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Offer Letter - Newegg Inc. and Tally Liu

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Newegg Inc.

Phone: (626) 271-9700

16839 E Gale Avenue

City of Industry, CA 91745


August 1, 2008



Mr. Tally Liu

21328 Sarahills Drive

Saratoga, CA 95070


Re: Employment Agreement

Dear Tally,

This offer letters sets forth the terms of your employment ("Agreement") with Newegg Inc., a Delaware corporation (the "Company" and), is intended to supercede (except as specifically set forth herein) in its entirety the Employment Agreement, dated January 29, 2008 (the "Prior Agreement"), between you and the Company, and all amendments thereto. The parties to this Agreement shall collectively be referred to herein as the "Parties", each a "Party". Please review this letter carefully. If you accept employment with the Company under the terms and conditions of this Agreement, please sign, date and return this offer letter to me on or before October 30, 2008, after which this offer will expire and be withdrawn.

1. Position: Effective (retroactively if necessary, to August 1, 2008), your position will be the Chief Executive Officer (the "CEO") of Newegg, and you shall be employed as such or in such other capacity or capacities as the Company may from time to time request or prescribe. You shall report to the Board of Directors (the "Board") or various committees thereof, as appropriate. As long as you are the CEO of the Company and with the approval of the Board (which may be granted or given at its sole discretion), you shall also serve, without further compensation, as the Chairman of the Board, as the Chair and as a member of the Executive Committee of the Board (the "Executive Board"), as a member of the Company's China Region Executive Committee (the "China Regional Executive Committee") and on such other Board or business unit committees as requested by the Board, subject to any eligibility requirements or restrictions under law or the Company's charter documents. This position is classified as a full-time exempt position. However, such classification will not alter the "at will" status of your employment. If you are an exempt employee, you should expect to work additional hours as required by your assignments. It is expressly agreed and understood, however, that you will not be required to relocate your primary residence from Saratoga, CA, and that the Company is willing to be flexible with respect to the location from which you perform your duties so long as you satisfactorily perform your duties and responsibilities (as determined at the sole discretion of the Board).

2. Duties and Responsibilities: You shall perform all services appropriate to the position of CEO, as well as other duties that may be assigned to you by the Board, from time to time, including, without limitation, the duties and responsibilities set forth on Exhibit A attached hereto.

Other than as set forth specifically in this letter and any attached Exhibits, you shall be subject to the direction of the Company Board and any of its duly authorized representatives or agents, and the Company shall retain full control of the means and methods by which you perform the above services. You shall be expected to travel if necessary or advisable in order to meet the obligations of your position and you shall devote such time, interest and effort to the performance of duties under this Agreement as may be fairly and reasonably necessary.

During your employment, you shall not, without prior written notice to and consent of Company, which may be granted or withheld at its sole discretion, engage in any of the following: (i) accept any other employment; or (ii) engage, directly or indirectly, in any other business, commercial or professional activity (whether or not pursued for pecuniary gain) that is or may be in competition with the Company, that might create a conflict of interest with the Company, or that might otherwise interfere or negatively impact the business of the Company. The Company hereby consents to your continuing participation in all of the activities and engagements listed on Exhibit E attached hereto. You represent and warrant that (i) you are fully qualified and competent to perform the responsibilities for which you are being hired pursuant to the terms and conditions of this Agreement; and (ii) your execution of this Agreement, employment with the Company, and the performance of your proposed duties under this Agreement shall not violate any obligations you may have to any former employer, other person or entity, including any obligations with respect to proprietary or Confidential Information of any other person or entity. You agree to indemnify and hold Company harmless against any and all costs, attorneys' fees, losses, liabilities and expenses resulting from any claims arising out of, directly or indirectly, or in any way related to your representations set forth herein, including without limitation any breach thereof


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3. Start Date: Your employment as CEO shall commence on (or if necessary, be effective retroactively as of) August 1, 2008 (the "Start Date"). This offer is expressly conditioned upon your supplying information establishing your identity and your authorization to be employed in the United States on or before your start date, and upon satisfactory completion of all appropriate and lawful reference and backgrounds checks, drug/alcohol testing, review and acknowledgment of the Company's Employee Handbook, your execution of and acknowledgement of the List of Prior Inventions attached as Exhibit C hereto, and other customary employment requirements.

4. Base Salary: In consideration for the services rendered under this Agreement, the Company shall pay you a base salary of US$780,000.00 per year ("Base Salary"), less standard withholdings and authorized deductions, payable pursuant to the regularly established practice of Company, as may be amended from time to time.

