Exhibit 10.31





 










 
Exhibit
10.31

 






AUTOWEB, INC.

 



Inducement Stock Option Award Agreement


 (Non-Qualified
Stock Options)

 


 



THESE OPTIONS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE STATE
SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS THEN IN EFFECT, OR
SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE
SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE EXEMPTIONS FROM
SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE UNCERTAINTY OR
GOOD FAITH DISAGREEMENT BETWEEN THE COMPANY AND PARTICIPANT AS TO
THE AVAILABILITY OF SUCH EXEMPTIONS, THEN PARTICIPANT SHALL BE
REQUIRED TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL
(SKILLED
IN SECURITIES MATTERS, SELECTED BY PARTICIPANT AND REASONABLY
SATISFACTORY TO THE COMPANY) IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES
LAWS.

 


This
Inducement 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 person set
forth as Participant on the signature page hereto
(“Participant”).

 


Participant has not
previously been an employee or director of the Company. The Company
has determined to offer employment to Participant, and as an
inducement material to Participant’s decision to accept such
employment offer, the Company determined to grant Participant the
Options (as defined herein) under the terms and conditions set
forth herein.

 


This
Agreement and the stock options granted hereby have not been
granted pursuant to The AutoWeb, Inc. 2018 Equity Incentive Plan
(“Plan”), but
certain capitalized terms identified herein and not defined herein
shall have the same meanings as defined in the Plan.

 

1. Grant of
Options. The Company hereby grants to Participant
non-qualified stock options (“Options”) to purchase the number
of shares of common stock of the 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 (as such term
is defined in the Plan).

 

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

 

3. Vesting. The
Options shall become vested and exercisable in accordance with the
vesting schedule set forth on the signature page to this Agreement
(“Vesting
Schedule”). No installments of the Options shall vest
after Participant’s termination of employment for any
reason.


 




	
 

	
 

	

 











 

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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 the
Company in accordance with Section 7(f) of this Agreement in such
form as the Company may require from time to time, or at the
direction of the Company, through the procedures established with
the 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 (as if these Options had been
granted under 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
(as if these Options had been granted under the Plan), may only be
made with the consent of the Committee (as such term is defined in
the Plan). 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,
the 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 the Company or makes satisfactory
arrangements with the 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 may remit withholding
payment following Option exercise through the use of broker
assisted Option exercise. Participant hereby agrees that the
Company may withhold from Participant’s wages or other
remuneration the applicable taxes. At the discretion of the
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.

 

(d)           

Compliance with
Securities Trading Policy. Shares issued upon exercise of the
Options may only be sold, pledged or otherwise transferred in
compliance with the Company’s securities trading policies
generally applicable to officers, directors or employees of the
Company as long as Participant is subject to such securities
trading policy.

 


(e)           Limitation
on Number of Resales or Transfers of Shares. The number of
Shares that may be resold or transferred to the public or through
any public securities trading market at any time may not exceed (i)
for any one sale or transfer order, twenty-five percent (25%) of
the Average Daily Volume; and (ii) for all sales or transfer volume
in any calendar week, twenty-five percent (25%) of the Weekly
Volume. For purposes of this Section 4(e), (i) “Average Daily Volume” will be
determined once at the beginning of each calendar quarter for
application during such quarter based on an averaging of the daily
volume of sales of Company Common Stock as reported by The NASDAQ
Capital Market (provided that if the Company’s Common Stock
is not then listed on The NASDAQ Capital Market, as reported by
such trading market on which the Common Stock is traded) for each
trading day over the 90-trading day period preceding such
determination; and (ii) “Average Weekly Volume” is
calculated by multiplying the Average Daily Volume by the number of
trading days in the calendar week preceding the proposed sale or
transfer of Shares.


 




	
 

	
	

 











 

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5. Option
Termination and Other Provisions.

 


(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
ninety (90) days (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 (as defined below), voluntary termination by Participant
without Good Reason (as defined below) or by reason of
Participant’s death or Disability (as defined below). 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 ninety
(90) days (but in no event later than the Option Expiration Date)
following the date of termination.

 


(3)           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.

 


(4)           For
purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings ascribed
to them in that certain Severance Benefits Agreement listed on the
signature page to this Agreement by and between Company and
Participant (“Severance
Agreement”).

 


(ii)           Termination
of Employment for Cause. Upon the termination of
Participant’s employment by the Company for Cause, unless the
Options have been 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 the 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, the Options, to
the extent vested as of the date of termination, 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 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 been earlier terminated, 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
(but 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.

 


(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 10 of the Plan) (as if the Options had been granted under
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 10.2(a) of the Plan (as if the Options had
been granted under 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 for 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 10.2(b) of the Plan (as if the Options had been granted
under 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 the Company or
a Subsidiary and (2) terminate on the date of the Change in
Control. For purposes of Section 10.2(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 10.2(a) of the Plan, the
Options shall be deemed not assumed, substituted or continued and
governed by Section 10.2(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 following termination of employment
or service 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)           Adjustments.
The number of Options may be subject to adjustment as provided in
Section 11.2 of the Plan (as if the Options had been granted under
the Plan).

 


(f)           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)) to this
Agreement 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.

 


(g)           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 the 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 the Company or any Subsidiary; (ii) activities
during the course of Participant’s employment with the
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 the 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 the Company, and recoverable by the 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 the 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 the Company; (ii) knowingly
engaged or aided in any act or transaction by the Company or a
Subsidiary that results in the imposition of criminal, civil or
administrative penalties against the Company or any Subsidiary; or
(iii) misconduct during the course of Participant’s
employment by the Company or any Subsidiary that results in an
accounting restatement by the 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 the Company or any
Subsidiary.

