AUTOBYTEL INC (Form: 8-K, Received: 01/27/2016 16:59:51)

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) January 21, 2016

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:

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

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

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

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

Item 5.02

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

Jeffrey H. Coats

On January 21, 2016, the Compensation Committee of the Board of Directors (“C ompensation Committee ”) of Autobytel Inc., a Delaware corporation (“ Autobytel ” or “ Company ”), recommended to the Company’s Board of Directors (“ Board ”), and the Board approved (with Mr. Coats not participating the vote), amendments to the Second Amended and Restated Employment Agreement dated as of April 3, 2014 (“ Coats Employment Agreement ”) with Mr. Jeffrey H. Coats, the Company’s Chief Executive Officer and President.

The amendments to the Coats Employment Agreement provide for: (i) an increase of $55,000 in Mr. Coats’ base annual salary from $495,000 to $550,000; and (ii) an increase in Mr. Coats’ annual incentive bonus opportunity target from 85% to 100% of his base annual salary.

Mr. Coats was also granted stock options (“ Service-Based Vesting Options ”) to purchase 150,000 shares of Autobytel common stock, $0.0001 par value (“ Common Stock ”), at an exercise price of $17.09 per share. The Service-Based Vesting Options will become vested and exercisable in accordance with the following vesting schedule: (i) thirty-three and one-third percent (33 1/3%) will vest and become exercisable on the first anniversary after the January 21, 2016 grant date (“ Grant Date ”); and (ii) one thirty-sixth (1/36th) will vest and become exercisable on each successive monthly anniversary thereafter for the following twenty-four (24) months ending on the third anniversary of the Grant Date. The Service-Based Vesting Options expire on the seventh anniversary of the Grant Date. Vesting of the Service-Based Vesting Options will be accelerated upon the occurrence of: (i) a termination of Mr. Coats’ employment with the Company by the Company without cause or by Mr. Coats for good reason; (ii) upon Mr. Coats’ death or disability; or (iii) upon a change in control of the Company coupled with a termination of Mr. Coats’ employment with the Company by the Company without cause or by Mr. Coats for good reason or if the acquirer does not assume, retain or exchange the options as provided in the applicable plan pursuant to which the stock options were granted or the applicable stock option award agreement.

In addition, Mr. Coats was granted stock options (“ Stock Price-Based Vesting Options ”) to purchase 100,000 shares of Common Stock at an exercise price of $17.09. The Stock Price-Based Vesting Options will become vested and exercisable in accordance with the following vesting schedule: (i) thirty-three and one-third percent (33 1/3%) will vest and become exercisable on the first annivesary after the Grant Date; and (ii) one thirty-sixth (1/36th) will vest and become exercisable on each successive monthly anniversary thereafter for the following twenty-four (24) months ending on the third anniversary of the Grant Date; provided, however , that in addition to the vesting time schedule, the Stock Price-Based Vesting Options will be subject to the satisfaction of the following additional vesting conditions: (i) with respect to the first one-third (1/3) of the Stock Price-Based Vesting Options, if at any time after the Grant Date and prior to the expiration date of the Stock Price-Based Vesting Options the weighted average closing price of the Common Stock on The Nasdaq Capital Market for the preceding thirty (30) trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the Common Stock occurring after the issuance date) (“ Weighted Average Closing Price ”) is at or above Thirty Dollars ($30.00); (ii) with respect to the second one-third (1/3) of the Stock Price-Based Vesting Options, if at any time after the Grant Date and prior to the expiration date the Weighted Average Closing Price is at or above Thirty-Seven Dollars and Fifty Cents ($37.50); and (iii) with respect to the last one-third (1/3) of the Stock Price-Based Vesting Options, if at any time after the Grant Date and prior to the expiration date the Weighted Average Closing Price is at or above Forty-Five Dollars ($45.00). The Stock Price-Based Vesting Options expire on the seventh anniversary of the Grant Date. Vesting of the Stock Price-Based Vesting Options will be accelerated upon the occurrence of: (i) a termination of Mr. Coats’ employment with the Company by the Company without cause or by Mr. Coats for good reason; (ii) upon Mr. Coats’ death or disability; or (iii) upon a change in control of the Company coupled with a termination of Mr. Coats’ employment with the Company by the Company without cause or by Mr. Coats for good reason or if the acquirer does not assume, retain or exchange the options as provided in the applicable plan pursuant to which the stock options were granted or the applicable stock option award agreement.

