AUTOBYTEL INC (Form: 8-K, Received: 04/29/2015 14:12:51)

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) April 23, 2015

Autobytel Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-34761		33-0711569
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18872 MacArthur Boulevard, Suite 200, Irvine, California		92612-1400
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 225-4500

Not Applicable

(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:

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

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

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

o	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.

Appointment of Mr. William Ferriolo as Executive Vice President, Consumer Acquisitions

By action taken April 23, 2015, the Board of Directors of Autobytel Inc., a Delaware corporation (“ Autobytel ” or “ Company ”), promoted Mr. William Ferriolo, Autobytel’s current Senior Vice President, Consumer Acquisitions, to the position of Executive Vice President, Consumer Acquisitions, to be effective April 23, 2015. Mr. Ferriolo joined Autobytel as Vice President, Cyber Ventures Division in September 2010 in connection with the Company’s acquisition of the businesses of Cyber Ventures, Inc. and Autotropolis, Inc. Mr. Ferriolo was appointed as Senior Vice President, Consumer Acquisitions in December 2011. Prior to joining Autobytel, from 2003 to 2010 Mr. Ferriolo served as President and Co-Founder of Cyber Ventures, Inc. and Autotropolis, Inc., where he was responsible for search engine optimization, search engine marketing, dealer accounts and sales. From 1997 to 2003, Mr. Ferriolo served as Service Manager and High Line Sales Associate for Dimmitt Automotive Group, where he was responsible for the service department and high line vehicle sales. From 1991 to 1997, Mr. Ferriolo served as a Service Advisor at the Carlisle Automotive Group, where he was responsible for servicing of customer vehicles.

In connection with Mr. Ferriolo's promotion, the Compensation Committee of the Board of Directors of Autobytel, approved the following adjustments to his compensation, and the Company and Mr. Ferriolo agreed to extend his employment with the Company until at least March 31, 2018:

1. Base Annual Salary . Mr. Ferriolo’s base annual salary was increased to $333,000 from $275,000.00 effective April 23, 2015.

2. Equity Compensation Awards .

(a) Mr. Ferriolo was granted forty-five thousand (45,000) options to purchase shares of Autobytel’s common stock. These stock options were granted under the Company’s 2014 Equity Incentive Plan (“ 2014 Plan ”), have an exercise price of $15.37 per share (the closing price for Autobytel’s common stock on The Nasdaq Capital Market on April 23, 2015), and will vest over a three (3)-year period, with one-third (1/3) vesting on the first anniversary of the date of grant and thereafter in equal one thirty-sixth (1/36) installments of the original number of shares subject to the option on each monthly anniversary of the date of grant for the following twenty-four (24) months. The stock options expire seven (7) years from the date of grant.

(b) Mr. Ferriolo was awarded twenty-five thousand (25,000) shares of the Company’s common stock in the form of service-based restricted stock pursuant to the 2014 Plan. These shares of service-based restricted stock are subject to forfeiture if Mr. Ferriolo’s employment with the Company is terminated for any reason, other than termination by the Company without cause or by Mr. Ferriolo for good reason. These forfeiture restrictions lapse with respect to one-third (1/3) of the restricted stock on each of the first, second and third anniversaries of the date of award.

The vesting of the foregoing stock options will accelerate and the forfeiture restrictions on the foregoing restricted stock will lapse: (i) if Autobytel terminates Mr. Ferriolo’s employment without cause or Mr. Ferriolo terminates his employment for good reason; or (ii) upon a change in control of Autobytel (as defined in the 2014 Plan) if coupled with a termination of employment by the Company without cause or by Mr. Ferriolo for good reason within twenty-four (24) months of such change in control or if the acquirer does not assume, retain or exchange the stock options or restricted stock as provided in the 2014 Plan or the stock option and restricted stock award agreements.

(c) Mr. Ferriolo was also awarded one hundred thousand (100,000) shares of the Company’s common stock in the form of performance-based restricted stock pursuant to the 2014 Plan. All of these shares are subject to forfeiture to the Company upon the earlier of (such earliest date being referred to herein as the “ Termination Date ”) (i) a termination of Mr. Ferriolo’s employment with the Company; (ii) March 31, 2018; and (iii) other events of forfeiture set forth in the award agreement, subject to the following:

1. The forfeiture restrictions with respect to fifty thousand (50,000) of these restricted shares will lapse if any time prior to the Termination Date the weighted average closing price of the Company’s common stock on The Nasdaq Capital Market (or if not then traded on the such market or exchange, the principal market or exchange on which the Company’s common stock is then traded) (“ Principal Trading Market ”) for the preceding thirty (30) trading days is at or above Thirty Dollars ($30.00) per share (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the Company’s common stock occurring after the award date) (such per share price, as adjusted (if applicable) being referred to herein as the “ First Tier Price ”).

2. The forfeiture restrictions with respect to any of these restricted shares that remain subject to forfeiture restrictions shall lapse if any time prior to the Termination Date the weighted average closing price of the Company’s common stock on the Principal Trading Market for the preceding thirty (30) trading days is at or above Forty-Five Dollars ($45.00) per share (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the Company’s common stock occurring after the award date) (such per share price, as adjusted (if applicable) being referred to herein as the “ Second Tier Price ”).