 


(h)           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
period 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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6.


Non-Registered Option and Shares.





 


(a)           Participant
hereby acknowledges that the Options and any Shares that may be
acquired upon exercise of the Options pursuant hereto are, as of
the date hereof, not registered: (i) under the Securities Act, on
the ground that the issuance of the Options and the underlying
shares is exempt from registration under Section 4(2) of the
Securities Act as not involving any public offering or, with
respect to Options, because the grant of the Options alone may not
constitute an offer or sale of a security under the Securities Act
until such time as the Options are exercised or exercisable or (ii)
under any applicable state securities law because the grant of the
Options does not involve any public offering or is otherwise exempt
under applicable state securities laws, and (iii) that the
Company’s reliance on the Section 4(2) exemption of the
Securities Act and under applicable state securities laws is
predicated in part on the representations hereby made to the
Company by Participant. Participant represents and warrants that
Participant is acquiring the Options and will acquire the Shares
for investment for Participant’s own account, with no present
intention of reselling or otherwise distributing the
same.

 


(b)           If,
at the time of issuance of shares upon exercise of the Options, no
registration statement is in effect with respect to such shares
under applicable provisions of the Securities Act and other
applicable securities laws, Participant hereby agrees that
Participant will not sell, transfer, offer, pledge or hypothecate
all or any part of the shares unless and until Participant shall
first have given notice to the Company describing such sale,
transfer, offer, pledge or hypothecation and there shall be
available exemptions from such registration requirements that
exist. Should there be any reasonable uncertainty or good faith
disagreement between the Company and Participant as to the
availability of such exemptions, then Participant shall be required
to deliver to the Company (1) an opinion of counsel (skilled in
securities matters, selected by Participant and reasonably
satisfactory to the Company) in form and substance satisfactory to
the Company to the effect that such offer, sale, transfer, pledge
or hypothecation is in compliance with an available exemption under
the Securities Act and other applicable securities laws, or (2) an
interpretative letter from the Securities and Exchange Commission
to the effect that no enforcement action will be recommended if the
proposed offer, sale, transfer, pledge or hypothecation is made
without registration under the Securities Act. The Company may at
its election require that Participant provide the Company with
written reconfirmation of Participant’s investment intent as
set forth in Section 6(a) with respect to the shares. The shares
issued upon exercise of the Options shall bear a legend reading
substantially as follows:

 


“THESE SHARES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (“SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER
APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITY IS
THEN IN EFFECT, OR SUCH REGISTRATION UNDER THE SECURITIES ACT AND
OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED DUE TO AVAILABLE
EXEMPTIONS FROM SUCH REGISTRATION. SHOULD THERE BE ANY REASONABLE
UNCERTAINTY OR GOOD FAITH DISAGREEMENT BETWEEN THE COMPANY AND
PARTICIPANT AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN
PARTICIPANT SHALL BE REQUIRED TO DELIVER TO THE COMPANY AN OPINION
OF COUNSEL (SKILLED IN SECURITIES MATTERS, SELECTED BY PARTICIPANT
AND REASONABLY SATISFACTORY TO THE COMPANY) IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH AN AVAILABLE
EXEMPTION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES
LAWS.”


 




	
 

	
	

 











 

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(c)           The
exercise of the Option and the issuance of the Shares upon such
exercise shall be subject to compliance by the Company and
Participant with all applicable requirements of law, rules,
regulations or orders relating thereto and with all applicable
rules and regulations of any stock exchange or securities trading
market on which the Shares may be listed for trading at the end of
such exercise and issuance.

 


(d)           The
inability of the Company to obtain approval from any regulatory
body having authority deemed by the Company to be necessary to the
lawful issuance and sale of any Shares pursuant to the Options
shall relieve the Company of any liability with respect to the
nonissuance or sale of the Shares as to which such approval shall
not have been obtained. However, the Company shall use its best
efforts to obtain all such applicable approvals.


 




7.

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 (as
if the Options had been granted under the Plan). Notwithstanding
the foregoing, Participant may by delivering written notice to the
Company in a form provided by or otherwise satisfactory to the
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 the Company should be addressed to:

 


AutoWeb,
Inc.


18872
MacArthur Blvd., Suite 200


Irvine,
CA 92612-1400


Attention: Chief
Legal Officer


 




	
 

	
	

 











 

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Notices to Participant should be
addressed to Participant at Participant’s address as it
appears on the Company’s records.

 


The
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 the Company or any Subsidiary or on the part of
the 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 this Agreement and
to adopt such rules for the administration, interpretation and
application of this Agreement as are consistent with this Agreement
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, the 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
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 the Company following a
public offering of the 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 contains the entire
agreement between the parties with respect to the subject matter
contained herein and may not be modified except as provided herein
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: 


	
December 17,
2018


	
 Total Options
Awarded: 


	
100,000 


	
 Exercise Price Per
Share:     


	
$2.30



	
 Severance Benefits
Agreement:

	
Severance Benefits Agreement
dated



	
 

	
December 17,
2018



	
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.




	
 

	
 


	
 “Company”    



	
AutoWeb, Inc., a
Delaware corporation


	
 

	
By:
/s/
Glenn E. Fuller


	
 

	
Glenn E.
Fuller


	
 

	
EVP, Chief Legal
and Administrative



	
 

	
Officer and
Secretary


	
 

	
 


	
 “Participant”


	

/s/ Timothy
Branham


	
 

	
Timothy L.
Branham







 


 

  




 


 


 


 


 


 


 




	
 

	
	

 











 

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