Exhibit
10.77
  
  AUTOBYTEL
INC.
  SEVERANCE
BENEFITS AGREEMENT
  
  This
Severance Benefits Agreement (“Agreement”) entered into
effective as of February 1, 2010 (“Effective Date”) between
Autobytel Inc., a Delaware corporation (“Autobytel” or “Company”) and Stephen Lind
(“Employee”).
  Background
  Autobytel
has determined that it is in its best interests to provide Employee with
additional incentives and comfort regarding Employee’s position with the Company
to encourage Employee’s continued employment with, and dedication to the
business of, Autobytel.
  In
consideration of the foregoing and other good and valuable consideration,
receipt of which is hereby acknowledged, the Parties hereby agree as
follows.
  1.  Definitions.  For
purposes of this Agreement, the terms below that begin with initial capital
letters within this Agreement shall have the specially defined meanings set
forth below (unless the context clearly indicates a different
meaning).
  (a)  “409A Suspension
Period” shall have the meaning set forth in Section 3.
  (b)  “Arbitration
Agreement” means that certain Mutual Agreement to Arbitrate dated as of
February 1, 2010 by and between Autobytel and Employee.
  (c)  “Benefits” means all
Company medical, dental, vision, life and disability plans in which Employee
participates.
  (d)  “Cause” shall mean the
termination of the Employee’s employment by Company as a result of any one or
more of the following:
  (i)  any
conviction of, or pleading of nolo contendre by, the Employee for any
felony;
  (ii)  any
willful misconduct of the Employee which has a materially injurious effect on
the business or reputation of the Company;
  (iii)  the gross
dishonesty of the Employee in any way that adversely affects the Company;
or
  (iv)  a
material failure to consistently discharge Employee’s employment duties to the
Company which failure continues for thirty (30) days following written notice
from the Company detailing the area or areas of such failure, other than such
failure resulting from Employee’s Disability.
  For
purposes of this definition of Cause, no act or failure to act, on the part of
the Employee, shall be considered “willful” if it is done, or omitted to be
done, by the Employee in good faith or with reasonable belief that Employee’s
action or omission was in the best interest of the Company.  Employee
shall have the opportunity to cure any such acts or omissions (other than
clauses (i)  and (iii) above) within thirty (30) days of the
Employee’s receipt of a written notice from the Company finding that, in the
good faith opinion of the Company, the Employee is guilty of acts or omissions
constituting “Cause.”
  (e)  “Change of Control”
shall mean any of the following events:
  (i)         When
any “person” as defined in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d) and 14(d) thereof (including a “group” as defined in Section
13(d) of the Exchange Act, but excluding the Company, any Subsidiary or any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of such plan acting as trustee)), directly or indirectly,
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act,
as amended from time to time), of securities of the Company representing 50% or
more of the combined voting power of the Company’s then outstanding
securities.
 
 (ii)         When
the individuals who, as of the Date of Grant of this option award, constitute
the Board (“Incumbent
Board”), cease for any reason to constitute at least a majority of the
Board; provided however, that any individual becoming a director subsequent to
such date, whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall, for purposes of this section, be
counted as a member of the Incumbent Board in determining whether the Incumbent
Board constitutes a majority of the Board.
 
 (iii)         Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets
of another corporation (a “Business Combination”), in
each case, unless, following such Business Combination:
 
 (1)  all
or substantially all of the individuals and entities who were the beneficial
owners of the then outstanding shares of common stock of the Company and the
beneficial owners of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors immediately prior to such Business Combination beneficially own,
directly or indirectly, more than fifty percent (50%) of the then outstanding
shares of common stock and the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors,
respectively, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or indirectly or through one or more
subsidiaries); and
 
 (2)  no
person (excluding any employee benefit plan or related trust of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, fifty percent (50%) or more of the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of such corporation except to the
extent that such ownership existed prior to the Business
Combination.
 