The Service-Based Vesting Options and the Stock Price-Based Vesting Options (collectively, the “ Coats Stock Options ”) were granted under the Company’s 2014 Equity Incentive Plan (“ 2014 Plan ”). As of the Grant Date, the 2014 Plan did not have sufficient shares available for granting under the plan to cover the grant of the Coats Stock Options. As a result, the grant of the Coats Stock Options was made contingent upon the approval by the Company’s stockholders at the Company’s 2016 annual meeting of stockholders (“ Annual Meeting ”) of an amendment to the 2014 Plan to increase the number of shares available for granting under the Plan in at least a sufficient number to cover the grant of the Coats Stock Options. In the event the stockholders do not approve the foregoing amendment to the 2014 Plan at the Annual Meeting, the Coats Stock Options shall be void and cancelled as of the date of the Annual Meeting.

The foregoing descriptions of the amendment to the Coats Employment Agreement, the Service-Based Vesting Options and the Stock Price-Based Vesting Options are not complete and are qualified in their entirety by reference to the amendment to the Coats Employment Agreement, the Employee Stock Option Award Agreement dated as of January 21, 2016 between Autobytel Inc. and Jeffrey H. Coats and the Employee Stock Option Award Agreement dated as of January 21, 2016 between Autobytel Inc. and Jeffrey H. Coats, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

William Ferriolo

On January 21, 2016, the Compensation Committee approved amendments to the Amended and Restated Letter Agreement dated as of March 31, 2013 (“ Ferriolo Employment Agreement ”) with Mr. William Ferriolo, the Company’s Executive Vice President, Chief Business Officer. The amendments to the Ferriolo Employment Agreement provide for: (i) an increase of $33,300 in Mr. Ferriolo’s base annual salary from $333,000 to $366,300; and (ii) an increase in Mr. Ferriolo’s annual incentive bonus opportunity target from 55% to 65% of his base annual salary.

The foregoing description of the amendments to the Ferriolo Employment Agreement is not complete and is qualified in its entirety by reference to the Amendment to the Ferriolo Employment Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

10.1

Amendment No. 1 to Second Amended and Restated Employment Agreement dated as of January 21, 2016, between Autobytel Inc. and Jeffrey H. Coats

10.2

Employee Stock Option Award Agreement dated January 21, 2016 between Autobytel Inc. and Jeffrey H. Coats

10.3

Employee Stock Option Award Agreement dated January 21, 2016 between Autobytel Inc. and Jeffrey H. Coats

10.4

Amendment No. 1 to Amended and Restated Letter Agreement dated January 22, 2016, between Autobytel Inc. and William Ferriolo

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: January 27, 2016

	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		Amendment No. 1 to Second Amended and Restated Employment Agreement dated January 21, 2016, between Autobytel Inc. and Jeffrey H. Coats

10.2		Employee Stock Option Award Agreement dated January 21, 2016 between Autobytel Inc. and Jeffrey H. Coats

10.3		Employee Stock Option Award Agreement dated January 21, 2016 between Autobytel Inc. and Jeffrey H. Coats

10.4		Amendment No. 1 to Amended and Restated Letter Agreement dated January 22, 2016, between Autobytel Inc. and William Ferriolo

Exhibit 10.1

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment No. 1 to Second Amended and Restated Employment Agreement (“ Amendment ”) is made and entered effective as of January 21, 2016, by and between Autobytel Inc., a Delaware corporation (“ Company ”), and Jeffrey H. Coats (“ Employee ”).

Background

The Company and the Employee have entered into that certain Second Amended and Restated Employment Agreement dated as of April 3, 2014 (“ Employment Agreement ”). The parties desire to amend the Employment Agreement as set forth in this Amendment.

