8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2009

U.S. AUTO PARTS NETWORK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33264	68-0623433
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17150 South Margay Avenue, Carson, CA	90746
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 735-0085

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain officers.

On December 22, 2009, the Compensation Committee of the Board of Directors of U.S. Auto Parts Network, Inc. established the 2010 annual base salaries for certain of the Company’s officers identified on Exhibit 10.1 (collectively, the “Officers”). The 2010 base salaries for the Officers, effective January 1, 2010, are listed in Exhibit 10.1 to this report and are incorporated herein by reference.

In addition, on December 22, 2009, the Compensation Committee also established the target discretionary cash bonuses for the Officers for 2010, which also are set forth on Exhibit 10.1 to this report and are incorporated herein by reference. The cash bonuses are payable at the discretion of the Compensation Committee and are based upon meeting a combination of revenue and EBITDA thresholds.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	2010 Base Salaries and Target Bonuses of Certain Officers.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 29, 2009	U.S. AUTO PARTS NETWORK, INC.
	By:	/s/    SHANE EVANGELIST
		Shane Evangelist
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	2010 Base Salaries and Target Bonuses of Certain Officers.

EX-10.1

Exhibit 10.1

2010 Base Salaries and Target Discretionary Bonuses

Officer	Position	Maximum Base Salary		Target Discretionary Bonus
Shane Evangelist	Chief Executive Officer	$	367,770	$	294,216	1
Ted Sanders	Chief Financial Officer	$	307,500	$	153,750	1
Aaron Coleman	Executive Vice President of Operations and Chief Information Officer	$	284,040	$	142,020	1
Houman Akhavan	Vice President of Marketing	$	261,000	$	95,000
Charlie Fischer	Senior Vice President of Global Procurement	$	220,500	$	90,000

¹ Each of Messrs. Evangelist, Sanders and Coleman elected to have his bonus paid 50% in cash and 50% common stock of the Company, with the number of shares determined by the closing price on January 4, 2010. For example, if the closing price of our stock on January 4, 2010 is $5.00 per share, and all target thresholds are met, Mr. Evangelist’s bonus would be comprised of $147,108 in cash, and 29,421 shares of common stock.