shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date. 
 C.    Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more options granted to any Employee under
the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted. 
 D.    10% Stockholder. If any
Employee to whom an Incentive Option is granted is a 10% Stockholder, then the option term shall not exceed five (5) years measured from the option grant date. 
  

	 	III.	CHANGE IN CONTROL 

 A.    In the
event of a pending or threatened Change of Control, the Plan Administrator may, in its sole and absolute discretion, and to the extent the acceleration of options is not subject to other limitations imposed by the Plan Administrator at the time of
the option grant or otherwise in accordance with the terms of the Plan, take any one or more of the following actions: 
 (i)    provide that some or all of the options outstanding under the Plan at the time of a Change in Control shall automatically vest in full so that each such option shall, immediately prior to the effective date of the
Change in Control, become exercisable for all of the shares of Common Stock at the time 
  

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subject to that option and may be exercised for any or all of those shares as fully-vested shares of Common Stock; or 
 (ii)    provide that some or all of the outstanding options previously granted under the Plan, whether or not then
exercisable, shall terminate as of a date before or at the time of the Change of Control without any payment to the holder of the option, provided the Plan Administrator gives prior written notice to the Participants of such termination and gives
such Participants the right to exercise their outstanding options before such date to the extent then exercisable; or 
 (iii)    provide that some or all of the options will be assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction
in effect; or 
 (iv)    provide that at or immediately following the consummation of the Change in
Control, some or all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control
transaction; or 
 (v)    provide that some or all outstanding options are to be replaced with a cash
incentive program of the Corporation or any successor corporation which preserves the spread existing on the unvested option shares at the time of the Change in Control and provides for subsequent payout of that spread in accordance with the same
vesting schedule applicable to those unvested option shares; or 
 (vi)    provide that before or at the
time of the Change of Control some or all outstanding options previously granted under the Plan shall terminate, whether or not then exercisable, in consideration of payment to the holder of the option, with respect to each share of Common Stock for
which the option is then exercisable, of the excess, if any, of the Fair Market Value on such date of the Common Stock subject to the exercisable portion of the option over the exercise price of such option; or 
 (vii)    provide that upon the occurrence of a Change in Control, some or all outstanding options previously granted
under the Plan shall be subject to the terms of any applicable agreement of merger or reorganization relating to such Change in Control. 
 B.    In the event of a pending or threatened Change of Control, the Plan Administrator may, in its sole and absolute discretion, and to the extent the treatment of outstanding repurchase rights are not subject to other
limitations imposed by the Plan Administrator at the time the repurchase right is issued or otherwise in accordance with the terms of the Plan, take any one or more of the following actions: 
  

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 (i)    provide that some or all outstanding repurchase rights shall
terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Change in Control; or 
 (ii)    provide that some or all of the shares of Common Stock subject to outstanding repurchase rights shall be
exchanged or otherwise converted into the right to receive cash or other adequate consideration (including, without limitation, such consideration as received by other stockholders of the Company in connection with the Change in Control); or

 (iii)    provide that some or all repurchase rights are assigned to the successor corporation (or
parent thereof) or otherwise continue in full force and effect pursuant to the terms of the Change in Control transaction; or 
 (iv)    provide that some or all unvested shares will be repurchased before or on the Control Change Date pursuant to the Corporation’s right of repurchase; or 
 (v)    provide that upon the occurrence of a Change in Control, some or all of the shares of Common Stock subject to
outstanding repurchase rights shall be subject to the terms of any applicable agreement of merger or reorganization relating to such Change in Control. 
 C.    If applicable, each option which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted, immediately after such Change in Control,
to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Change in Control, had the option been exercised immediately prior to such Change in Control. Appropriate adjustments shall also be
made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Change in Control and (ii) the exercise price payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in
Control, the successor corporation may, in connection with the assumption of the outstanding options under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share
of Common Stock in such Change in Control. 
 D.    The Plan Administrator shall have the discretion, exercisable either
at the time the option is granted or at any time while the option remains outstanding, to structure one or more options so that those options shall automatically accelerate and vest in full (and any repurchase rights of the Corporation with respect
to the unvested shares subject to those options shall immediately terminate) upon the occurrence of a Change in Control, whether or not those options are to be assumed in the Change in Control or otherwise continued in effect. 
  

