Non-Incentive Stock Option Agreement


 Exhibit 10.64 
 U.S. AUTO PARTS NETWORK, INC. 
 NON-INCENTIVE STOCK OPTION AGREEMENT

 This NON-INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is made this January 3, 2012, by and between U.S. Auto
Parts Network, Inc., a Delaware corporation (the “Company”), and David G. Robson (“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”). 
 1. Grant of Option. The Company hereby
grants Optionee the option (the “Option”) to purchase all or any part of an aggregate of 300,000 shares (the “Shares”) of common stock, $0.001 par value (“Common Stock”), of the Company at the
exercise price of $4.62 per share according to the terms and conditions set forth in this Agreement and in the Plan. The Option will not be treated as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”). The Option is issued under the Plan and is subject to its terms and conditions. A copy of the Plan will be furnished upon request of Optionee. 

The Option shall terminate at the close of business ten (10) years from the date hereof. 

2. Vesting of Option Rights. 
 (a) The Option shall have a vesting commencement date of January 3, 2012, (the “Vesting Commencement Date”), and except as otherwise provided in this Agreement, the Option shall be
exercisable for vested Shares only. The Option shall initially be for unvested Shares. Twenty-five percent (25%) of the Shares shall become vested Shares upon the anniversary of the Vesting Commencement Date provided that Optionee must have
continuously provided Service during such time. The balance of the Shares shall become vested 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 anniversary of the Vesting Commencement Date. In no event shall any additional Shares vest after Optionee’s Service ceases. 

(b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by
Optionee, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Optionee may transfer the Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such
Instructions or such Form)); provided, however, that (i) Optionee may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to make any subsequent transfers of the Option other than
by will or the laws of the descent and distribution and (iii) the Company receives prior written notice of such transfer. 

3. Exercise of Option after Death or Termination of Employment or Service. The Option shall terminate and may no longer be
exercised if Optionee ceases to be employed by or provide Service to the Company or its Affiliates, except that: 

(a) If Optionee’s employment or Service shall be terminated for any reason, voluntary or involuntary, other than for
“Misconduct” (as defined in Section 3(e)) or Optionee’s death or Permanent Disability, Optionee may at any time within a period of one (1) month after such termination exercise the Option to the extent the Option was
exercisable by Optionee on the date of the termination of Optionee’s employment or Service. 

  
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 (b) If Optionee’s employment or Service is terminated for Misconduct,
the Option shall be terminated as of the date of the act giving rise to such termination. 
 (c) If Optionee
shall die while the Option is still exercisable according to its terms, or if employment or Service is terminated because of Optionee’s Permanent Disability while in the employ of the Company, and Optionee shall not have fully exercised the
Option, such Option may be exercised, at any time within twelve (12) months after Optionee’s death or date of termination of employment or Service for Permanent Disability, by Optionee, personal representatives or administrators or
guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of Shares Optionee was entitled to purchase under the
Option on (i) the earlier of the date of death or termination of employment or Service or (ii) the date of termination for such Permanent Disability, as applicable. 

(d) Notwithstanding the above, in no case may the Option be exercised to any extent by anyone after the termination date
of the Option. 
 (e) “Misconduct” shall mean (i) the commission of any act of fraud,
embezzlement or dishonesty by Optionee, (ii) any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company (or of any Affiliate), (iii) any other misconduct by Optionee adversely affecting
the business or affairs of the Company (or any Affiliate) in any manner, (iv) failure to perform or continuing to neglect, or gross negligence in the performance of, Optionee’s duties, or (v) the violation of Company policies or
procedures including, without limitation, the Company’s policies on equal employment opportunity and prohibition of unlawful harassment. However, if the term or concept has been defined in an employment agreement between the Company and
Optionee, then Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall not in any way preclude or restrict the right of the Company (or any Affiliate) to discharge or dismiss any Optionee or other
person in the Service of the Company (or any Affiliate) for any other acts or omissions but such other acts or omissions shall not be deemed, for purposes of the Agreement, to constitute grounds for termination for Misconduct. 

4. Method of Exercise of Option. Subject to the foregoing, the Option may be exercised in whole or in part from time to time by
serving written notice of exercise on the Company at its principal office within the Option period. The notice shall state the number of Shares as to which the Option is being exercised and shall be accompanied by payment of the exercise price.
Payment of the exercise price shall be made (i) in cash (including bank check, personal check or money order payable to the Company), (ii) with the approval of the Company 

  
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(which may be given in its sole discretion), by delivering to the Company for cancellation shares of the Company’s Common Stock already owned by Optionee having a Fair Market Value equal to
the full exercise price of the Shares being acquired, (iii) with the approval of the Company (which may be given in its sole discretion) and subject to Section 402 of the Sarbanes-Oxley Act of 2002, by delivering to the Company the full
exercise price of the Shares being acquired in a combination of cash and Optionee’s full recourse liability promissory note with a principal amount not to exceed eighty percent (80%) of the exercise price and a term not to exceed five
(5) years, which promissory note shall provide for interest on the unpaid balance thereof which at all times is not less than the minimum rate required to avoid the imputation of income, original issue discount or a below-market rate loan
pursuant to Sections 483, 1274 or 7872 of the Code or any successor provisions thereto, (iv) subject to Section 402 of the Sarbanes-Oxley Act of 2002, to the extent this Option is exercised for vested shares, through a special sale and
remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (1) to Optionee’s brokerage firm to effect the immediate sale of the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, 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 Company by reason of such exercise and
(2) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale, (v) by a “net exercise” arrangement pursuant to which the Company will reduce the number of
shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price, or (vi) with the approval of the Company (which may be given in its sole discretion) and
subject to Section 402 of the Sarbanes-Oxley Act of 2002, by delivering to the Company a combination of any of the forms of payment described above. This Option may be exercised only with respect to full shares and no fractional share of stock
shall be issued. 
 5. Change in Control. 