The forfeiture restrictions on the foregoing restricted stock will lapse: (i) if Autobytel terminates Mr. Ferriolo’s employment without cause or Mr. Ferriolo terminates his employment for good reason and a performance condition, as applicable, is met within ninety (90)-days after the date of termination; or (ii) upon a change in control (as defined in the 2014 Plan) if coupled with a termination of employment by the Company without cause or by Mr. Ferriolo for good reason within twenty-four (24) months of such change in control or if the acquirer does not assume, retain or exchange the stock options or restricted stock as provided in the 2014 Plan or the stock option and restricted stock award agreements; provided that the performance-based restricted stock is subject to forfeiture if the change in control is a business combination (as defined in the 2014 Plan) and the specified per share consideration is not payable or delivered by the acquiring person in respect of the Company’s common stock.

The foregoing descriptions of Mr. Ferriolo’s employment terms, stock option and restricted stock awards are not complete and are qualified in their entirety by reference to (i) the form of Stock Option Award Agreement under the 2014 Plan which is incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the SEC on July 31, 2014; (ii) the restricted stock award agreements filed herewith as Exhibits 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference; and (iii) the Amended and Restated Employment Agreement dated as of April 23, 2015 filed herewith as Exhibit 10.5 to this Current Report on Form 8-K, and which is incorporated herein by reference. For purposes of the foregoing award agreements, the terms “cause” and “good reason” are as defined in Mr. Ferriolo’s Severance Benefits Agreement dated September 17, 2010, as amended by Amendment No. 1 dated November 30, 2012 (which are incorporated by reference to Exhibit 10.76 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2011 filed with the SEC on March 1, 2012 and Exhibit 10.77 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2012 filed with the SEC on February 28, 2013, respectively).

3. Supplemental Incentive Compensation Plan . In addition to his continued participation in the Company’s annual incentive compensation plan, Mr. Ferriolo will participate in a supplemental incentive compensation plan based on the performance of the Company’s search engine marketing managed by Mr. Ferriolo (“ SEM Business ”) for the twelve (12) month period commencing January 1, 2015 and ending December 31, 2015 (“ Supplemental Plan Period ”) based upon the following performance metrics (each weighted one-third (1/3) of the overall incentive opportunity): (i) volume of invoiced leads originated from the SEM Business websites during the Supplemental Plan Period; (ii) quality of SEM Business originated leads during the Supplemental Plan Period based on the Company’s average close rates for all of the Company’s leads; and (iii) the SEM Business achieving a specified gross margin contribution during the Supplemental Plan Period. Mr. Ferriolo’s target annual incentive compensation percentage for purposes of the Company’s annual incentive compensation plan and for the new supplemental incentive compensation plan remains at 55% of his base annual salary.

Item 5.05

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 23, 2015, Autobytel’s Board of Directors and its Audit Committee considered a proposal by AutoWeb, Inc., a Delaware corporation (“ AutoWeb ”), to grant to Mr. Ferriolo options to acquire 1,200 shares of AutoWeb Series B Preferred Stock having a value estimated by AutoWeb to be $1.0 million, and representing approximately 1.5% of AutoWeb shares on a fully diluted basis. The options would be granted at an exercise price of $0.01 per share and will vest over 4 years at a rate of 1/48th per month beginning with the grant-date month. Vesting of the options will vest upon a change in control of AutoWeb.

AutoWeb is a privately-owned company providing an automotive search engine that enables car manufacturers and dealers to fully optimize their ad campaigns and reach highly targeted, low funnel car buyers through an auction-based click marketplace. Autobytel currently owns approximately 16% of the outstanding shares of AutoWeb, and has the option through mid-September 2015 to purchase additional shares at the price of its initial investment. If the option is exercised, Autobytel’s ownership position in AutoWeb would increase to approximately 21% based on AutoWeb’s current outstanding shares. AutoWeb and Autobytel also have advertising and publishing business relationships related to AutoWeb’s automotive search engine and agreements providing for AutoWeb to perform various website development services for Autobytel. Mr. Ferriolo’s duties and responsibilities with the Company include working closely with AutoWeb in the development and growth of its business and the Company’s business relationships with AutoWeb. AutoWeb’s proposed option grant to Mr. Ferriolo is intended to further incentivize Mr. Ferriolo in his performance of these duties and responsibilities with respect to the Company’s relationship with AutoWeb.

Based solely on information made available to Autobytel by Auto Holdings Ltd., a British Virgin Islands business company (“ Auto Holdings ”), the Company believes that the majority owners of AutoWeb are affiliated with Auto Holdings. Effective as of April 27, 2015, Auto Holdings acquired the $5.0 Million Convertible Subordinated Promissory Note (“ Cyber Note”) dated as of September 16, 2010 and the Warrant dated as of September 16, 2010 (“ Cyber Warrant ”), which convertible note and warrant were jointly held by Atrop, Inc. (“ Atrop ”) and IBBF Ventures, Inc. (“ IBBF ”) and were issued by Autobytel in connection with its acquisition of the businesses and assets of Atrop and IBBF in September 2010. Mr. Ferriolo is an officer, director and 50% stockholder of Atrop and IBBF. Concurrently with the acquisition of the Cyber Note and Cyber Warrant, Auto Holdings converted the entire Cyber Note and fully exercised the Cyber Warrant, and as a result Auto Holdings was issued 1,475,268 shares of Autobytel common stock, representing approximately 14.25% of Autobytel's issued and outstanding shares as of April 27, 2015 after giving effect to this issuance.