 (iv)
Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
 
 (f)  “COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act, as amended, and the rules and
regulations promulgated thereunder.
  (g)  “Code” shall mean the
Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.
  (h)  “Company” means
Autobytel, and upon any assignment to and assumption of this Agreement by any
Successor Company, shall mean such Successor Company.
  (i)  “Disability” shall
mean the inability of the Employee to perform Employee’s duties to the Company
on account of physical or mental illness or incapacity for a period of
one-hundred twenty (120) consecutive calendar days, or for a period of one
hundred eighty (180) calendar days, whether or not consecutive, during any three
hundred sixty-five (365) day period.
  (j)  “Employee’s Position”
means Employee’s position as the Executive Vice President, Corporate Development
of the Company.
  (k)  “Employee’s Primary
Location” means Autobytel’s headquarters located at 18872 MacArthur
Boulevard, Suite 200, Irvine, California, 92612-1400.
  (l)  “Good Reason” means
any act, decision or omission by the Company that: (A) materially modifies,
reduces, changes, or restricts Employee’s salary as in existence as of the date
hereof or as of the date prior to any such change, whichever is more beneficial
for Employee at the time of the act, decision, or omission by the Company; (B)
materially modifies, reduces, changes, or restricts the Employee’s Benefits as a
whole as in existence as of the date hereof or as of the date prior to any such
change, whichever are more beneficial for Employee at the time of the act,
decision, or omission by the Company; (C) materially modifies, reduces, changes,
or restricts the Employee’s authority, duties, or responsibilities commensurate
with the Employee’s Position but excluding the effects of any reductions in
force other than the Employee’s own termination; (D) relocates the Employee
place of employment without Employee’s consent from Employee’s Primary Location
to any other location in excess of a forty (40) mile radius from the Employee’s
Primary Location or requires any such relocation as a condition to continued
employment by Company; (E) constitutes a failure or refusal by any Company
Successor to assume  this Agreement; or (F) involves or results in any
material failure by the Company to comply with any provision of this Agreement,
other than an isolated, insubstantial and inadvertent failure not occurring in
bad faith and which is remedied by the Company promptly after receipt of written
notice thereof given by the Employee.  Notwithstanding the foregoing,
no event shall constitute “Good Reason” unless (i) the Employee first provides
written notice to the Company within ninety (90) days of the event(s) alleged to
constitute good reason, with such notice specifying the grounds that are alleged
to constitute good reason, and (ii) the Company fails to cure such a material
breach to the reasonable satisfaction of the Employee within thirty (30) days
after Company’s receipt of such written notice.
  (m)  “Separation from
Service” or “Separates from
Service” shall mean Employee’s termination of employment, as determined
in accordance with Treas. Reg. § 1.409A-1(h).  Employee shall be
considered to have experienced a termination of employment when the facts and
circumstances indicate that Employee and the Company reasonably anticipate that
either (i) no further services will be performed for the Company after a certain
date, or (ii) that the level of bona fide services Employee will perform for the
Company after such date (whether as an employee or as an independent contractor)
will permanently decrease to no more than twenty percent (20%) of the average
level of bona fide services performed by Employee (whether as an employee or
independent contractor) over the immediately preceding thirty-six (36) month
period (or the full period of services to the Company if Employee has been
providing services to the Company for less than thirty six (36)
months).  If Employee is on military leave, sick leave, or other bona
fide leave of absence, the employment relationship between Employee and the
Company shall be treated as continuing intact, provided that the period of such
leave does not exceed six months, or if longer, so long as Employee retains a
right to reemployment with the Company under an applicable statute or by
contract.  If the period of a military leave, sick leave, or other
bona fide leave of absence exceeds six months and Employee does not retain a
right to reemployment under an applicable statute or by contract, the employment
relationship shall be considered to be terminated for purposes of this Agreement
as of the first day immediately following the end of such six-month
period.  In applying the provisions of this paragraph, a leave of
absence shall be considered a bona fide leave of absence only if there is a
reasonable expectation that Employee will return to perform services for the
Company.  For purposes of determining whether Employee has incurred a
Separation from Service, the Company shall include the Company and any entity
that would be considered a single employer with the Company under Code Section
414(b) or 414(c).
  (n)  “Severance Period”
shall equal one month per full month Employee is employed by the Company up to
six (6) months, at which time the Severance Period shall be twelve (12)
months.
  (o)  Successor Company”
means any successor to Autobytel or its assets by reason of any Change of
Control.
  (p)  “Termination Without
Cause” means termination of Employee’s employment with the Company (i) by
the Company (a) for any reason other than (1) death, (2) Disability or (3) those
reasons expressly set forth in the definition of “Cause”, (b) for no reason at
all, or (c) in connection with or as a result of a Change of Control; or (ii) by
Employee for Good Reason within ninety (90) days following the initial existence
of the event or events that constitute Good Reason; provided, however, that a