(a) If this Option is assumed in connection with a Change in Control or otherwise continued in effect, then this Option
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 Optionee in consummation of such Change in Control had the Option been exercised immediately
prior to such Change in Control, and appropriate adjustments shall also be made to the exercise price, provided the aggregate exercise price shall remain the same. To the extent that the actual holders of the Company’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 this Option, 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. 

(b) This Agreement shall not in any way affect the right of the Company 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. 

  
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 (c) For purposes of this Agreement, “Change in Control”
shall mean a change in ownership or control of the Company effected through any of the following transactions: (i) a merger, consolidation or other reorganization unless securities representing more than 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 Company’s outstanding voting
securities immediately prior to such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; or (iii) the acquisition, directly or indirectly by any person or related group of
persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders. 

6. Capital Adjustments and Reorganization. Should any change be made to the Common Stock by reason of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to
(a) the number and/or class of securities subject to this Option and (b) the exercise price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 

7. Miscellaneous. 
 (a) Entire Agreement; Plan Provisions Control. This Agreement (and any addendum hereto) and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter
hereof. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. All decisions of the Committee with respect to any question or issue arising
under the Plan or this Agreement shall be and binding on all persons having an interest in this Option. All capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meaning assigned to them in the Plan.

 (b) No Rights of Stockholders. Neither Optionee, Optionee’s legal representative nor a permissible assignee of
this Option shall have any of the rights and privileges of a stockholder of the Company with respect to the Shares, unless and until such Shares have been issued in the name of Optionee, Optionee’s legal representative or permissible assignee,
as applicable, without restrictions thereto. 
 (c) No Right to Employment. The grant of the Option shall not be
construed as giving Optionee the right to be retained in the employ of, or if Optionee is a director of the Company or an Affiliate as giving the Optionee the right to continue as a director of, the Company or an Affiliate, nor will it affect in any
way the right of the Company or an Affiliate to terminate such employment or position at any time, with or without cause. In addition, the Company or an Affiliate may at any time dismiss Optionee from employment, or terminate the term of a director
of the Company or an Affiliate, free from any liability or any claim under the Plan or the 

  
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Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at
law or in equity against the Company or an Affiliate. The Option granted hereunder shall not form any part of the wages or salary of Optionee for purposes of severance pay or termination indemnities, irrespective of the reason for termination of
employment. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Agreement or Plan which such employee might otherwise have
enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, Optionee shall be deemed to have accepted all the
conditions of the Plan and the Agreement and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby. 
 (d) Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with
the internal laws, and not the law of conflicts, of the State of Delaware. 
 (e) Severability. If any provision of the
Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or
the Agreement, and the remainder of the Agreement shall remain in full force and effect. 
 (f) No Trust or Fund Created.
Neither the Plan nor the Agreement shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Optionee or any other person. 

(g) Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Agreement or any provision thereof. 
 (h) Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be addressed to the Company at its principal corporate offices. Any notice required
to be given or delivered to Optionee shall be addressed to Optionee at the address of record provided to the Company by Optionee in connection with Optionee’s employment with or Services provided to the Company or such other address as Optionee
may designate by ten (10) days’ advance written notice to the Company. Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon the third (3rd) day following
deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice. 

(i) Conditions Precedent to Issuance of Shares. Shares shall not be issued pursuant to the exercise of the Option unless such
exercise and the issuance and delivery of the applicable Shares pursuant thereto shall comply with all relevant provisions of law, including, without 

  
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limitation, the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, state blue sky laws, the requirements of any applicable
Stock Exchange or the Nasdaq Stock Market and the Delaware General Corporation Law. As a condition to the exercise of the purchase price relating to the Option, the Company may require that the person exercising or paying the purchase price
represent and warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation and warranty is required by law.

 (j) Withholding. In order to provide the Company with the opportunity to claim the benefit of any income tax deduction
which may be available to it upon the exercise of the Option and in order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all
applicable federal or state payroll, withholding, income or other taxes are withheld or collected from Optionee. 
 (k)
Consultation With Professional Tax and Investment Advisors. Optionee acknowledges that the grant, exercise and vesting with respect to this Option, and the sale or other taxable disposition of the Shares, may have tax consequences pursuant to
the Code or under local, state or international tax laws. Optionee further acknowledges that Optionee is relying solely and exclusively on Optionee’s own professional tax and investment advisors with respect to any and all such matters (and is
not relying, in any manner, on the Company or any of its employees or representatives). Optionee understands and agrees that any and all tax consequences resulting from the Option and its grant, exercise and vesting, and the sale or other taxable
disposition of the Shares, is solely and exclusively the responsibility of Optionee without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse Optionee for such taxes or other items.

 (l) Acceptance of Option. By accepting receipt of this Agreement, Optionee hereby agrees to the terms and conditions
set forth in this Agreement and the Plan with respect to the Option and any Shares issued as a result of the exercise of the Option, in whole or in part. 

  
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 IN WITNESS WHEREOF, the Company has executed this Agreement and caused this Option to
be issued to Optionee on the date set forth in the first paragraph above. 
  

			
	U.S. AUTO PARTS NETWORK, INC.
		
	By:	 	 /s/ Shane Evangelist

		
	Name:	 	Shane Evangelist
	Title:	 	Chief Executive Officer



 

			
	OPTIONEE:
	
	By: /s/ David G. Robson
	Name: David G. Robson
	Address:	 	  

	  




  
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