auto_ex101






	













	Exhibit 10.1








 


  








	
 









 



AutoWeb, Inc.



400 North Ashley Dr., Suite 300



Tampa, FL 33602



Phone: (949) 225-4500



www.autoweb.com



	


Sara
Partin



SVP, Chief People Officer



Direct Line: 949.862.3069


sara.partin@autoweb.com

  









 




November
16, 2020


 


Michael
Sadowski


[PERSONAL
RESIDENCE ADDRESS REDACTED]


 


 


Re:
Offer of Employment


 


 


Dear
Michael:


 


This
letter confirms the terms and conditions upon which AutoWeb, Inc.,
a Delaware corporation (“Company”) is offering employment
to you. Note that this offer of employment and your employment by
the Company is contingent upon (i) approval of the terms of this
offer and your appointment as an officer of the Company by the
Company’s board of directors and (ii) various conditions and
requirements that must be completed prior to commencement of
employment, which conditions and requirements are set forth
below.


 


1.           Employment.


 


(a)           Effective
as of the date you commence employment with the Company
(“Commencement
Date”), which date is anticipated to be November 30,
2020,
the Company will employ you in the capacity set forth on the
Exhibit A attached hereto (“Offer Letter Schedule”). In such
capacity, you will report to such person or persons as may be
designated by the Company from time to time.


 



 







 






 


(b)           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.


 


2.           Compensation,
Benefits and Expenses. As compensation for the services to be
rendered by you pursuant to this agreement, you will receive the
payments and be entitled to participate in the benefits set forth
below, subject to the terms and conditions set forth below or in
such payment or benefit plans or arrangements. If at any time a
conflict between anything in this letter and the applicable benefit
plan arises, the terms of the benefit plan controls. Your
compensation and benefits shall be paid or made available in
accordance with the Company’s normal payroll and other
practices and policies of the Company.


 


(a)           The
Company hereby agrees to pay you a base salary as set forth on the
Offer Letter Schedule.


 


(b)           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 (i) 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); or (ii) that are developed and adopted
specifically for you. 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 for each annual period, which may be up to a percentage
set forth on the Offer Letter Schedule 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,
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, and
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.


 


(c)           You
shall be entitled to participate in such ordinary and customary
benefits plans afforded generally to persons employed by the
Company at your employment position and level and geographic
location (subject to the terms and conditions of such benefit
plans, your enrollment in the plans and 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). Upon commencement of employment with the
Company, you will begin accruing vacation under the Company’s
vacation accrual policy at the rate set forth on the Offer Letter
Schedule. Accrual of vacation is subject to a limitation on accrual
as set forth in the Company’s vacation accrual
policy.


 


(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.


 


(e)           Upon
termination of your employment by either party, whether with or
without cause, you will be entitled to receive only that portion of
your compensation, benefits, reimbursable expenses and other
payments and benefits required by applicable law or by the
Company’s compensation or benefit plans, policies or
agreements in which you participate and pursuant to which you are
entitled to receive the compensation or benefits thereunder under
the circumstances of and at the time of such termination (subject
to and payable in accordance with the terms and conditions of such
plans, policies or agreements).


 



 







 






 

 



3.           

Pre-Hire Conditions
and Requirements. You
have previously submitted an Application for Employment and a
Consent to Conduct a Background Check. This offer of employment and
your employment by the Company is contingent upon various
conditions and requirements for new hires that must be completed
prior to commencement of employment. These conditions and
requirements include, among other things, the
following:
















(i)

Successful
completion of the Company’s background check.






  








(ii)

Your acceptance,
execution and delivery of this offer letter together with the
Company’s Employee Confidentiality Agreement and Mutual
Agreement to Arbitrate, the forms of which accompany this offer
letter and which are hereby incorporated herein by reference.
Please sign this offer letter and these other documents and return
the signed original documents to the Company’s Human
Resources Department. 





  






(iii)

Your execution and
delivery of your acknowledgment and agreement to the
Company’s Employee Handbook
and the various policies included therein, Securities Trading
Policy, and Code of Conduct and Ethics. Upon your acceptance of
this offer letter, you will be provided instructions how to access
online, sign and return these documents.












(iv)

Your compliance
with all applicable federal and state laws, rules, regulation and
orders, including (1) your
execution and delivery of an I-9 Employment Eligibility
Verification together with complying verification documents; and
(2) your execution and delivery of a W-4 Employee’s
Withholding Allowance Certificate. Upon your acceptance of this
offer letter, you will be provided instructions how to access
online, sign and return these documents.










The
documents referenced in Sections 3(ii), (iii) and (iv) above are
referred to herein as the “Standard Employee
Documents.”


 





4.            

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.








 





5.            

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 5. For purposes of this Section 5, "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.





  





6.            

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 California,
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws of such state.








 





7.            

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.





  





8.            

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.






 



9.           

Entire
Agreement. This Agreement, together with the Standard
Employee Documents, is intended to be the final, complete and
exclusive agreement between the parties relating to the employment
of you 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.






 



10.         



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 may be 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 five (5) 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.


 


AUTOWEB,
INC.


 


 


 


 


By:
/s/ Sara
Partin                                                                


Sara
Partin


Senior
Vice President,


Chief
People Officer


Accepted
and Agreed


as of
the date


first
written above:


 


 


 



/s/ Michael Sadowski


Michael
Sadowski




[PERSONAL
RESIDENCE ADDRESS REDACTED]

  




 


 



 







 






 



Exhibit A



Offer Letter Schedule


 


 



Employment Capacity/Title: EVP, Chief Financial Officer


 



Employment Commencement Date: November 30, 2020


 



Base Salary: Semi-Monthly Rate of Thirteen Thousand Nine
Hundred Fifty-Eight Dollars and Thirty-Three Cents ($13, 958.33)
which equates to an annualized rate of approximately Three Hundred
Thirty-Five Thousand Dollars ($335,000).


 



Annual Incentive Compensation Target: 55%.


 



Stock Options: 120,000. Priced at closing price of common
stock on The Nasdaq Capital Market on employment commencement date.
Stock Options shall be granted as inducement options under
NASDAQ.


 



Vacation Accrual Rate: Vacation
accrues at a rate equal to 3 weeks (120 hours for full-time
employees) per year (5 hours per pay period).

 


 


 


	


    /s/
MS



Employee Initials



	
    /s/ SP

Company
Initials