In consideration of the mutual covenants and agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:

ARTICLE 1

Amendments to Employment Agreement

1.1 Payment of Base Annual Salary . Section 4(a) of the Employment Agreement is hereby amended in its entirety to read as follows:

(a) As compensation for the services to be rendered by Employee pursuant to this Agreement, the Company hereby agrees to pay Employee a base annual salary (“ Base Annual Salary ”) at a rate equal to Five Hundred Fifty Thousand Dollars ($550,000) during the Term. Employee’s Base Annual Salary shall be reviewed by the Board (or the Compensation Committee thereof) at least annually and may be increased by an amount approved by the Board (or the Compensation Committee thereof) in its sole discretion, and Employee agrees that the Company has not made any promises or guaranty of any increase in Base Annual Salary during the Term. The Company may not reduce Employee’s Base Annual Salary during the Term without Employee’s prior written consent. The Base Annual Salary shall be paid in substantially equal bimonthly installments, in accordance with the normal payroll practices of the Company. While employed by the Company, the Employee will not receive any compensation for Employee’s service as a member of the Company’s Board or any of its committees.

1.2 Payment of Annual Incentive Compensation . Section 4(c) of the Employment Agreement is hereby amended in its entirety to read as follows:

(c) For each calendar year beginning with 2014 and ending before this Agreement expires or terminates, Employee shall be eligible to receive, at the time and in the form provided for in the Company’s annual incentive compensation plan, an annual incentive bonus opportunity targeted at one hundred percent (100%) of Employee’s Base Annual Salary based upon annual performance goals and the achievement of those goals, as established and determined at least annually (and consistently with the Company’s most recent proxy statement disclosure of the standards for providing cash-based incentive compensation) by the Board or the Compensation Committee of the Board. Such performance goals may include Company-wide performance objectives, divisional or departmental performance objectives, and/or individual performance objectives, as the Board or the Compensation Committee may determine in its discretion.

1.3 Changes Apply Retroactively . The compensation changes set forth in Sections 1.1. and 1.2 above shall be applied and shall be effective retroactively as of January 1, 2016.

ARTICLE 2

General Provisions

2.1 C apitalized Terms . All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meaning assigned to them in the Employment Agreement.

2.2 Continuing Effectiveness . Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect and neither party by virtue of entering into this Amendment is waiving any rights it has under the Employment Agreement, and once this Amendment is executed by the parties hereto, all references in the Employment Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Employment Agreement as modified by this Amendment.

2.3 Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.

[ Remainder of Page Intentionally Left Blank; Signature Page Follows ]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

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

	Employee
	By: /s/ Jeffrey H. Coats
	Jeffrey H. Coats

Exhibit 10.2

AUTOBYTEL INC. 2014 EQUITY INCENTIVE PLAN

Employee Stock Option Award Agreement

(Non-Qualified Stock Option)

Contingent Grant

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

Background

This Agreement and the stock options 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.

1. Grant of Options . Company hereby grants to Participant non-qualified stock options (“ Options ”) to purchase the number of shares of common stock of Company, par value $0.001 per share, set forth on the signature page to this Agreement (“ Shares ”), at the exercise price per Share set forth on the signature page to this Agreement (“ Exercise Price ”). The Options are not intended to qualify as incentive stock options under Section 422 of the Code.

2. Term of Options . Unless the Options terminate earlier pursuant to the provisions of this Agreement or the Plan, the Options shall expire on the seventh (7 th ) anniversary of the Grant Date (“ Option Expiration Date ”).

4. Exercise of Options .

(a) Manner of Exercise . To the extent vested, the Options may be exercised, in whole or in part, by delivering written notice to Company in accordance with Section 9(f) in such form as Company may require from time to time, or at the direction of Company, through the procedures established with Company’s third party option administration service. Such notice shall specify the number of Shares subject to the Options as to which the Options are being exercised and shall be accompanied by full payment of the Exercise Price of such Shares in a manner permitted under the terms of Section 5.5 of the Plan (including same-day sales through a broker), except that payment in whole or in part in a manner set forth in clauses (ii), (iii) or (iv) of Section 5.5(b) of the Plan may only be made with the consent of the Committee. The Options may be exercised only in multiples of whole Shares, and no fractional Shares shall be issued.

