lind_empagrmt.htm


    Exhibit
10.76


      Effective
as of February 1, 2010

      


      Stephen
Lind

      2012 La
Colina Dr.

      Santa
Ana, CA 92705

      


      


      Re: Offer
of Employment

      


      


      Dear
Stephen:

      


      This
letter confirms the terms and conditions upon which Autobytel 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 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 February 1, 2010, the Company will employ you as EVP,
Corporate Development. In such capacity, you will report to the Company’s CEO or
such other person 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.

       

      (c)           Upon
termination of your employment by either party, whether with or without cause or
good reason, 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).

       

      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 Ten
Thousand Six Hundred Twenty-five Dollars ($10,625).  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 bonus plan be adopted for any annual period,
your target annual incentive compensation opportunity will be as established by
the Company for each annual period, which may be up to 70% 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 and/or individual performance objectives, allocated between and among
such performance objectives as the Company may determine). 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 signed by the parties. 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 bonus 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)           Subject
to approval by the Company’s Board of Directors or a committee thereof, it is
anticipated that upon commencement of employment you will be granted options to
acquire shares of the Company’s common stock. The number of shares, exercise
price, vesting, exercise, termination and other terms and conditions of these
options shall be governed by and subject to the terms and conditions of the
applicable stock option plan and stock option award agreement. The granting and
exercise of such options are also subject to compliance with applicable federal
and state securities laws.

       

       (d)           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).

       

      (e)           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.           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
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 me.

       

      (iii)           Your
execution and delivery of your acknowledgment and agreement to the Company’s
Employee Handbook, Securities Trading Policy, Code of Conduct and Ethics for
Employees, Officer and Directors, and Sexual Harassment Policy. 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.           Prior
Employment Requirements or Obligations. The Company requires that you
comply with all terms and conditions of any employment or other agreements or
legal obligations or requirements you may have with or owe to your current or
former employers. In particular, the Company requires that you comply with the
terms and conditions of any confidentiality or non-disclosure agreements,
policies or other obligations You may owe your former employers, and Employee
shall not disclose to the Company or provide the Company with copies of any
confidential or proprietary information or trade secrets of any former employer.
The Company expects that you will comply with any notification requirements
relating to the termination of your employment with your current employer and
will adjust the anticipated Commencement Date accordingly to accommodate any
required notice period.

       

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

       

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

       

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

      


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

      


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

       

      10.           Entire
Agreement.  This Agreement, together with the 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.

       

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

      


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

      


      Autobytel
Inc., a Delaware corporation

       

      By:          /s/ Glenn E
Fuller

      Glenn E. Fuller

      
        	
                 
      

              	
                EVP,
      Chief Legal and Administrative Officer and
  Secretary

              


      

      Accepted
and Agreed

      as of the
date

      first
written above:

      


      


       /s/ Stephen Lind

       Stephen
Lind

        2012
La Colina Dr.

        Santa
Ana, CA 92705