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 E.    The Plan Administrator shall also have full power and authority, exercisable
either at the time the option is granted or at any time while the option remains outstanding, to structure such option so that the shares subject to that option will automatically vest on an accelerated basis should the Optionee’s Service
terminate by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the effective date of any Change in Control in which the option is assumed or otherwise continued in effect and the
repurchase rights applicable to those shares do not otherwise terminate. Any option so accelerated shall remain exercisable for the fully-vested option shares until the expiration or sooner termination of the option term. In addition, the Plan
Administrator may provide that one or more of the Corporation’s outstanding repurchase rights with respect to shares held by the Optionee at the time of such Involuntary Termination shall immediately terminate on an accelerated basis, and the
shares subject to those terminated rights shall accordingly vest at that time. 
 F.    The portion of any Incentive
Option accelerated in connection with a Change in Control shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the Federal tax laws. 
 G.    The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets. 
  

	 	IV.	CANCELLATION AND REGRANT OF OPTIONS 

 The Plan
Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options
covering the same or different number of shares of Common Stock but with an exercise price per share based on the Fair Market Value per share of Common Stock on the new option grant date. 
  

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 ARTICLE THREE 
 STOCK ISSUANCE PROGRAM 
  

	 	I.	STOCK ISSUANCE TERMS 

 Shares of Common Stock may be
issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified below.

 A.    Purchase Price. 
 1.    The purchase price per share shall be fixed by the Plan Administrator but shall not be less than eight-five percent (85%) of the Fair Market Value per share of Common Stock on the issue
date. However, the purchase price per share of Common Stock issued to a 10% Stockholder shall not be less than one hundred percent (100%) of such Fair Market Value. 
 2.    Subject to the provisions of Section I of Article Four, shares of Common Stock may be issued under the Stock Issuance Program for any of the following items of consideration which the Plan
Administrator may deem appropriate in each individual instance: 
 (i)    cash or check made payable to
the Corporation, or 
 (ii)    past services rendered to the Corporation (or any Parent or Subsidiary).

 B.    Vesting Provisions. 
 1.    Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more
installments over the Participant’s period of Service or upon attainment of specified performance objectives. Until such time as the Common Stock is first registered under Section 12 of the 1934 Act, the Plan Administrator may not impose a
vesting schedule upon any stock issuance effected under the Stock Issuance Program which is more restrictive than twenty percent (20%) per year vesting, with initial vesting to occur not later than one (1) year after the issuance date.
Such limitation shall not apply to any Common Stock issuances made to the officers of the Corporation, non-employee Board members or independent consultants. 
 2.    Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect
to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or 
  

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 other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration
shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. 
 3.    The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under
the Stock Issuance Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 
 4.    Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the
Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant
shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the Participant’s purchase-money
indebtedness), the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money note of the Participant attributable to such
surrendered shares. 
 5.    The Plan Administrator may in its discretion waive the surrender and cancellation of one or
more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to those shares. Such waiver shall result in the immediate vesting of the
Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the
applicable performance objectives. 
 C.    First Refusal Rights. Until such time as the Common Stock is
first registered under Section 12 of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed disposition by the Participant (or any successor in interest) of any shares of Common Stock issued under the
Stock Issuance Program. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right. 
  

	 	II.	CHANGE IN CONTROL 

 A.    In the
event of a pending or threatened Change of Control, the Plan Administrator may, in its sole and absolute discretion, and to the extent the treatment of repurchase rights is not subject to other limitations imposed by the Plan Administrator at the
time of issuance of the repurchase right or otherwise in accordance with the terms of the Plan, take any one or more of the following actions: 
  

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 (i)    provide that upon the occurrence of a Change in Control, some
or all outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full; or 
 (ii)    provide that upon the occurrence of a Change in Control, some or all of the shares of Common Stock subject to
outstanding repurchase rights under the Stock Issuance Program shall be exchanged or otherwise converted into the right to receive cash or other adequate consideration (including, without limitation, such consideration as received by other
stockholders of the Company in connection with the Change in Control; or 
 (iii)    provide that those
repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction; or 
 (iv)    provide that some or all shares subject to the Corporation’s right of repurchase will be repurchased
before or at the time of the Change of Control; or 
 (v)    provide that upon the occurrence of a Change
in Control, some or all of the shares of Common Stock subject to outstanding repurchase rights under the Stock Issuance Program shall be subject to the terms of any applicable agreement of merger or reorganization relating to such Change in Control.