5. Bonus: You will be eligible to receive a performance-based cash bonus, subject to and at the Company's sole discretion and the terms of the Company's standard executive bonus plan or policy, except that you will be eligible to receive an amount (if the Company determines, at its sole discretion, to award you a cash bonus) equal to your Base Salary, if the Company meets or exceeds its revenue and EBITDA targets in each annual budget (beginning with the 2008 Newegg corporate budget) approved by the Board during each year you serve as the CEO of the Company. You understand and agree that except as specified in writing, no bonuses at the Company are guaranteed.

You will also be eligible to receive a special cash bonus, payable immediately, of $98,000.00 ("Special Bonus"), in satisfaction of certain of the Company's obligations to you under the Board Agreement (as defined below).

6. Equity Compensation:

a. Repricing of Options. The exercise price of all Options (as defined in the Prior Agreement) you received under the Prior Agreement shall adjusted (the "Repricing") to an amount equal to the fair market value of the Company's Class A Common Stock as determined by the Compensation Committee of the Board (the "Compensation Committee") and/or the Board on the date the Compensation Committee and/or the Board approve and/or ratify the Repricing, provided that you agree to enter into and execute any documents, including amendments to or modifications of your Option Agreements (as defined in the Prior Agreement) requested by the Company necessary to facilitate the Repricing. Your Options shall continue to vest as follows:

If you remain a full-time employee of the Company in good standing, on January 1, 2009, 14.3% of the Options shall vest. For each month thereafter, so long as you remain a full-time employee of the Company in good standing,  1/84th of the Options shall vest such that your Options would be fully vested if you are still a full-time employee of the Company in good standing on January 1, 2015.

b. Director Grant. In addition to the Options, you shall receive a grant of 50,000 fully-vested options to purchase Class A Common Stock at a price per share equal to the fair market value of such Class A Common Stock on the date of grant, as determined by the Compensation Committee and/or the Board, in satisfaction of the Company's obligations to you for your service as the Chair of the Audit Committee of the Board (the "Audit Committee") as set forth in the letter, dated as of June 23, 2005 (the "Board Agreement"), by and between you and the Company. You agree that the Director Grant and Special Bonus shall constitute full and complete satisfaction of all of the Company's obligations to you under the Board Agreement.

c. Annual Discretionary Share Grants. In the event you receive a cash bonus under Section 5 above, the Company shall also issue you a number of restricted shares of its Class A Common Stock (the "Restricted Shares") equal to the value of such cash bonus divided by the fair market value of the Class A Common Stock, as determined by the Compensation Committee and/or the Board on the day such cash bonus is awarded (the "Bonus Date"), subject to your agreement to (i) enter into and execute any restricted share documents with customary terms and conditions, reasonably requested by the Company, and (ii) forfeit and/or cancel, and permit the Company to cancel, a number of vested options to purchase shares of Class A Common Stock held by you equal to the Restricted Shares. In addition, the Company will pay you a further amount in cash sufficient to compensate you in full for any tax payments you may incur upon receipt of the Restricted Shares, provided however, that you agree that you shall have the full obligation to pay any applicable taxes on any sale or transfer of the Restricted Shares.

For purposes of clarity, avoidance of doubt and solely by way of example, if you receive a cash bonus equal to $780,000.00 and the Compensation Committee and/or the Board has determined that the fair market value of the Company's Class A Common Stock on the Bonus Date is $10 per share, you will concurrently receive 78,000 shares ($780,000.00/$10) of restricted Class A Common Stock, but the Company will cancel 78,000 of your vested options to


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purchase Class A Common Stock. Assuming that you incur approximately $312,000.00 in taxes due to the Restricted Share grant (based on estimated tax rate of 40% of the gross value of the Restricted Share grant), the Company would have an obligation to make an additional cash payment to you of approximately $520,000.00 such that after paying taxes on such payment, you would receive net cash proceeds equivalent to the amount of tax you paid on your Restricted Shares. The Company makes no representation, warranty or guarantee as to the actual fair market value of any Company's shares at any time or appropriate or applicable tax rates.

7. Benefits: You shall be entitled to paid time off in accordance with the Company's standard policies. As you become eligible, you shall have the right to participate in and receive benefits from all present and future benefit plans specified in the Company's policies and generally made available to similarly situated employees of the Company, except that you will be eligible from your Start Date for up to four (4) weeks of Paid Time Off (PTOs). Nothing stated in this Agreement shall prevent the Company from changing or eliminating any benefit during your employment with the Company. All compensation to be paid to you under this Agreement shall be less withholdings required by law. All reasonable travel and other business expenses incurred in the performance of your duties shall be reimbursed, in accordance with the Company's policies, as may be amended in the Company's sole discretion

In addition, the Company will reimburse you up to $1,500 per month for leasing one automobile for your use when you are in the Los Angeles area, as long as you are employed full-time as the CEO of the Company.

