CarParts.com, Inc. Officer and Director Share Purchase Plan

2.10.“Participant” means an Eligible Individual who elects to participate in the Plan in accordance with Section 5.1.

2.11.“Plan” means this Officer and Director Share Purchase Plan, as it may be amended from time to time.

2.12.“Share” means a share of the Company’s common stock, $0.001 par value per share.

2.13.“Trading Day” means a day on which The Nasdaq Stock Market is open for trading. A Trading Day begins at the time trading begins on such day.

2.14.“Trading Window” means the period commencing at the opening of market on the third Trading Day following the public disclosure of the financial results for a particular fiscal quarter or fiscal year of the Company and continuing until the close of market on the fifteenth calendar day of the third month of every fiscal quarter, provided that during this period no circumstances exist that otherwise closes the Trading Window.

3.2.1.To interpret and determine the meaning, validity and parameters of the terms and provisions of the Plan and to determine any question arising under, or in connection with, the administration, operation or validity of the Plan;

3.2.2.To determine the form and manner for Participants to make elections under the Plan and to approve forms of election to be used in conjunction with the Plan;

3.2.3.To determine the time or times when Eligible Individuals may elect to participate in the Plan or otherwise change such elections;

3.2.4.To select the Officers and Directors who will be eligible to participate in the Plan from time to time;

3.2.5.To make any and all determinations as it may deem necessary or appropriate for the administration of the Plan, including the number of Shares to be issued in exchange for a Participant’s aggregate deductions;

3.2.6.To establish, amend and revoke rules and procedures relating to the Plan (for example, but not by way of limitation, with respect to Eligible Individual elections to participate in the Plan and the delivery of Shares) as it may deem necessary or appropriate for the administration of the Plan;

3.2.7.To employ such brokers, counsel, agents and advisers, and to obtain such broker, legal, clerical and other services, as it may deem necessary or appropriate in carrying out the provisions of the Plan; and

3.2.8.To delegate all or any part of its authority and powers under the Plan to one or more officers or employees of the Company, including with respect to the day-to-day administration of the Plan.

5.1.1.Each Eligible Individual’s decision to participate in the Plan shall be entirely voluntary. An Eligible Individual may become a Participant in the Plan by enrolling or re-enrolling in the Plan during a Trading Window, provided that the Participant does not otherwise possess material non-public information concerning the Company (within the meaning of the 1934 Act) at the time of his or her election. In order to enroll, an Eligible Individual must complete, sign and submit to the Company an election form, in such form as the Committee will determine in its sole discretion.

5.1.2.On his or her election form, each Eligible Individual must authorize payroll deductions or, in the case of Directors, deductions from Fees for the purposes of purchasing fully vested Shares. Any deductions for this Plan will occur after normal and appropriate withholding for all Federal and State taxes and after voluntary withholdings for participation in other Company benefit plans. With respect to Officers, the payroll deductions may not reduce the individual’s compensation below an amount equal to two (2) times the federal or applicable state minimum wage, whichever is higher, required to be paid each pay period. Payroll deductions for a Participant who is an Officer will commence with the first full payroll period immediately following the date the Participant submits a properly completed election form to the Company. Deductions from Fees for a Participant who is a Director will commence on the first day on which the foregone Fees would have been paid to the Director and will apply only to Fees earned and paid after the date the Participant submits a properly completed election form to the Company.

5.3.1.A Participant may terminate his or her participation in the Plan at any time by providing notice of termination to the Company in a manner and pursuant to such procedures as the Committee may determine from time to time. A Participant’s election to terminate participation shall be effective as soon as administratively practicable following the Company’s receipt of the Participant’s notice of termination.

5.3.2.A Participant may increase or decrease the rate of his or her payroll deductions or Fee deductions, as applicable, by submitting a new election form to the Company at any time during a Trading Window, provided that the Participant does not otherwise possess material non-public information concerning the Company (within the meaning of the 1934 Act) at the time of his or her new election. Notwithstanding the foregoing, a Participant may not decrease the rate of his or her deductions below 1% of his or her compensation or Fees, as applicable. Provided that a Participant has properly submitted a completed election form, the change in payroll or Fee deduction rate will be effective as soon as administratively practicable following the date the Company receives the Participant’s new election form and will apply only to compensation or Fees earned after such date.