(b) Issuance of Shares . Upon exercise of the Options and payment of the Exercise Price for the Shares as to which the Options are exercised and satisfaction of all applicable tax withholding requirements, Company shall issue to Participant the applicable number of Shares in the form of fully paid and nonassessable Shares.

(c) Withholding . No Shares will be issued on exercise of the Options unless and until Participant pays to Company, or makes satisfactory arrangements with Company for payment of, any federal, state, local or foreign taxes required by law to be withheld in respect of the exercise of the Options. Participant hereby agrees that Company may withhold from Participant’s wages or other remuneration the applicable taxes. At the discretion of Company, the applicable taxes may be withheld in kind from the Shares otherwise deliverable to Participant on exercise of the Options, up to Participant’s minimum required withholding rate or such other rate determined by the Committee that will not trigger a negative accounting impact.

5. Termination of Options .

(a) Termination Upon Expiration of Option Term . The Options shall terminate and expire in their entirety on the Option Expiration Date. In no event may Participant exercise the Options after the Option Expiration Date, even if the application of another provision of this Section 5 may result in an extension of the exercise period for the Options beyond the Option Expiration Date.

(b) Termination of Employment .

(i) Termination of Employment Other Than Due to Death, Disability or Cause .

(1) Participant may exercise the vested portion of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’s employment with Company, either by Participant or Company, other than in the event of a termination of Participant’s employment by Company for Cause, voluntary termination by Participant without Good Reason or by reason of Participant’s death or Disability. In the event the termination of Participant’s employment is by Company without Cause or by Participant for Good Reason, any unvested portion of the Options shall become immediately and fully vested as of the date of such termination.

(2) In the event of a voluntary termination of employment with the Company by Participant without Good Reason, (i) unvested Options as of the date of termination shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; and (ii) Participant may exercise any portion of the Options that are vested as of the date of termination for a period of one (1) year (but in no event later than the Option Expiration Date) following the date of termination. In addition, if Participant was a member of the Company’s board of directors at the time of voluntary termination by the Participant without Good Reason and Participant continues to serve as a member of the Company’s board of directors after the termination of employment, then (i) the foregoing one-year post-termination of employment exercise period shall not commence until Participant ceases to serve as a member of the Company’s board of directors, provided that in no event may any such extension extend beyond the Option Expiration Date; and (ii) unvested Options at the time of termination of employment shall continue to vest in accordance with the vesting schedule set forth in Section 3 during the time that Participant continues to serve as a member of the Company’s board of directors.

(3) For purposes of this Agreement, the terms “ Cause ” and “ Good Reason ” shall have the meanings ascribed to them in the severance agreement identified on the signature page to this Agreement (“ Severance Agreement ”). To the extent Participant is not entitled to exercise the Options at the date of termination of employment, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of employment exercises of the Options, the Options shall terminate.

(ii) Termination of Employment for Cause . Upon the termination of Participant’s employment by Company for Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that Company, in its discretion, may, by written notice to Participant given as of the date of termination, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s termination of employment for Cause, provided that in no event may Participant exercise the Options beyond the Option Expiration Date.

(iii) Termination of Participant’s Employment By Reason of Participant’s Death . In the event Participant’s employment is terminated by reason of Participant’s death, unless the Options have earlier terminated, any unvested portion of the Options shall become immediately and fully vested as of the date of termination. Vested Options may be exercised at any time within twelve (12) months following the date of termination (but in no event later than the Option Expiration Date) by Participant’s executor or personal representative or the person to whom the Options shall have been transferred by will or the laws of descent and distribution, but only to the extent Participant could exercise the Options at the date of termination.

(iv) Termination of Participant’s Employment By Reason of Participant’s Disability . In the event that Participant ceases to be an Employee by reason of Participant’s Disability, unless the Options have earlier terminated, any unvested portion of the Options shall become immediately and fully vested as of the date of termination. Participant (or Participant’s attorney-in-fact, conservator or other representative on behalf of Participant) may, but only within twelve (12) months from the date of such termination of employment (and in no event later than the Option Expiration Date), exercise the Options to the extent Participant was otherwise entitled to exercise the Options at the date of such termination of employment. 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.