termination of Employee’s employment with the Company in connection with a
Change of Control shall not constitute a Termination Without Cause if Employee
is offered employment with the Successor Company under terms and conditions,
including position, salary and other compensation, and benefits, that would not
provide Employee the right to terminate Employee’s employment for Good
Reason.
  2.  Severance Benefits and
Conditions.
  (a)  In the
event of (i) Termination Without Cause by the Company, or (ii) the termination
of Employee’s employment with the Company by Employee for Good Reason within 30
days of the earlier of (i) the expiration of the Company’s 30-day right to cure
as set forth in the definition of Good Reason, or (ii) the Company’s notice to
Employee that it will not cure the event giving rise to such termination for
Good Reason, Employee shall receive upon such termination (A) a lump sum amount
equal to the number of months constituting the Severance Period at the time of
termination times the Employee’s monthly base salary (determined as the
Employee’s highest monthly base salary paid to Employee while employed by the
Company; base salary does not include any bonus or other incentive payments or
compensation); (B) subject to Section 2(b) below, continuation of all Benefits
for Employee and, if applicable, Employee’s eligible dependents during the
Severance Period at the time they would have been provided or paid had the
Employee remained an employee of Company during the Severance Period and at the
levels provided prior to the event giving rise to a termination; (C) any amounts
due and owing to Employee as of the termination date with respect to any base
salary, bonus or commissions; and (D) any other payments required by applicable
law (including payments with respect to accrued and unused vacation, personal,
sick and other days), subject, in each case, to withholding for applicable
taxes.
  (b)  (i) With
respect to Benefits that are eligible for continuation coverage under COBRA, in
the event the Company is unable to continue Employee’s and Employee’s eligible
dependents (assuming such dependents were covered by Autobytel at the time of
termination), participation under the Company’s then existing insurance policies
for such Benefits Employee may elect to obtain coverage for such Benefits either
by (1) electing COBRA continuation benefits for Employee and Employee’s eligible
dependents; (2) obtaining individual coverage for Employee and Employee’s
eligible dependents (if Employee and Employee’s eligible dependents qualify for
individual coverage); or (3) electing coverage as eligible dependents under
another person’s group coverage (if Employee and Employee’s eligible dependents
qualify for such dependent coverage), or any combination of the foregoing
alternatives. Employee may also initially elect COBRA continuation benefits and
later change to individual coverage or dependent coverage for Employee or any
eligible dependent of Employee, but Employee understands that if continuation of
Benefits under COBRA is not initially selected by Employee or is later
terminated by Employee, Employee will not be able to return to continuation
coverage under COBRA. The Company shall pay directly or reimburse to Employee
the monthly premiums for the benefits or coverage selected by Employee, with
such payment or reimbursement not to exceed the monthly premiums the Company
would pay assuming Employee elected continuation of benefits under
COBRA.  The Company’s obligation to pay or reimburse for the Benefits
covered by this Section 2(b)(i) shall terminate upon the earlier of (i) the end
of the Severance Period; and (ii) Employee’s employment by an employer that
provides Employee and Employee’s eligible dependents with group coverage
substantially similar to such Benefits as provided to Employee and Employee’s
eligible dependents at the time of the termination of Employee’s employment with
the Company, provided that Employee and Employee’s eligible dependents are
eligible for participation in such group coverage.
  (ii) With
respect to Benefits that are not eligible for continuation coverage under COBRA,
in the event the Company is unable to continue Employee’s participation under
the Company’s then existing insurance policies for such Benefits, Employee may
elect to obtain coverage for such Benefits either by (1) obtaining individual
coverage for Employee (if Employee qualifies for individual coverage); or (2)
electing coverage as an eligible dependent under another person’s group coverage
(if Employee qualifies for such dependent coverage), or any combination of the
foregoing alternatives. The Company shall pay directly or reimburse to Employee
the monthly premiums for the benefits or coverage selected by Employee, with
such payment or reimbursement not to exceed the monthly premiums the Company
paid for such Benefits at the time of termination of Employee’s employment with
the Company.  The Company’s obligation to pay or reimburse for the
Benefits covered by this Section 2(b)(ii) shall terminate upon the earlier of
(i) the end of the Severance Period; and (ii) Employee’s employment by an
employer that provides Employee with group coverage substantially similar to
such Benefits as provided to Employee at the time of the termination of
Employee’s employment with the Company, provided that Employee is eligible for
participation in such group coverage. Employee acknowledges and agrees that the
Company shall not be obligated to provide any Benefits covered by this Section
2(b)(ii) for Employee if Employee does not qualify for coverage under the
Company’s existing insurance policies for such Benefits, for individual
coverage, or for dependent coverage.
  (c)           In
addition to the payments and benefits set forth above, the Company shall make
available to Employee career transition services during the Severance Period at
Right Management or an equivalent provider selected by the Company.
 
