U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Aaron Coleman as Chief Executive Officer

On March 30, 2017, Aaron Coleman was appointed as Chief Executive
Officer of U.S. Auto Parts Network, Inc. (the Company), effective
immediately.

Mr. Coleman, 42, has served as our President since October 2016
and our Chief Operating Officer since September 2010. Prior to
that time, Mr. Coleman served as our Executive Vice President of
Operations and Chief Information Officer from April 2008 until
September 2010. From July 2007 to April 2008, Mr. Coleman served
as Senior Vice President – Online Systems at Blockbuster Inc.,
which he joined as Vice President – Online Systems in March 2005.
From April 2003 to March 2005, he was the Chief Technology
Officer of Travelweb LLC, which is owned by priceline.com
Incorporated, and was responsible for all aspects of Travelwebs
technology, including the technology for Travelweb.com and over
40 affiliate websites, as well as the booking gateway for the
merchant property processing for Orbitz and priceline.com. Mr.
Colemans prior experience also includes serving as Manager of the
Customer Technology Infrastructure group at American Airlines.
Mr. Coleman holds a B.A. degree in Business Administration from
Gonzaga University.

In connection with his appointment, Mr. Coleman entered into an
amended and restated employment agreement with the Company (the
Employment Agreement) which provided for the following amended
terms to Mr. Colemans compensation as approved by the
Compensation Committee of the Companys Board of Directors (the
Board): (i) an increase in annual base salary to $400,000, (ii)
an increase in annual target bonus equal to 80% of Mr. Colemans
base salary under the Companys Annual Bonus Plan, and (iii) an
increase in Mr. Colemans automobile allowance to $15,000 per
year. The Employment Agreement also provides that in the event
Mr. Colemans employment is terminated by the Company without
cause as defined in the Employment Agreement or he resigns for
good reason as defined in the Employment Agreement, Mr. Coleman
will be entitled to increased severance benefits consisting of an
annual base salary for a period of one year following
termination. The other terms of Mr. Colemans employment with the
Company remain unchanged.

On March 30, 2017, the Compensation Committee also approved the
following grants to Mr. Coleman in connection with his
appointment: (i) a grant of an additional 50,678
performance-based restricted stock units (PRSUs) under the 2016
Equity Incentive Plan (the 2016 Equity Plan) which were granted
in lieu of the increase to Mr. Colemans target cash bonus
eligibility under the Companys Annual Bonus Plan, provided that
achievement of the Companys objectives relating to Adjusted
EBITDA for the fiscal year ending December 30, 2017 will
determine the actual number of PRSUs to be earned, and provided
further, that if the Company achieves certain performance metrics
relating to Adjusted EBITDA, Mr. Coleman will also be eligible
for a cash bonus award (the Cash Bonus Award) above and beyond
his target bonus (represented in the form of the PRSUs) in
accordance with the terms of his Performance Cash Bonus Award
Agreement; (ii) a grant of restricted stock unit awards (the RSU
Award) under the 2016 Equity Plan covering 200,000 shares of the
Companys common stock, 25% of which will vest on the first
anniversary of the grant date, and the remainder of which will
vest in equal monthly installments thereafter over three years,
subject to Mr. Colemans service to the Company through such dates
and the terms of the Employment Agreement, provided, however,
that if Mr. Coleman is terminated without cause or resigns for
good reason (as defined under the Employment Agreement), then the
RSU Award will become fully-vested on the date of such earlier
termination or resignation; and (iii) a grant of 650,000 stock
options (the Options) under the 2016 Equity Plan, at an exercise
price equal to $3.32 per share, the closing price of the Companys
common stock on the date of grant, 25% of which will vest on the
first anniversary of the grant date, and the remainder of which
will vest in equal monthly installments thereafter over three
years, subject to Mr. Colemans service to the Company through
such dates and the terms of the Employment Agreement.

The Employment Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K, and the foregoing description of this
agreement is qualified in its entirety by reference to the full
text of the agreement, which is incorporated herein by reference.
The terms and conditions of the PRSUs, Cash Bonus Award, RSU
Award and Options are set forth in the forms of agreements which
were previously filed by the Company as exhibits to the Form 8-K
filed with the Securities and Exchange Commission on January 26,
2017.

Departure of Shane Evangelist as Chief Executive Officer

On March 30, 2017, Shane Evangelist resigned as Chief Executive
Officer, effective immediately. The Company and Mr. Evangelist
have entered into a Transition Consulting Services Agreement,
dated March 30, 2017 (the Consulting Agreement), to which Mr.
Evangelist will serve as a consultant to the Company through May
1, 2017 (the Transition Period) and assist with an orderly
transition of his duties and responsibilities. During the
Transition Period, Mr. Evangelist will receive a consulting fee
equivalent to his prior base salary on a pro-rated basis and
receive continued health care coverage through the end of the
Transition Period.

The Consulting Agreement is filed as Exhibit 10.2 to this Current
Report on Form 8-K, and the foregoing description of this
agreement is qualified in its entirety by reference to the full
text of the agreement, which is incorporated herein by reference.

Changes in the Board of Directors

On March 30, 2017, Shane Evangelist, who currently serves as a
Class I Director, and Fred Harman, who currently serves as a
Class III Director, resigned from the Board, effective
immediately. The Board approved a decrease in the size of the
Board by one director, from nine to eight directors and appointed
Mr. Coleman, the Chief Executive Officer, to fill the other
resulting vacancy. Mr. Coleman will initially serve as a Class
III director, with a term expiring at the Companys 2018 annual
meeting of stockholders. Mr. Coleman has no family relationship
with any of the Companys directors or executive officers, and he
has no direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K. As an
employee of the Company, Mr. Coleman will not receive any
additional compensation or equity awards in connection with his
service on the Board. There was no disagreement or dispute
between the departing directors and the Company that led to their
decision to resign.

Item 7.01.Regulation FD Disclosure

On March 31, 2017, the Company issued a press release announcing
Mr. Colemans promotion to Chief Executive Officer of the Company.
A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information furnished to this Item shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or
the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.