-2-

(c) Change in Control . In the event of a Change in Control, the effect of the Change in Control on the Options shall be determined by the applicable provisions of the Plan (including, without limitation, Article 11 of the Plan), provided that (i) to the extent the Options are assumed or substituted by the successor company in connection with the Change in Control (or the Options are continued by Company if it is the ultimate parent entity after the Change in Control), the Options will vest and become fully exercisable 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 with Good Reason, and any vested Options (either vested prior to the Change in Control or accelerated by reason of this Section 5(c)) may be exercised for a period of twenty-four (24) months after the date of such termination of employment (but in no event later than the Option Expiration Date; and (ii) any portion of the Options which vests and becomes exercisable pursuant to Section 11.2(b) of the Plan as a result of such Change in Control will (1) vest and become exercisable on the day prior to the date of the Change in Control if Participant is then employed by Company or a Subsidiary and (2) terminate on the date of the Change in Control. For purposes of Section 11(a) of the Plan, the Options 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) if the Options 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 Shares. If the Options are not deemed assumed, substituted or continued for purposes of Section 11.2(a) of the Plan, the Options shall be deemed not assumed, substituted or continued and governed by Section 11.2(b) of the Plan. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price per Share, then the Options shall terminate as of the date of the Change in Control except as otherwise determined by the Committee.

(d) Extension of Exercise Period . Notwithstanding any provisions of this Section 5 to the contrary, if exercise of the Options following termination of employment or service during the time period set forth in the applicable paragraph or sale during such period of the Shares acquired on exercise would violate any of the provisions of the federal securities laws (or any Company policy related thereto), the time period to exercise the Options shall be extended until the later of (i) forty-five (45) days after the date that the exercise of the Options or sale of the Shares acquired on exercise would not be a violation of the federal securities laws (or a related Company policy), or (ii) the end of the applicable time period based on the applicable reason for the termination of employment as set forth in this Section 5; provided, however , that in no event shall the exercisability of the Options be extended beyond the Option Expiration Date.

(e) Other Governing Agreements or Plans . To the extent not prohibited by the Plan, the provisions of this Section 5 regarding the acceleration of vesting of Options and the extension of the exercise period for Options following a Change in Control or a termination of Participant’s employment with Company shall be superseded and governed by the provisions, if any, of a written employment or severance agreement between Participant and Company or a severance plan of Company covering Participant, including a change in control severance agreement or plan, to the extent such a provision (i) is specifically applicable to option awards or grants made to Participant and (ii) provides for the acceleration of Options vesting or for a longer extension period for the exercise of the Options in the case of a Change in Control or a particular event of termination of Participant’s employment with Company (e.g., an event of termination governed by Section 5(b)(i)) than is provided in the provision of this Section 5 applicable to a Change in Control or to the same event of employment termination; provided, however , that in no event shall the exercisability of the Options be extended beyond the Option Expiration Date.

(f) Forfeiture upon Engaging in Detrimental Activities . If, at any time within the twelve (12) months after (i) Participant exercises any portion of the Options; 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) the Options shall terminate 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 (y) the amount of any gain realized by Participant from exercising all or a portion of the Options at any time following the date that Participant engaged in any such activity or conduct, as determined as of the time of exercise, 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.

(g) Reservation of Committee Discretion to Accelerate Option Vesting and Extend Option Exercise Window . The Committee reserves the right, in its sole and absolute discretion, to accelerate the vesting of the Options and to extend the exercise window for Options that have vested (either in accordance with the terms of this Agreement or by discretionary acceleration by the Committee) under circumstances not otherwise covered by the foregoing provisions of this Section 5; provided that in no event may the Committee extend the exercise window for Options beyond the Option Expiration Date. The Committee is under no obligation to exercise any such discretion and may or may not exercise such discretion on a case-by-case basis.