 B.    The Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares
are issued or any time while the Corporation’s repurchase rights with respect to those shares remain outstanding, to provide that those rights shall automatically terminate on an accelerated basis, and the shares of Common Stock subject to
those terminated rights shall immediately vest, in the event the Participant’s Service should subsequently terminate by reason of an Involuntary Termination within a designated period (not to exceed eighteen (18) months) following the
effective date of any Change in Control in which those repurchase rights are assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect. 
  

	 	III.	SHARE ESCROW/LEGENDS 

 Unvested shares may, in the
Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested
shares. 
  

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 ARTICLE FOUR 
 MISCELLANEOUS 
  

	 	I.	FINANCING 

 To the extent permitted by applicable
law, the Plan Administrator may permit any Optionee or Participant to pay the option exercise price under the Option Grant Program or the purchase price for shares issued under the Stock Issuance Program by delivering a full-recourse promissory note
payable in one or more installments which bears interest at a market rate and is secured by the purchased shares. However, any promissory note delivered by a consultant must be secured by collateral in addition to the purchased shares of Common
Stock. In no event may the maximum credit available to the Optionee or Participant exceed the sum of (i) the aggregate option exercise price or purchase price payable for the purchased shares plus (ii) any applicable income and employment
tax liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase. 
  

	 	II.	EFFECTIVE DATE AND TERM OF PLAN 

 A.    The Plan shall become effective when adopted by the Board, but no option granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the Plan is approved by the Corporation’s
stockholders. If such stockholder approval is not obtained within twelve (12) months after the date of the Board’s adoption of the Plan, then all options previously granted under the Plan shall terminate and cease to be outstanding, and no
further options shall be granted and no shares shall be issued under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date
fixed herein for termination of the Plan. 
 B.    The Plan shall terminate upon the earliest of (i) the expiration
of the ten (10)-year period measured from the date the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. All options and unvested stock issuances outstanding at the time of a clause (i) termination event shall continue to have full force and effect in accordance with the provisions of the
documents evidencing those options or issuances. 
  

	 	III.	AMENDMENT OF THE PLAN 

 A.    The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with
respect to options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification. In addition, certain amendments may require stockholder approval pursuant to
applicable laws and regulations. 
  

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 B.    Options may be granted under the Option Grant Program and shares may be issued
under the Stock Issuance Program which are in each instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until
there is obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder approval is not obtained within twelve (12) months after the date the
first such excess grants or issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the
Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding. 
  

	 	IV.	USE OF PROCEEDS 

 Any cash proceeds received by the
Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes. 
  

	 	V.	WITHHOLDING 

 The Corporation’s obligation to
deliver shares of Common Stock upon the exercise of any options granted under the Plan or upon the issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding
requirements. 
  

	 	VI.	REGULATORY APPROVALS 

 The implementation of the
Plan, the granting of any options under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all
approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant to it. 
  

	 	VII.	NO EMPLOYMENT OR SERVICE RIGHTS 

 Nothing in the
Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause. 
  

	 	VIII.	FINANCIAL REPORTS 

 If required by applicable law,
the Corporation shall deliver a balance sheet and an income statement at least annually to each individual holding an outstanding option under the 
  

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 Plan, unless such individual is a key Employee whose duties in connection with the Corporation (or any Parent or
Subsidiary) assure such individual access to equivalent information. 
  