The Audit Committee and the Board of Directors evaluated the potential conflict this option grant may pose for Mr. Ferriolo and its potential impact on the Company. The Audit Committee and the Board of Directors considered the Company’s significant investment in, and business relationships with, AutoWeb and the benefit the Company derives from its investment and these business relationships. The Audit Committee and the Board of Directors concluded that the benefits to the Company resulting from further incentivizing Mr. Ferriolo in the performance of his duties and responsibilities related to the AutoWeb relationship outweigh the potential conflict that might arise from the option grant. The Audit Committee and the Board of Directors each approved AutoWeb’s proposal and waived the potential conflict.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1

Severance Benefits Agreement dated September 17, 2010 between Autobytel Inc. and William Ferriolo, which is incorporated by reference to Exhibit 10.76 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2011 filed with the SEC on March 1, 2012 (SEC File No. 001-34761), as amended by Amendment No. 1 to Severance Benefits Agreement dated November 30, 2012 between Autobytel and William Ferriolo, which is incorporated herein by reference to Exhibit 10.77 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2012 filed with the SEC on February 28, 2013 (SEC File No. 001-34761)

10.2	Form of Stock Option Award Agreement pursuant to the Autobytel Inc. 2014 Equity Incentive Plan, which is incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the SEC on July 31, 2014 (SEC File No. 001-34761)

10.3*

Restricted Stock Award Agreement dated as of April 23, 2015 between Autobytel Inc. and William Ferriolo pursuant to the Autobytel Inc. 2014 Equity Incentive Plan.

10.4*

Restricted Stock Award Agreement dated as of April 23, 2015 between Autobytel Inc. and William Ferriolo pursuant to the Autobytel Inc. 2014 Equity Incentive Plan.

10.5*

Amended and Restated Employment Agreement dated as of April 23, 2015 between Autobytel Inc. and William Ferriolo

* Filed herewith.

SIGNATURES

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

Date: April 29, 2015

	Autobytel Inc.
	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary

INDEX OF EXHIBITS

Exhibit No. Description of Document

10.1

10.2	Form of Stock Option Award Agreement pursuant to the Autobytel Inc. 2014 Equity Incentive Plan, which is incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the SEC on July 31, 2014 (SEC File No. 001-34761)

10.3*

Restricted Stock Award Agreement dated as of April 23, 2015 between Autobytel Inc. and William Ferriolo pursuant to the Autobytel Inc. 2014 Equity Incentive Plan.

10.4*

Restricted Stock Award Agreement dated as of April 23, 2015 between Autobytel Inc. and William Ferriolo pursuant to the Autobytel Inc. 2014 Equity Incentive Plan.

10.5*

Amended and Restated Employment Agreement dated as of April 23, 2015 between Autobytel Inc. and William Ferriolo

* Filed herewith.

Exhibit 10.3

AUTOBYTEL INC. 2014 EQUITY INCENTIVE PLAN

Restricted Stock Award Agreement

This Restricted Stock Award Agreement (“ Agreement ”) is entered into effective as of the Award Date set forth on the signature page to this Agreement (“ Award Date ”) by and between Autobytel Inc., a Delaware corporation (“ Company ”), and the person set forth as Participant on the signature page hereto (“ Participant ”).

1. Award of Restricted Stock . Company hereby awards to Participant the number of shares of common stock of Company, par value $0.001 per share, set forth on the signature page to this Agreement (“ Restricted Shares ”), subject to the Forfeiture Restrictions set forth herein.

2. Forfeiture Restrictions Lapse Schedule . All Restricted Shares awarded pursuant to this Agreement are subject to forfeiture back to Company upon the termination of employment by Participant for any reason (“ Forfeiture Restrictions ”) subject to the Forfeiture Restrictions lapsing follows: The Forfeiture Restrictions with respect to thirty-three and one-third percent (33 1/3%) of the Restricted Shares shall lapse on each anniversary of the Award Date, commencing with the first anniversary of the Award Date and ending on the third anniversary of the Award Date.

3. Effect of Certain Events on Forfeiture Restrictions .

(a) Termination of Employment .

(i) Termination of Employment By Company Without Cause or By Participant Without Good Reason . In the event Participant’s employment with Company is terminated by Company without Cause or by Participant for Good Reason, the Forfeiture Restrictions on the Restricted Shares that have not lapsed prior to such termination of employment shall lapse. For purposes of this Agreement, the terms “ Cause ” and “ Good Reason ” shall have the meanings ascribed to them in that certain Severance Benefits Agreement dated September 17, 2010, as amended by Amendment No. 1 dated November 30, 2012, by and between Company and Participant (“ Severance Agreement ”).