(h) Reversion of Expired, Cancelled and Forfeited Options to Plan . Any Options that do not vest or that are cancelled, terminated or expire unexercised are forfeited and revert to the Plan and shall again be available for Awards under the Plan.

-3-

6. Miscellaneous .

(a) No Rights of Stockholder . Participant shall not have any of the rights of a stockholder with respect to the Shares subject to this Agreement until such Shares have been issued upon the due exercise of the Options.

(b) Nontransferability of Options . The Options shall be nontransferable or assignable except to the extent expressly provided in the Plan. Notwithstanding the foregoing, Participant may by delivering written notice to Company in a form provided by or otherwise satisfactory to Company, designate a third party who, in the event of Participant’s death, shall thereafter be entitled to exercise the Options. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(c) 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.

(d) 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.

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

(f) 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.

(g) 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 Options 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.

(h) 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.

(i) 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 Options 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.

(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.

7. Contingent Grant of Options . The parties acknowledge that as of the Grant Date the Plan does not have sufficient shares available for grant to cover the grant of options made by this Agreement. As a result, the grant of options covered by this Agreement are made contingent upon the approval by the Company’s stockholders at the Company’s 2016 annual meeting of stockholders (“ Annual Meeting ”) of an amendment to the Plan approved by the Board of Directors to increase the number of shares available for granting under the Plan in at least a sufficient number to cover the grant of Options covered by this Agreement. In the event the stockholders do not approve the foregoing amendment to the Plan at the Annual Meeting, the Options covered by this Agreement shall be void and cancelled as of the date of the Annual Meeting.

Remainder of Page Intentionally Left Blank; Signature Page Follows

-4-

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

Grant Date: January 21, 2016

Total Options Awarded: 150,000 (Granted Contingently Per Section 7 of this Agreement)

Exercise Price Per Share: $17.09

Severance Agreement: Second Amended and Restated Employment Agreement dated as of April 3, 2014, as amended from time to time, by and between Company and Participant

“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/ Jeffrey H. Coats
		Jeffrey H. Coats

-5-

Exhibit 10.3

AUTOBYTEL INC. 2014 EQUITY INCENTIVE PLAN

Employee Stock Option Award Agreement

(Non-Qualified Stock Option)

Contingent Grant

Background

3. Vesting . The Options shall become vested and exercisable in accordance with the following vesting schedule: (i) thirty-three and one-third percent (33 1/3%) shall vest and become exercisable on the first anniversary after the Grant Date; and (ii) one thirty-sixth (1/36th) shall vest and become exercisable on each successive monthly anniversary thereafter for the following twenty-four (24) months ending on the third anniversary of such vesting commencement date; provided, however, that in addition to the foregoing time-based vesting schedule, vesting of the Options shall be subject to the satisfaction of the following additional performance-based vesting conditions (“ Secondary Vesting Conditions ”): (i) with respect to the first one-third (1/3) of the Options, if at any time after the Grant Date and prior to the Option Expiration Date the weighted average closing price of the Company’s Common Stock on The Nasdaq Capital Market (or if not then traded on such market or exchange, the principal market or exchange on which the Company’s Common Stock is then traded) for the preceding thirty (30) trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of Company’s Common Stock occurring after the Grant Date) (“the Weighted Average Closing Price ”) is at or above Thirty Dollars ($30.00); (ii) with respect to the second one-third (1/3) of the Options, if at any time after the Grant Date and prior to the Option Expiration Date the Weighted Average Closing Price is at or above Thirty-Seven Dollars and Fifty Cents ($37.50); and (iii) with respect to the last one-third (1/3) of the Options, if at any time after the Grant Date and prior to the Expiration Date the Weighted Average Closing Price is at or above Forty-Five Dollars ($45.00). Once a Secondary Vesting Condition has been satisfied, that Secondary Vesting Condition shall remain satisfied for the purposes of this Section 3 even if the Weighted Average Closing Price falls below the applicable required Weighted Average Closing Price for that Secondary Vesting Condition after the applicable Secondary Vesting Condition has first been satisfied. No installments of the Options shall vest after Participant’s termination of employment for any reason.