	 	IX.	COMPLIANCE WITH SECTION 409A OF THE CODE 

 The
Corporation intends that any option granted under the Plan not be considered to provide for the deferral of compensation under Code Section 409A and that any other stock issuance that does provide for such deferral of compensation shall comply
with the requirements of Section 409A of the Code and, accordingly, this Plan shall be so administered and construed. Further, the Corporation may modify the Plan and any option grant or stock issuance to the extent necessary to fulfill this
intent. Consistent with the intent of this Section IX, in the event that any provision that is necessary for the Plan to comply with Section 409A is determined by the Plan Administrator, in its sole discretion, to have been omitted, such
omitted provision shall be deemed included herein and is hereby incorporated as part of the Plan. 
  

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 APPENDIX 
 The following definitions shall be in effect under the Plan: 
 A. Board shall mean the
Corporation’s Board of Directors. 
 B. Change in Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions: 
 (i) a merger, consolidation or other reorganization approved by the
Corporation’s stockholders, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, or 
 (ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete
liquidation or dissolution of the Corporation, or 
 (iii) the acquisition, directly or indirectly by any person or related
group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders. 
 In no event shall any public offering of the Corporation’s securities be deemed to constitute a Change in Control. 
 C. Code shall mean the Internal Revenue Code of 1986, as amended. 
 D. Committee shall mean a committee of two (2) or more Board members appointed by the Board to exercise one or more administrative
functions under the Plan. To the extent that the Plan Administrator determines it is necessary to qualify stock options and/or stock issuances under Section 162(m) of the Code, the Plan will be administered in accordance with the requirements
of Section 162(m) of the Code, and, to the extent that the Plan Administrator determines it is desirable to qualify transactions as exempt under Rule 16b-3 of the 1934 Act, transactions will be structured to satisfy the requirements of Rule
16b-3 under the 1934 Act. 
 E. Common Stock shall mean the Corporation’s common stock. 
  

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 F. Corporation shall mean U.S. Auto Parts Network, Inc., a Delaware corporation, and any
successor corporation to all or substantially all of the assets or voting stock of U.S. Auto Parts Network, Inc. which shall by appropriate action adopt the Plan. 
 G. Disability shall mean the inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be
determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. 
 H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and
method of performance. 
 I. Exercise Date shall mean the date on which the Corporation shall have received written notice of
the option exercise. 
 J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance
with the following provisions: 
 (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market and published in The Wall Street
Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 
 (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and
published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

 (iii) If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the Nasdaq National Market,
then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 
 K. Incentive Option shall mean an option which satisfies the requirements of Code Section 422. 
  

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 L. Involuntary Termination shall mean the termination of the Service of any individual
which occurs by reason of: 
 (i) such individual’s involuntary dismissal or discharge by the Corporation for reasons
other than Misconduct, or 
 (ii) such individual’s voluntary resignation following (A) a change in his or her
position with the Corporation which materially reduces his or her duties and responsibilities or the level of management to which he or she reports, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and
target bonus under any corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected without the individual’s consent. 
 M. Misconduct shall mean the
commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation
(or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed,
for purposes of the Plan, to constitute grounds for termination for Misconduct. 
 N. 1934 Act shall mean the Securities
Exchange Act of 1934, as amended. 
 O. Non-Statutory Option shall mean an option not intended to satisfy the requirements
of Code Section 422. 
 P. Option Grant Program shall mean the option grant program in effect under the Plan. 

Q. Optionee shall mean any person to whom an option is granted under the Plan. 
 R. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 
 S. Participant shall mean any person who is issued shares of Common Stock under the Stock
Issuance Program. 
  

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 T. Plan shall mean the Corporation’s 2006 Equity Incentive Plan, as set forth in this
document. 
 U. Plan Administrator shall mean either the Board or the Committee acting in its capacity as administrator of the
Plan. 
 V. Service shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person in the
capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the option grant. 
 W. Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange. 
 X. Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance of shares
of Common Stock under the Stock Issuance Program. 
 Y. Stock Issuance Program shall mean the stock issuance program in effect
under the Plan. 
 Z. Subsidiary shall mean any entity in which, directly or indirectly through one or more intermediaries, the
Corporation has at least a 50% ownership interest or, where permissible under Code Section 409A, at least a 20% ownership interest. 
 AA. 10% Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any
Parent or Subsidiary). 
  

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