Ex 10-12





 











  Exhibit
10.12



 



AUTOWEB, INC.



AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

 



Non-Employee Director Stock Option Award Agreement



(Non-Qualified Stock Option)

 


This
Non-Employee Director 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
AutoWeb, Inc., a Delaware corporation (“Company”), and the member of
Company’s Board set forth as Participant on the signature
page hereto (“Participant”).

 


This
Agreement and the stock options granted hereby are subject to the
provisions of the AutoWeb, Inc. Amended and Restated 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 (7th) anniversary of the
Grant Date (“Option
Expiration Date”).

 

3. Vesting. The Options shall vest
in twelve monthly installments of one-twelfth (1/12) each on the
[XX] day of each
month commencing [XXX].

 

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 6(f) of this Agreement 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 that 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, if
any, the Company shall issue to Participant the applicable number
of Shares in the form of fully paid and nonassessable
Shares.


 




	


 



 

	
 

	

 



 







 

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(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 Service as a Director.

 


(i)           Termination
of Service as a Director Other Than Due to Death, Disability or
Cause. 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 service as a Director of Company (including
termination of service by reason of Participant’s
resignation, failure to be re-elected or failure to be nominated
for re-election), other than in the event of a termination of
Participant’s service as a Director due to Removal for Cause
(as defined below) or by reason of Participant’s death or
Disability (as defined below). To the extent Participant is not
entitled to exercise the Options at the date of termination of
service as a Director, or if Participant does not exercise the
Options within the time specified in the Plan or this Agreement for
post-termination of service exercises of the Options, the Options
shall terminate.

 


(ii)           Termination
of Service Due to Removal for Cause. Upon the termination of
Participant’s service as a Director due to Removal 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 Removal for Cause, authorize
Participant to exercise any vested portion of the Options for a
period of up to thirty (30) days following Participant’s
termination of service due to Removal for Cause, provided that in
no event may Participant exercise the Options after the Option
Expiration Date. For purposes of this Agreement,
“Removal for
Cause” shall mean a removal of Participant as a member
of the Board by Company’s stockholders pursuant to applicable
corporate laws governing the removal of Directors.




 

(iii)           Termination
of Participant’s Service as a Director By Reason of
Participant’s Death. In the event Participant’s
service as a Director 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.


 




 

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(iv)           Termination
of Participant’s Service as a Director By Reason of
Participant’s Disability. In the event that
Participant ceases to be a Director 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
service as a Director (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 service. 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)           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 service as a Director of the Company is
terminated for any reason other than by reason of removal for
Cause, 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 service (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 a member of the Company’s Board and
(2) terminate on the date of the Change in Control. For purposes of
Section 11.2 (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 Post-Termination Exercise Period.  Notwithstanding any provisions of this
Section 5 to the contrary, if following termination of service on
the Board, the exercise of the Options or, if in conjunction with
the exercise of the Options, the sale of the Shares acquired on
exercise of the Options during the post-termination of service time
period set forth in the paragraph of this Section 5
applicable to the reason for termination of service would, in the
determination of the Company, violate any applicable federal
or state securities laws, rules, regulations or orders (or any
Company policy related thereto, including its securities
trading policy), the running of the applicable period to exercise
the Options shall be tolled for the number of days during the
period that the exercise of the Options or sale of the Shares
acquired on exercise would in the Company's determination
constitute such a violation; provided, however, that in no event
shall the exercisability of the Options be extended beyond the
Option Expiration Date.


 




 

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(e)           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 service as a Director of Company
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, or (ii) activities during the course of
Participant’s service as a Director 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 contendere to any misdemeanor involving
moral turpitude or any felony, the underlying events of which
related to Participant’s service as a Director of 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 service as a Director of 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 service as a Director of
Company or any Subsidiary.

 


(f)           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.


 




 

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(g)           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.

 




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:

 


AutoWeb,
Inc.


18872
MacArthur Blvd., Suite 200


Irvine,
CA 92612-1400


Attention: Chief
Legal Officer

 


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.


 




 

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(g)           Agreement
Not a Service 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 a Director or on Company’s part to continue
Participant’s service as a Director.

 


(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)           Policies
and Procedures. 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.

 


(k)           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 Grant Date.

 


Grant
Date:                                                                


Total
Options
Awarded:                                                                


Exercise Price Per
Share:                                                               




 

“Company”  AutoWeb,
Inc., a Delaware corporation


 


 


 


 


 



By:                                                                





Glenn E.
Fuller


Executive Vice
President, Chief Legal


and
Administrative Officer and Secretary


 


 


 


“Participant”


 


 


 


 



By:                                                                






[Printed Name of
Participant]




 

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