4. Exercise of Options .

5. Termination of Options .

(b) Termination of Employment .

(i) Termination of Employment Other Than Due to Death, Disability or Cause .

(2) In the event of a voluntary termination of employment with the Company by Participant without Good Reason, (i) unvested Options as of the date of termination shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; and (ii) Participant may exercise any portion of the Options that are vested as of the date of termination for a period of twelve (12) months (but in no event later than the Option Expiration Date) following the date of termination. In addition, if Participant was a member of the Company’s board of directors at the time of voluntary termination by the Participant without Good Reason and Participant continues to serve as a member of the Company’s board of directors after the termination of employment, then (i) the foregoing one-year post-termination of employment exercise period shall not commence until Participant ceases to serve as a member of the Company’s board of directors, provided that in no event may any such extension extend beyond the Option Expiration Date; and (ii) unvested Options at the time of termination of employment shall continue to vest in accordance with the vesting schedule set forth in Section 3 during the time that Participant continues to serve as a member of the Company’s board of directors.

-2-

-3-

6. Miscellaneous .

(e) 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.

Remainder of Page Intentionally Left Blank; Signature Page Follows

-4-

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

Grant Date: January 21, 2016

Total Options Awarded: 100,000 (Granted Contingently Per Section 7 of this Agreement)

Exercise Price Per Share: $17.09

Severance Agreement: Second Amended and Restated Employment Agreement dated as of April 3, 2014, as amended from time to time, by and between Company and Participant

“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/ Jeffrey H. Coats
		Jeffrey H. Coats

-5-

Exhibit 10.4

Autobytel Inc.

Human Resources Department

18872 MacArthur Blvd, Suite 200

Irvine, CA 92612-1400

Voice: (949) 225-4572

DATE: January 22, 2016

TO: William Ferriolo

FROM: Glenn Fuller – EVP, Chief Legal and Administrative Officer and Secretary

CC: Jeff Coats - President & CEO

RE: Compensation Adjustment

It is a pleasure to inform you of your compensation adjustment. Following is a summary of your new employment compensation.

Position: EVP, Chief Business Officer

Semi-monthly Rate: $15,262.50 ($366,300 Approximate Annually)

Effective Date: January 1, 2016

A nnual Incentive

Opportunity:

You shall be eligible 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 employment level and position, geographic location and applicable department or operations within the Company (subject to the terms and conditions of any such annual incentive compensation plans). Should such an annual incentive compensation plan be adopted for any annual period, your target annual incentive compensation opportunity will be as established by the Company in its sole discretion for each annual period, which may be up to 65% your annualized rate (i.e., 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, department or operations performance objectives and/or individual performance objectives, allocated between and among such performance objectives as the Company may determine) and subject to adjustment by the Company based on the Company’s evaluation and review of your overall individual job performance in the sole discretion of the Company. Specific annual incentive compensation plan details, target incentive compensation opportunity and objectives for each annual compensation plan period will be established each year. Awards under annual incentive plans may be prorated by the Company in its discretion 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 time off. You understand that the Company’s annual incentive compensation plans, their structure and components, specific target incentive compensation opportunities and objectives, the achievement of objectives and the determination of actual awards and payouts, if any, thereunder are subject to the sole discretion of the Company. Awards, if any, under any annual incentive compensation plan shall only be earned by you, an payable to you, if you remain actively employed by the Company through the date on which award payouts are made by the Company under the applicable annual incentive compensation plan. You will not earn any such award if your employment ends for any reason prior to that date.

Your compensation adjustment is conditioned upon your acceptance of the foregoing modifications to the terms and conditions of your employment with Autobytel Inc. If you accept these modifications to the terms of your employment, please acknowledge your acceptance in the space provided below.

As a reminder, 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 promotion 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.

Please feel free to call if you have any questions.

Autobytel Inc.

By: /s/ Glenn Fuller

Glenn Fuller

EVP, Chief Legal and Administrative Officer and Secretary

Accepted and Agreed:

/s/ William Ferriolo

William Ferriolo