Form of Notice of Grant of Stock Option



 Exhibit 10.3 
 U.S. AUTO PARTS NETWORK, INC. 
 NOTICE OF GRANT OF STOCK OPTION 
 Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of U.S. Auto Parts Network,
Inc. (the “Corporation”): 
 Optionee:
                                        
                                        
                                        
                                        

 Grant Date:
                                        
                                        
                                        
                                     
 Vesting Commencement Date:
                                        
                                        
                                        
         
 Exercise Price: $         per
share 
 Number of Option Shares:
                                        
         shares of Common Stock 
 Expiration Date:
                                        
                                        
                                        
                                 
 Type of Option:              Incentive Stock Option 
                                       
  Non-Statutory Stock Option 
 Date Exercisable: Immediately Exercisable 
 Vesting Schedule: The Option Shares shall initially be unvested and subject to repurchase by the Corporation at the Fair Market Value per share at
the time of Optionee’s cessation of Service. Optionee shall acquire a vested interest in, and the Corporation’s repurchase right shall accordingly lapse with respect to, (i) twenty-five percent (25%) of the Option Shares upon
Optionee’s completion of one (1) year of Service measured from the Vesting Commencement Date and (ii) the balance of the Option Shares in a series of thirty-six (36) successive equal monthly installments upon Optionee’s
completion of each additional month of Service over the thirty-six (36) month period measured from the first anniversary of the Vesting Commencement Date. In no event shall any additional Option Shares vest after Optionee’s cessation of
Service. 
 Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the U.S. Auto Parts
Network, Inc. 2006 Equity Incentive Plan (the “Plan”). Optionee hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit A. Optionee further agrees to be bound by the terms of the Plan and the terms
of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit B. 
 Optionee understands that any Option Shares
purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit C. 







 REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF
THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT. 
 At Will Employment. Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon Optionee 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 Optionee) or of Optionee, which rights are hereby expressly reserved by
each, to terminate Optionee’s Service at any time for any reason, with or without cause. 
 Definitions. All capitalized terms in
this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement. 
 DATED:
                                        
     
  

			
	U.S. AUTO PARTS NETWORK, INC.
		
	By:	 	  

		 	Mehran Nia
	Title:	 	Chief Executive Officer
		
		 	  

		 	OPTIONEE


 Attachments: 
 Exhibit A - 2006 Equity Incentive Plan 
 Exhibit B - Stock Option Agreement 
 Exhibit C - Stock Purchase Agreement 
  

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