(ii) Termination of Employment By Company For Cause, By Participant Without Good Reason, or By Reason of Participant’s Death or Disability . Upon the termination of Participant’s employment by Company for Cause, by Participant without Good Reason or by reason of Participant’s death or Disability, any Restricted Shares that remain subject to the Forfeiture Restrictions at the time of termination of employment shall be immediately forfeited and cancelled. For purposes of this Agreement, “ Disability ” shall mean Participant’s becoming “permanently and totally disabled” within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Committee in its discretion. The Committee may require such proof of Disability as the Committee in its sole and absolute discretion deems appropriate, and the Committee’s determination as to whether Participant has incurred a Disability shall be final and binding on all parties concerned.

(c) Forfeiture upon Engaging in Detrimental Activities . If, at any time while any Restricted Shares remain subject to the Forfeiture Restrictions or within the twelve (12) months after (i) the Forfeiture Restrictions lapse as to any Restricted Shares; or (ii) the effective date of any termination of Participant’s employment by Company or by Participant for any reason, Participant engages in, or is determined by the Committee in its sole discretion to have engaged in, any (i) material breach of any non-competition, non-solicitation, non-disclosure or settlement or release covenant or agreement with Company or any Subsidiary; (ii) activities during the course of Participant’s employment with Company or any Subsidiary constituting fraud, embezzlement, theft or dishonesty; or (iii) activity that is otherwise in conflict with, or adverse or detrimental to the interests of Company or any Subsidiary, then (x) Restricted Shares still subject to Forfeiture Restrictions shall be forfeited effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement; (y) Restricted Shares for which the Forfeiture Restrictions have lapsed but that are still in the possession of or control of Participant shall be forfeited and returned to Company effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement; and (z) the amount of any proceeds realized by Participant from any sale or other transfer of Restricted Shares as to which the Forfeiture Restrictions had lapsed shall be forfeited by Participant and shall be paid by Participant to Company, and recoverable by Company, within sixty (60) days following such termination date of the Options. For purposes of the foregoing, the following will be deemed to be activities in conflict with or adverse or detrimental to the interests of Company or any Subsidiary: (i) Participant’s conviction of, or pleading guilty or nolo contendre to any misdemeanor involving moral turpitude or any felony, the underlying events of which related to Participant’s employment with Company; (ii) knowingly engaged or aided in any act or transaction by Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against Company or any Subsidiary; or (iii) misconduct during the course of Participant’s employment by Company or any Subsidiary that results in an accounting restatement by Company due to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by Company or any Subsidiary.

(d) Reversion of Forfeited Shares to Plan . Any Restricted Shares that are forfeited shall be cancelled and revert to the Plan and shall again be available for Awards under the Plan.

4. Restrictive Legend . Until Forfeiture Restrictions lapse, all book entry accounts (or if applicable, certificates) representing the Restricted Shares shall bear the following legend in addition to all other legends applicable to shares of Company’s common stock:

The shares represented by this Advice [or Certificate, if applicable] are subject to forfeiture to and recoupment by Autobytel Inc. and may not be sold or otherwise transferred except pursuant to the provisions of the 2014 Equity Incentive Plan Restricted Stock Award Agreement by and between Autobytel Inc. and William Ferriolo dated as of April 23, 2015.

As Forfeiture Restrictions lapse and Participant has made arrangements satisfactory to Company to satisfy applicable tax-withholding obligations, Company shall cause the foregoing restrictive legend to be removed with respect to Restricted Shares that are no longer subject to the Forefeiture Restrictions. Notwithstanding the foregoing, Participant agrees that Company may impose, and Participant agrees to be bound by, Company policies and procedures with respect to the ownership, timing and manner of resales of shares of Company's securities, including without limitation, (i) restrictions on insider trading; (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by officers, directors and affiliates of Company following a public offering of Company's securities; (iii) stock ownership or holding requirements applicable to officers and/or directors of Company; and (iv) the required use of a specified brokerage firm for such resales.

5. Section 83(b) Election Notice . If Participant elects under Internal Revenue Code Section 83(b) to be taxed immediately on the Restricted Shares rather than as the Forfeiture Restrictions lapse, Participant must notify Company of the election within ten (10) days of filing that election with the Internal Revenue Service.

6. Miscellaneous .

(a) Nontransferability of Restricted Shares . The Restricted Shares shall be nontransferable or assignable except to the extent expressly provided in the Plan. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

-2-

(b) Severability . If any provision of this Agreement shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction, such provision shall (i) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (ii) not affect any other provision of this Agreement or part thereof, each of which shall remain in full force and effect.

(c) Governing Law, Jurisdiction and Venue . This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware other than its conflict of laws principles. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in the state or federal courts located in New Castle County, Delaware, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

(d) Headings . The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(e) Notices . All notices required or permitted under this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by registered or certified mail, postage prepaid. Notice by mail shall be deemed delivered on the date on which it is postmarked.

Notices to Company should be addressed to:

Autobytel Inc.