Finally, the Company will provide you with a housing allowance of up to $3,500 per month for your use when you are in the Los Angeles area, as long as you are employed full-time as CEO of the Company.

8. At-Will Employment: You understand and acknowledge that the Company would like you to serve as the Chairman and CEO of the Company for a period of ten (10) years from the Start Date You and the Company acknowledge and agree that your employment is for no fixed term and is "at-will." This means that both you and the Company are free to end the employment relationship at any time and for any reason, with or without notice, with or without cause and that no reason need be given for such termination. You may resign, and thereby terminate this Agreement at any time, preferably upon giving two (2) weeks written notice to the Company. The Company may terminate your employment, and thereby terminate this Agreement, at any time, and for any lawful reason.

9. Obligations Upon End of Employment: You agree that all property, including, without limitation, all equipment, tangible Confidential Information, as defined below, documents, books, records, reports, notes, drawings, specifications, contracts, lists, data and copies thereof, created in any medium and furnished to, contained by or prepared by you in the course of or incident to your employment and any other material containing, comprising or disclosing any Company inventions and third party information belongs to the Company and shall be immediately returned to the Company upon the termination of your employment with the Company. All benefits to which you are otherwise entitled to shall cease upon the end of your employment, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of the Company, or as required by law. Upon your departure from the Company, you shall be entitled to receive all accrued benefits that may be due and payable at the time (but the treatment of your vested Options shall be governed by the Plan and Option Agreements), but shall not be entitled to any severance pay. All Confidential Information, unfair competition and non-solicitation representations and warranties made under this Agreement shall survive the termination of your employment and this Agreement with the Company Prior to your departure from the Company, you agree to fully cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and facilitate the orderly transfer of work to other employees. In the event that you cease to provide service to the Company, you hereby consent to the notification of your new employer of your rights and obligations under this Agreement. However, notwithstanding the foregoing, you agree that, unless otherwise agreed to between you and the Company, in the event that your service to the Company is terminated for any reason, you and the Company shall enter into a standard Company consulting agreement for a period of no less than four (4) months (the "Transition Period") at a compensation rate to be mutually agreed to between you and the Company on the date you cease to be employed as the President of the Company, upon your execution and delivery of a standard Company form release and waiver. You agree and acknowledge that you will not accept any employment with any third party during the Transition Period without the prior written consent of the Company.

10. Confidential Information Definition: "Confidential Information" is all information, past or present, in whatever form, tangible or intangible, pertaining in any manner to the relationship between the Company and any of its former or current employees. All information not generally known outside of the Company's organization, and any such information so known only through improper means, shall be deemed Confidential Information. Without limiting the foregoing definition, Confidential Information shall include, but is not limited to: (i) business, marketing, and strategic plans, customer lists and preferences, supplier information, pricing and costing information, records, documents or any other information of the Company, or any information which you gained access to through and during your employment, (ii) actions, claims or litigation against the Company, (iii) information regarding the skills and compensation of other employees or service providers of the Company, and


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(iii) any information designated as "Confidential," "Proprietary" or some other similar designation or which under the circumstances surrounding disclosure ought to be treated as confidential You shall consult any Company procedures instituted to identify and protect certain types of Confidential Information, which are considered by the Company to be safeguards in addition to the protection provided by this Agreement. Nothing contained in those procedures or in this Agreement is intended to limit the effect of the other.

11. Restrictions on Use or Disclosure of Confidential Information: During the course of your employment, you shall use and disclose Confidential Information, only for the benefit of the Company and as is necessary to carry out your responsibilities under this Agreement. Following the end of your employment with the Company, you shall neither, directly or indirectly, use or disclose any Confidential Information, except as expressly and specifically authorized in writing by the Company. You represent and warrant that you shall hold, in strict confidence, all Confidential Information and shall not disclose such information, directly or indirectly, to anyone outside of the Company, or use, copy, publish, or summarize any Confidential Information, except to the extent otherwise permitted in this Agreement. You acknowledge that the Company has received and will receive from third parties Confidential Information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree that you owe the Company and such third parties, during the period of employment and thereafter, a duty to hold all such Confidential Information in the strictest confidence and not to disclose or use it except as necessary to perform your obligations hereunder and as is consistent with the Company's agreement with such third parties.

