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Exhibit 10.8
May 19, 2006
RICHARD PINE
85 Cranberry Run
Southampton, New Jersey
08088
RE: OFFER LETTER OF
EMPLOYMENT
Dear Mr. Pine:
U.S. Auto Parts Network, Inc.
(“we” or the “Company”) is pleased to
extend you an offer of employment on the following
terms:
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1.
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POSITION. You
will serve in the full time position of Vice President of
Operations of the Company, reporting to the Chief Executive Officer
of the Company, who shall monitor and review your performance and
have the ability to terminate your employment.
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2.
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TERM. Your
employment shall commence upon May 19, 2006 (the
“Commencement Date”) for a period of twenty-four
(24) months (the “Term”), unless terminated
earlier pursuant to the provisions of Paragraph 7 below. At the end
of the Term, your employment with the Company will become
“at-will”, which means that you will no longer be
employed for any specified period of time and either you or the
Company may terminate your employment at any time, with or without
cause.
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3.
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CASH
COMPENSATION. The Company will pay you a salary at the rate of
$200,000 per year, payable in accordance with the Company’s
standard payroll schedule. This salary will be subject to
adjustment pursuant to the Company’s employee compensation
policies in effect from time to time.
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4.
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GRANT OF
NON-QUALIFIED OPTIONS. Subject to approval by the Company’s
Board of Directors (or its designee) and the closing of the
Acquisition contemplated by that certain Acquisition Agreement
dated May 19, 2006, to which both the Company and you are
parties, upon accepting this offer of employment by signing below,
you will receive a five-year option to purchase 498,000 shares of
the Company’s common stock (the “Options”). The
purchase price per share of the Options shall be the per share
price as determined by the Company’s Board of Directors in
reliance on an independent appraisal and recent transaction-related
valuations. The Options shall be issued pursuant to the
Company’s 2006 Equity Incentive Plan (the
“Plan”), and shall be subject to the terms and
conditions of the Plan and any related option grant
documentation.
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5.
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EMPLOYEE
BENEFITS. As a regular employee of the Company, you will be
eligible to participate in a number of Company-sponsored benefits
programs, about which further details will be provided to you upon
acceptance of employment, or earlier upon request, all in
accordance with the Company’s policies as in effect from time
to time.
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6.
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ASSIGNMENT OF
RIGHTS, NON-SOLICITATION, CONFIDENTIALITY AND NON DISCLOSURE
AGREEMENT. You agree to execute
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