18872 MacArthur Blvd., Suite 200

Irvine, CA 92612-1400

Attention: General Counsel

Notice to Participant should be addressed to Participant at Participant’s address as it appears on Company’s records.

Company or Participant may by writing to the other party designate a different address for notices. If the receiving party consents in advance, notice may be transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties. Such notices shall be deemed delivered when received.

(f) Agreement Not an Employment Contract . This Agreement is not an employment or service contract, and nothing in this Agreement or in the granting of the Restricted Shares shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue as an employee of Company or any Subsidiary or on the part of Company or any Subsidiary to continue Participant’s employment or service as an Employee.

(g) Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement but all of which, taken together, shall constitute one and the same Agreement binding on the parties hereto. The signature of any party hereto to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof.

(h) Administration . The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee (including determinations as to the calculation, satisfaction or achievement of performance-based vesting requirements, if any, to which the Restricted Shares are subject) shall be final and binding upon Participant, Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

(i) Entire Agreement; Modification . This Agreement and the Plan contain the entire agreement between the parties with respect to the subject matter contained herein and may not be modified except as provided in the Plan or in a written document signed by each of the parties hereto and may be rescinded only by a written agreement signed by both parties.

Remainder of Page Intentionally Left Blank; Signature Page Follows

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Award Date.

	Award Date:	April 23, 2015
	Number of Restricted Shares:	25,000

“Company”	Autobytel Inc., a Delaware corporation

	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary


“Participant”		/s/ William Ferriolo
		William Ferriolo

Exhibit 10.4

AUTOBYTEL INC. 2014 EQUITY INCENTIVE PLAN

Restricted Stock Award Agreement

This Agreement and the shares of restricted stock granted hereby are subject to the provisions of the Autobytel Inc. 2014 Equity Incentive Plan (“ Plan ”). In the event of a conflict between the provisions of the Plan and this Agreement, the Plan shall control. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Plan. For purposes of this Agreement, the terms “ Cause ” and “ Good Reason ” shall have the meanings ascribed to them in that certain Severance Benefits Agreement dated September 17, 2010, as amended by Amendment No. 1 dated November 30, 2012, by and between the Company and Participant (“ Severance Agreement ”).

2. Forfeiture Restrictions Lapse Schedule . All Restricted Shares awarded pursuant to this Agreement are subject to forfeiture back to the Company and cancellation upon the earlier of (such earliest date being referred to herein as the “ Termination Date ”) (i) termination or other cessation of Participant’s employment with Company for any reason (including by reason of Participant’s death or disability, and whether termination is by Company or Participant); (ii) March 31, 2018; (iii) the occurrence of any other event of forfeiture as provided in Section 3 (the foregoing events of forfeiture being referred to herein as the “ Forfeiture Restrictions ”), subject to the Forfeiture Restrictions lapsing as follows and subject to the acceleration of the lapsing of the Forfeiture Restrictions as provided in Section 3):

(i) The Forfeiture Restrictions with respect to fifty percent (50%) of the Restricted Shares shall lapse if any time prior to the Termination Date the weighted average closing price of the Company’s common stock on The Nasdaq Capital Market (or if not then traded on the such market or exchange, the principal market or exchange on which Company’s common stock is then traded) for the preceding thirty (30) trading days is at or above Thirty Dollars ($30.00) per share (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of Company’s common stock occurring after the Award Date) (such per share price, as adjusted (if applicable) being referred to herein as the “ First Tier Price ” and the Restricted Shares subject to this clause (i) being referred to herein as the “ First Tier Restricted Shares ”).

(ii) The Forfeiture Restrictions with respect to all Restricted Shares that remain subject to Forfeiture Restrictions shall lapse if any time prior to the Termination Date the weighted average closing price of Company’s common stock on The Nasdaq Capital Market (or if not then traded on the such market or exchange, the principal market or exchange on which Company’s common stock is then traded) for the preceding thirty (30) trading days is at or above Forty-Five Dollars ($45.00) per share (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of Company’s common stock occurring after the Award Date) (such per share price, as adjusted (if applicable) being referred to herein as the “ Second Tier Price ” and the Restricted Shares subject to this clause (ii) being referred to herein as the “ Second Tier Restricted Shares ”).

3. Effect of Certain Events on Forfeiture Restrictions .

(a) Termination of Employment By Company Without Cause Or By Participant With Good Reason . In the event Participant’s employment with Company is terminated by Company without Cause or by Participant for Good Reason, the Forfeiture Restrictions on the First Tier Restricted Shares or Second Tier Restricted Shares, as applicable, that shall not have lapsed prior to such termination of employment shall lapse if the conditions to lapsing set forth in clause (i) or (ii) of Section 2, as applicable, are satisfied at any time on or before ninety (90) days after the date of termination of employment.