12. Ownership of Inventions: You agree that all copyrightable material, notes, records, inventions, improvements, developments, discoveries and trade secrets, whether or not patentable, conceived, made or discovered by you in while rendering services for the Company, solely or in collaboration with others, while employed by the Company (collectively, "Inventions") shall be the sole property of Company. In addition, to the extent allowed by law, any Inventions which constitute copyrightable subject matter shall be considered "works made for hire" as that term is defined in the United States Copyright Act. You further agree to assign (or cause to be assigned) and do irrevocably hereby assign fully to Company all such Inventions and any copyrights, patents or other intellectual property rights relating thereto. Pursuant to California Labor Code Section 2872, this covenant shall not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, as explained in the Invention Assignment Notice attached hereto as Exhibit D. You acknowledge that all unpatented inventions, discoveries, improvements, works of authorship or works made for hire, which were owned and controlled by you on the date of entering employment with Company have been listed by you on Exhibit C which is attached to this Agreement. Upon the termination of your employment, or upon the earlier request of Company, you will immediately deliver to Company all property of Company relating to, and all tangible embodiments of, Inventions in your possession or control. You agree to assist Company, or its designee, at the expense of Company, to obtain and from time to time enforce and defend the rights of Company in the Inventions and any copyrights, patents or other intellectual property rights relating thereto in any and all countries, and to execute all documents reasonably necessary for Company to do so. You further agree that, if in the course of performing your services for the Company, you incorporate into any Inventions developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by him or in which you have an interest ("Item"), Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with such Inventions. You further agree that if Company, after reasonable effort, is unable because of your unavailability, mental or physical incapacity, or for any other similar reason, to secure your signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering the Inventions assigned to Company above, then you hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agent and attorney-in-fact, to act for and on your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents and copyright registrations thereon with the same legal force and effect as if executed by you.

13. Unfair Competition: During the course of your employment, you will have access to trade secrets and Confidential Information pertaining to the Company, its products, customers, and its methods of doing business. You shall have access to confidential records and data pertaining to the Company's customers and to the relationship between these customers and the Company. Such information is considered secret and is disclosed to you in confidence. During your employment by the Company and/or subsequent to termination of your employment with the Company for any reason, you shall not directly or indirectly disclose or use any such information, or assist or facilitate such disclosure or use by any unauthorized third party except as required in the course of your employment and as authorized by the Company.

14. Non-Solicitation: You acknowledge and agree that the Company has expended and will continue to expend significant time, effort and resources in the hiring, training and development of an unusual and extraordinary workforce whose identities and abilities the Employee would not know of or learn but for your relationship with the Company. You further acknowledge and agree that you possess and will continue to receive valuable Confidential Information of the Company (as defined above) and exposure to service providers and customers and potential customers of the Company. Therefore, during your employment and for a two (2) year period after the end of your employment with the Company, you shall not either, directly or indirectly, alone or


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In association with others: (i) solicit, encourage or induce any employees or consultants of the Company or any of its subsidiaries or affiliates to terminate their employment with or service to the Company, or otherwise to leave the Company for any reason, or (ii) directly or indirectly use Company Confidential Information to solicit business from or perform services for any customer, vendor, supplier, partner, licensee or business relation of Company or any of its subsidiaries or affiliates, or induce or attempt to induce any such individual or entity to cease doing business with the Company or in any way interfere with the relationship between any such individual or entity and the Company.

15. Dispute Resolution: You understand and agree that you will settle any and all previously unasserted claims, disputes or controversies arising out of or relating to your application or candidacy for employment, employment and/or cessation of employment with the Company or against any of its current and former officers, directors, employees, attorneys and agents, exclusively by final and binding arbitration in Los Angeles, California by the American Arbitration Association ("AAA") under the then current AAA rules related to employment disputes, before a single neutral arbitrator mutually agreed to by the Parties. You understand that any and all claims or disputes the Company has against you arising from your application or candidacy for employment, employment and/or cessation of employment will also be subject to binding arbitration, with the exception of: (i) claims for Workers' Compensation or Unemployment Compensation Benefits, (ii) petitions to a court of competent jurisdiction upon the showing of reasonable cause for immediate injunctive relief; (iii) administrative claims before the Department of Fair Employment and Housing or the United States Equal Employment Opportunity Commission and the Department of Labor Standards Enforcement; and (iv) any other matters which as a matter of law cannot be subject to resolution through arbitration.

