SEC Connect





 






Exhibit
10.51


 


	


	
 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
24, 2013


 


John
Skocilic



[Personal
Residence Address Redacted]

 



Re: Amended and Restated Employment Agreement


 


 


Dear
John:


 


This
agreement confirms, updates and restates the terms and conditions
upon which you are employed by Autobytel Inc., a Delaware
corporation (“Company”), as of May 1, 2013
(“Amendment Effective
Date”).

 


1.           Employment.

 


(a)           As
of the Amendment Effective Date you are employed as the
Company’s Senior Vice President, Technology. 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)           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
Amended and Restated Severance Benefits Agreement dated as of May
1, 2013 between you and the Company (“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.

 


 

 


 




 

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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 at a Semi-Monthly Rate equal to Eight Thousand Five Hundred
Forty-one Dollars and Sixty-seven Cents ($8,541.67). The
Semi-Monthly Rate shall be paid in accordance with the normal
payroll practices of the Company.

 


(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 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 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 Agreement
dated as of June 4, 1998; and (ii) Mutual Agreement to Arbitrate
dated as of July 30, 2010.


 


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 (which in the case of the Company, must be executed by the
Company’s Chief Legal Officer) 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.


 

 



 

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 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 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. Without limiting the generality
of the forgoing, this agreement supersedes in its entirety your
Employment Agreement dated as of June 4, 1998, as amended prior to
this agreement. 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.


 

 






 



 

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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 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.










 


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/ John Skocilic          
   




John
Skocilic


[Personal
Residence Address Redacted]

 


 




 

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Human
Resources Department


18872
MacArthur Blvd, Suite 200


Irvine,
CA 92612-1400


Voice:
(949) 225-4572









 


 


	
 DATE:



	
 January
22, 2016


	
 

	
 


	
 TO:



	
 John
J Skocilic


	
 

	
 


	
 FROM:

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


	
 

	
 


	
 CC:

	
 Matias
de Tezanos - EVP, Chief Strategy Officer


	
 

	
 


	
 RE:



	
 Promotion







 




 


It is a
pleasure to inform you of your promotion to EVP, Technology at
Autobytel Inc. In this position you will report to Matias de
Tezanos - EVP, Chief Strategy Officer. Following is a summary of
your adjustment in your compensation associated with your
promotion.

 





	
 New
Position:

	
EVP,
Technology


	
 Semi-monthly
Rate:     


	
$10,541.67
($253,000 Approximate Annually)


	
 Effective
Date: 


	
January 1,
2016


	
 Annual
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 60% 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
promotion 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.


 


 



 

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Please feel free to
call if you have any questions.

 



Autobytel Inc.


 


 


 


By:
/s/ Glenn E.
Fuller                                                            




Glenn
Fuller


EVP,
Chief Legal and Administrative Officer and Secretary


 


 


 


Accepted
and Agreed:


 


 



/s/ John J.
Skocilic                                                                




John J
Skocilic


 


 




 

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Human Resources
Department


18872 MacArthur
Blvd, Suite 200

Irvine, CA
92612-1400

Voice: (949)
225-4572






  



 January
31, 2017

 






	
 TO:



	
 John
J Skocilic


	
 

	
 


	
 FROM:

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


	
 

	
 


	
 RE:



	
 Promotion









 








It is a
pleasure to inform you of your promotion. Following is a summary of
your promotion.





	
New
Position:

	
EVP, Chief
Information Officer


	
 

New
Semi-monthly

Rate:


	
 

 

$12,125 ($291,000
Approximate Annually)


	
Effective
Date: 


	
January 1,
2017


	
New Annual
Incentive

	
 


	
Compensation:


	
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 for each annual
period, which may be up to 60% 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, 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
promotion 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.


 


 


Please
feel free to call if you have any questions.


 



Autobytel Inc.


 


	
By:

	
 




	
 







Glenn
Fuller


EVP,
Chief Legal and Administrative Officer and Secretary


 


 


Accepted
and Agreed:


 


 



/s/ John J.
Skocilic                                                               




John J.
Skocilic


 


 




 

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