(b) Change in Control . In the event of a Change in Control, the effect of the Change in Control on the Restricted Shares shall be determined by the applicable provisions of the Plan (including, without limitation, Article 11 of the Plan), provided that to the extent the Restricted Shares are assumed or substituted by the successor company in connection with the Change in Control (or the Restricted Shares are continued by Company if it is the ultimate parent entity after the Change in Control), the Forfeiture Restrictions shall lapse in accordance with clause (i) of Section 11.2(a) of the Plan if within twenty-four (24) months following the date of the Change in Control Participant’s employment is terminated by Company or a Subsidiary (or the successor company or a subsidiary or parent thereof) without Cause or by Participant for Good Reason. The Restricted Shares shall not be deemed assumed or substituted by a successor company (or continued by Company if it is the ultimate parent entity after the Change in Control) for purposes of Section 11.2(a) of the Plan if the Restricted Shares are not assumed, substituted or continued with equity securities of the successor company or Company, as applicable, that are publicly-traded and listed on an exchange in the United States and that have voting, dividend and other rights, preferences and privileges substantially equivalent to the Restricted Shares. If the Restricted Shares are not deemed assumed, substituted or continued for purposes of Section 11.2(a) of the Plan, the Restricted Shares shall be deemed not assumed, substituted or continued and shall be governed by Section 11.2(b) of the Plan. Notwithstanding the foregoing provisions of this Section 3(b), if the Change in Control is a Business Combination and the per share consideration payable or to be delivered by the acquiring person or entity with respect to Company’s outstanding shares of common stock in connection with the Change in Control transaction (i) is not at least equal to the First Tier Price, then all Restricted Shares shall be forfeited and cancelled effective as of the closing of the Change in Control transaction; (ii) is equal to or greater than the First Tier Price, but not at least equal to the Second Tier Price, then the Forfeiture Restrictions with respect to the First Tier Restricted Shares shall lapse as of the closing of the Change in Control transaction, and the balance of the Restricted Shares shall be forfeited and cancelled effective as of the closing of the Change in Control transaction; and (iii) is at least equal to the Second Tier Price, then the Forfeiture Restrictions with respect to all Restricted Shares that remain subject to the Forfeiture Restrictions as of the closing of the Change in Control transaction shall lapse as of the closing of the Change in Control transaction.

(c) Forfeiture upon Engaging in Detrimental Activities . If, at any time while any Restricted Shares remain subject to the Forfeiture Restrictions or within the twelve (12) months after (i) the Forfeiture Restrictions lapse as to any Restricted Shares; or (ii) the effective date of any termination of Participant’s employment by Company or by Participant for any reason, Participant engages in, or is determined by the Committee in its sole discretion to have engaged in, any (i) material breach of any non-competition, non-solicitation, non-disclosure or settlement or release covenant or agreement with Company or any Subsidiary; (ii) activities during the course of Participant’s employment with Company or any Subsidiary constituting fraud, embezzlement, theft or dishonesty; or (iii) activity that is otherwise in conflict with, or adverse or detrimental to the interests of Company or any Subsidiary, then (x) Restricted Shares still subject to Forfeiture Restrictions shall be forfeited effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement; (y) Restricted Shares for which the Forfeiture Restrictions have lapsed but that are still in the possession of or control of Participant shall be forfeited and returned to Company effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement; and (z) the amount of any proceeds realized by Participant from any sale or other transfer of Restricted Shares as to which the Forfeiture Restrictions had lapsed shall be forfeited by Participant and shall be paid by Participant to Company, and recoverable by Company, within sixty (60) days following such termination date of the Restricted Shares. For purposes of the foregoing, the following will be deemed to be activities in conflict with or adverse or detrimental to the interests of Company or any Subsidiary: (i) Participant’s conviction of, or pleading guilty or nolo contendre to any misdemeanor involving moral turpitude or any felony, the underlying events of which related to Participant’s employment with Company; (ii) knowingly engaged or aided in any act or transaction by Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against Company or any Subsidiary; or (iii) misconduct during the course of Participant’s employment by Company or any Subsidiary that results in an accounting restatement by Company due to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s employment by Company or any Subsidiary.

(d) Reversion of Forfeited Shares to Plan . Any Restricted Shares that are forfeited shall be cancelled and revert to the Plan and shall again be available for Awards under the Plan.

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As Forfeiture Restrictions lapse and Participant has made arrangements satisfactory to Company to satisfy applicable tax-withholding obligations, Company shall cause the foregoing restrictive legend to be removed with respect to Restricted Shares that are no longer subject to the Forfeiture Restrictions. Notwithstanding the foregoing, Participant agrees that Company may impose, and Participant agrees to be bound by, Company policies and procedures with respect to the ownership, timing and manner of resales of shares of Company's securities, including without limitation, (i) restrictions on insider trading; (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by officers, directors and affiliates of Company following a public offering of Company's securities; (iii) stock ownership or holding requirements applicable to officers and/or directors of Company; and (iv) the required use of a specified brokerage firm for such resales.

6. Miscellaneous .

(d) Headings . The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Notices to Company should be addressed to:

Autobytel Inc.

18872 MacArthur Blvd., Suite 200

Irvine, CA 92612-1400

Attention: General Counsel

Notice to Participant should be addressed to Participant at Participant’s address as it appears on Company’s records.

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(j) Entire Agreement; Modification . This Agreement and the Plan contain the entire agreement between the parties with respect to the subject matter contained herein and may not be modified except as provided in the Plan or in a written document signed by each of the parties hereto and may be rescinded only by a written agreement signed by both parties.