You understand and agree that such claims subject to arbitration include, but are not limited to, any claims for violation of any alleged contact, express or implied; any covenant of good faith and fair dealing, whether express or implied; any tort; any federal, state, or local statute or regulation, including but not limited to the Federal Fair Labor Standards Act, the California Labor Code and the California Industrial Welfare Commission Orders; any federal, state, or local statute or regulation based on or related to the Age Discrimination in Employment Act, the California Fair Employment and Housing Act (Government Code sections 12900-12996); Title VII, Civil Rights Act of 1964 (42 U.S.C. sections 2000-2000(e)-1-17); the Americans with Disabilities Act; the Federal Family Medical Leave Act; and the California Family Rights Act.

To start the arbitration process, either Company or you must submit a written arbitration request to the other. The arbitration demand shall set forth the basis and nature of all claims being asserted and must be made within the timeframe authorized by the applicable statute of limitations to make such claims under applicable law. The fees of the arbitrator and all other costs that are unique to arbitration shall be paid by the Company. Each party shall be solely responsible for paying its own costs for the arbitration including but not limited to its own attorneys' fees and expert witness fees, and any costs or fees that the parties would ordinarily be responsible for paying in a judicial proceeding. However, if either party prevails on a statutory claim which affords the prevailing party their attorneys' fees or where there is a written agreement providing for such fees, the arbitrator may award reasonable attorneys' fees to the prevailing party. The arbitrator shall have the authority to award any damages authorized by law. The award of the arbitrator shall be in writing and shall contain the arbitrator's factual findings, legal conclusions and reasons for the award and shall be final and binding and may be entered as a judgment in any court with jurisdiction over either the Company or me. Both parties agree to keep the fact of, findings and award of arbitration, if any, confidential and will execute all necessary documents thereto. This Arbitration provision applies to any dispute involving the Company as well as any of its parent, subsidiary or affiliated companies, successors and assigns, employees, officers and agents. This agreement, including and any claims brought pursuant to this arbitration provision, shall be governed and construed in accordance with the laws of the State of California.

16. Notice: Any notice under this Agreement must be in writing and shall be effective upon delivery by hand, upon facsimile transmission to the number provided below or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to the Company or to you at the corresponding address below. You shall be obligated to notify the Company in writing of any change in your address. Notice of change of address shall be effective only when done in accordance with this section.

Company's Notice Address:

Newegg Inc.

16839 E. Gale Avenue

City of Industry, CA 91745

(626) 271-9700 x.22015 phone

(626) 271-9463 fax

Attention: General Counsel

Your Notice Address:

21328 Sarahills Drive

Saratoga, CA 95070

Phone: (408) 506-1633

Attention:  Tally Liu


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17. Miscellaneous: All actions required or permitted to be taken under this Agreement by the Company, including, without limitation, exercise of discretion, consents, waivers and amendments to this Agreement, shall be made and authorized in writing only by a representative of the Company specifically authorized. This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof, and all prior or contemporaneous agreements, representations, negotiations and understandings of the Parties hereto, oral or written, are hereby superseded and merged herein, except for the indemnification agreement between you and the Company that is currently in effect. No modification of or amendment to this Agreement will be effective except by an instrument in writing, signed by each of the Parties. Any waiver by one party hereto of breach of any provision of this Agreement by the other must be agreed to by both parties in writing and shall not operate or be construed as a continuing waiver. Any failure or neglect by either party to enforce any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement. Employee may not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement. Any such assignment, sale, transfer, delegation or other disposal shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other entity, or the sale by the Company of all or substantially all of its assets, or the otherwise lawful assignment by the Company of any rights or obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those specifically enumerated in this Agreement. In the event that any section, sub-section or other provision contained in this Agreement, for any reason, is determined and held to be invalid, unlawful or unenforceable to any extent, such section, sub-section or other provision shall to that extent be severed from this Agreement and the validity and enforceability of any remaining provisions of this Agreement shall not be affected and shall remain in full force and effect to the maximum extent permissible by law. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. This Agreement reflects the negotiated agreement of the Parties. Accordingly, this Agreement shall be construed as if both Parties jointly prepared it, and no presumption against one Party or the other shall govern the interpretation or construction of any of the provisions of this Agreement. You acknowledge that you have read and understand this Agreement, that you are fully aware of its legal effect, and that you have entered into it freely and voluntarily and based on your own judgment and not on any representations or promises other than those contained in this Agreement. This Agreement may be signed in two counterparts, with each deemed an original and both of which shall together constitute one and the same agreement.


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