Remainder of Page Intentionally Left Blank; Signature Page Follows

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Award Date.

	Award Date:	April 23, 2015
	Number of Restricted Shares:	100,000

“Company”	Autobytel Inc., a Delaware corporation

	By:	/s/ Glenn E. Fuller
		Glenn E. Fuller, Executive Vice President, Chief Legal and Administrative Officer and Secretary

“Participant”		/s/ William Ferriolo
		William Ferriolo

Exhibit 10.5

Glenn E. Fuller

Executive Vice President, Chief Legal and

Administrative Officer and Secretary

Direct Line: 949.862.1392

Facsimile: 949.797.0484

glennf@autobytel.com

April 23, 2015

William Ferriolo

[Personal Information Redacted]

Re : Amended and Restated Employment Agreement

Dear William:

This agreement confirms, updates and restates the terms and conditions upon which you are employed by Autobytel Inc., a Delaware corporation (“ Company ”), as of April 23, 2015 (“ Amendment Effective Date ”).

1. Employment .

(a) As of the Amendment Effective Date you are employed as the Company’s Executive Vice President, Consumer Acquisitions. In such capacity, you will report to the Company’s President and Chief Executive Officer or such other senior executive officer as designated by the Company from time to time.

(b) This agreement shall govern your employment for the period commencing as of the Amendment Effective Date and continuing until March 31, 2018. Notwithstanding the foregoing governing period, your employment is at will and not for a specified term and may be terminated by the Company or you at any time, with or without cause or good reason and with or without prior, advance notice. This “at-will” employment status will remain in effect throughout the term of your employment by the Company and cannot be modified except by a written amendment to this offer letter that is executed by both parties (which in the case of the Company, must be executed by the Company’s Chief Legal Officer) and that expressly negates the “at-will” employment status.

(c) Upon any termination of your employment by either party, whether with or without cause or good reason, you will be entitled to receive only such severance benefits, if any, as are set forth in that certain Severance Benefits Agreement dated as of September 17, 2010 between you and the Company, as amended by that certain Amendment No. 1 to Severance Benefits Agreement dated as of November 30, 2012 (the original Severance Benefits Agreement, as amended, is referred to herein as the “ Severance Benefits Agreement ”), as the Severance Benefits Agreement may be further amended, modified or terminated by agreement of the parties. Receipt of any such severance benefits is subject to your compliance with the terms and conditions of the Severance Benefits Agreement. You agree to assist and cooperate (including, but not limited to, providing information to the Company and/or testifying in a proceeding) in the investigation and handling of any internal investigation, legislative matter, or actual or threatened court action, arbitration, administrative proceeding, or other claim involving any matter that arose during the period of your employment. You shall be reimbursed for reasonable expenses actually incurred in the course of rendering such assistance and cooperation. Your agreement to assist and cooperate shall not affect in any way the content of information or testimony provided by you.

(d) You will be governed by and will comply with by Company policies and procedures, as such policies and procedures may exist from time to time, generally applicable to all Company employees, including the Company’s Employee Handbook, Securities Trading Policy, Code of Conduct and Ethics for Employees, Officer and Directors, and Sexual Harassment Policy, copies of which you acknowledge have been provided to you.

2. Compensation, Benefits and Expenses .

(a) As compensation for the services to be rendered by you pursuant to this agreement, the Company hereby agrees to pay you based at a Semi-Monthly Rate equal to Thirteen Thousand Eight Hundred Seventy-Five Dollars and Zero Cents ($13,875.00). The Semi-Monthly Rate shall be paid in accordance with the normal payroll practices of the Company.

William Ferriolo

Amended and Restated Employment Agreement

Page 2

(b) You shall be entitled to participate in annual incentive compensation plans, if any, that may be adopted by the Company from time to time and that are afforded generally to persons employed by the Company at your position level (subject to the terms and conditions of any such annual incentive compensation plans). Should such an annual incentive bonus plan be adopted for any annual period, your target annual incentive compensation opportunity will be as established by the Company for each annual period, which may be up to 55% of your annualized rate (i.e., 24 X Semi-Monthly Rate) based on achievement of objectives specified by the Company each annual incentive compensation period (which may include Company-wide performance objectives, divisional or department performance objectives, individual performance objectives and/or subjective performance evaluations, allocated between and among such performance objectives and evaluations as the Company may determine in its sole discretion). Specific annual incentive compensation plan details, target incentive compensation opportunity and objectives for each annual compensation plan period will be set forth in written documents provided to you by the Company. Awards under annual incentive plans may be prorated for a variety of factors, including time employed by the Company during the year, adjustments in base compensation or target award percentage changes during the year, and unpaid leaves. You understand that the Company’s annual incentive compensation plans, their structure and components, specific target incentive compensation opportunities and objectives, and the achievement of objectives and payouts, if any, thereunder are subject to the sole discretion of the Company’s Board of Directors, or a committee thereof.

(c) You shall be entitled to participate in such ordinary and customary benefits plans afforded generally to persons employed by the Company at your level (subject to the terms and conditions of such benefit plans, your making of any required employee contributions required for your participation in such benefits, your ability to qualify for and satisfy the requirements of such benefits plans).

(d) You are solely responsible for the payment of any tax liability that may result from any compensation, payments or benefits that you receive from the Company. The Company shall have the right to deduct or withhold from the compensation due to you hereunder any and all sums required by applicable federal, state, local or other laws, rules or regulations, including, without limitation federal and state income taxes, social security or FICA taxes, and state unemployment taxes, now applicable or that may be enacted and become applicable during your employment by the Company.

3. Other Employment Documents . You acknowledge and agree that you continue to be subject to and bound by the terms and conditions of the following agreements: (i) Employee Confidentiality and Non-Compete Agreement dated as of September 17, 2010; and (ii) Mutual Agreement to Arbitrate dated as of September 17, 2010.

4. Prior Employment Requirements or Obligations . The Company requires that you comply with all terms and conditions of any employment or other agreements or legal obligations or requirements you may have with or owe to your current or former employers. In particular, the Company requires that you comply with the terms and conditions of any confidentiality or non-disclosure agreements, policies or other obligations You may owe your former employers, and Employee shall not disclose to the Company or provide the Company with copies of any confidential or proprietary information or trade secrets of any former employer. The Company expects that you will comply with any notification requirements relating to the termination of your employment with your current employer and will adjust the anticipated Commencement Date accordingly to accommodate any required notice period. By execution below, you represent and warrant to Company that your employment with the Company will not violate the terms and conditions of any agreement entered into by you prior to your employment with Company.

5. Amendments and Waivers . This agreement may be amended, modified, superseded, or cancelled, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any party of any right hereunder, nor any single or partial exercise of any rights hereunder, preclude any other or further exercise thereof or the exercise of any other right hereunder.

6. Notices . Any notice required or permitted under this agreement will be considered to be effective in the case of (i) certified mail, when sent postage prepaid and addressed to the party for whom it is intended at its address of record, three (3) days after deposit in the mail; (ii) by courier or messenger service, upon receipt by recipient as indicated on the courier's receipt; or (iii) upon receipt of an Electronic Transmission by the party that is the intended recipient of the Electronic Transmission. The record addresses, facsimile numbers of record, and electronic mail addresses of record for you are set forth on the signature page to this agreement and for the Company as set forth in the letterhead above and may be changed from time to time by notice from the changing party to the other party pursuant to the provisions of this Section 6. For purposes of this Section 6, " Electronic Transmission ” means a communication (i) delivered by facsimile, telecommunication or electronic mail when directed to the facsimile number of record or electronic mail address of record, respectively, which the intended recipient has provided to the other party for sending notices pursuant to this Agreement and (ii) that creates a record of delivery and receipt that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

William Ferriolo

Amended and Restated Employment Agreement

Page 3

7. Choice of Law . This agreement, its construction and the determination of any rights, duties or remedies of the parties arising out of or relating to this agreement will be governed by, enforced under and construed in accordance with the laws of the State of Florida, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of such state.

8. Severability . Each term, covenant, condition, or provision of this agreement will be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision will be deemed to be invalid or unenforceable, the arbitrator or court finding such invalidity or unenforceability will modify or reform this agreement to give as much effect as possible to the terms and provisions of this agreement. Any term or provision which cannot be so modified or reformed will be deleted and the remaining terms and provisions will continue in full force and effect.

9. Interpretation . Every provision of this agreement is the result of full negotiations between the parties, both of whom have either been represented by counsel throughout or otherwise been given an opportunity to seek the aid of counsel. No provision of this agreement shall be construed in favor of or against any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof. Captions and headings of sections contained in this agreement are for convenience only and shall not control the meaning, effect, or construction of this agreement. Time periods used in this Agreement shall mean calendar periods unless otherwise expressly indicated.

10. Entire Agreement . This agreement, together with the Company policies and procedures referenced above in Section 1(d) and the agreements referenced above in Sections 1(c) and 3, is intended to be the final, complete and exclusive agreement between the parties relating to your employment by the Company and all prior or contemporaneous understandings, representations and statements, oral or written, are merged herein. No modification, waiver, amendment, discharge or change of this agreement shall be valid unless the same is in writing and signed by the party against which the enforcement thereof is or may be sought.

11. Counterparts; Facsimile or PDF Signature . This agreement may be executed in counterparts, each of which will be deemed an original hereof and all of which together will constitute one and the same instrument. This agreement maybe executed by facsimile or PDF signature by either party and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

This offer shall expire seven (7) calendar days from the date of this offer letter. Should you wish to accept this offer and its terms and conditions, please confirm your understanding of, agreement to, and acceptance of the foregoing by signing and returning to the undersigned the duplicate copy of this offer letter enclosed herewith.

Autobytel Inc., a Delaware corporation

By: /s/ Glenn E. Fuller

Glenn E. Fuller

EVP, Chief Legal and Administrative

Officer and Secretary

Accepted and Agreed

as of the date

first written above:

/s/ William Ferriolo

William Ferriolo

[Personal Information Redacted]