 (d)           All
payments under this Section 2 that (i) arise as a result of a termination of
Employee’s employment shall be made to Employee concurrently with any
termination by the Company or within 2 business days of any termination by
Employee; and (ii) arise other than by reason of a termination of Employee’s
employment shall be made upon the occurrence of the applicable event giving rise
to the payment. In any case, all payments that have arisen shall be made no
later than two and one-half months after the end of the calendar year in which
Employee’s Separation from Service occurs.
  (e)           The
amounts and benefits required by Section 2(a) shall be provided only if the
Employee has executed and delivered to the Company (and not revoked) a release
in favor of the Company (which release shall be substantially in the form
attached as Exhibit A). Other than the payments and benefits provided for in
this Section 2, Employee shall not be entitled to any additional amounts from
the Company resulting from a termination of Employee’s employment with the
Company.
  3.  Taxes.  All
payments made pursuant to this Agreement will be subject to withholding of
applicable taxes. Notwithstanding the foregoing, and except as otherwise
specifically provided elsewhere in this Agreement, Employee is solely
responsible and liable for the satisfaction of any federal, state, province or
local taxes that may arise with respect to this Agreement (including any taxes
arising under Section 409A of the Code).  Neither the Company nor any
of its employees, Employees, directors, or service providers shall have any
obligation whatsoever to pay such taxes, to prevent Employee from incurring
them, or to mitigate or protect Employee from any such tax
liabilities.  Notwithstanding anything in this Agreement to the
contrary, if any amounts that become due under this Agreement on account of
Employee’s termination of employment constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code, payment of such
amounts shall not commence until Employee incurs a Separation from
Service.  If, at the time of Employee’s Separation from Service under
this Agreement, Employee is a “specified employee” (within the meaning of
Section 409A of the Code), any amounts that constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code that become payable
to Employee on account of Employee’s Separation from Service (including any
amounts payable pursuant to the preceding sentence) will not be paid until after
the end of the sixth calendar month beginning after Employee’s Separation from
Service (“409A Suspension
Period”).  Within 14 calendar days after the end of the 409A
Suspension Period, Employee shall be paid a lump sum payment in cash equal to
any payments delayed because of the preceding sentence.  Thereafter,
Employee shall receive any remaining benefits as if there had not been an
earlier delay.
  4.  Arbitration and Equitable
Relief.  Any controversy or claim arising out of, or related
to, this Agreement, or the breach thereof, shall be governed by the terms of the
Arbitration Agreement, which is incorporated herein by reference.
  5.  Entire
Agreement.  All oral or written agreements or representations
express or implied, with respect to the subject matter of this Agreement are set
forth in this Agreement.  This Agreement contains the entire
understanding between the parties hereto and supersedes any prior employment or
change-in-control protective agreement between the Company or any predecessor
and Employee, except that this Agreement shall not affect or operate to reduce
any benefit or compensation inuring to Employee of a kind elsewhere
provided.  No provision of this Agreement shall be interpreted to mean
that Employee is subject to receiving fewer benefits than those available to
Employee without reference to this Agreement.  The Parties acknowledge
and agree that the Prior Severance Agreement has expired and has no further
force or effect.
  6.  Notices. Except as
otherwise provided in this Agreement, any notice, approval, consent, waiver or
other communication required or permitted to be given or to be served upon any
person in connection with this Agreement shall be in writing.  Such
notice shall be personally served, sent by fax or cable, or sent prepaid by
either registered or certified mail with return receipt requested or Federal
Express and shall be deemed given (i) if personally served or by Federal
Express, when delivered to the person to whom such notice is addressed, (ii) if
given by fax or cable, when sent, or (iii) if given by mail, two (2) business
days following deposit in the United States mail.  Any notice given by
fax or cable shall be confirmed in writing, by overnight mail or Federal Express
within forty-eight (48) hours after being sent.  Such notices shall be
addressed to the party to whom such notice is to be given at the party’s address
set forth below or as such party shall otherwise direct.
  If to the Company:
  Autobytel Inc.
 18872 MacArthur Boulevard, Suite
200
 Irvine, California,
92612-1400
 Facsimile:  (949)
862-1323
 Attn:  Chief Legal Officer
or comparable title
 
 If to the Employee:
  To Employee’s latest home
address on file with the Company
 
 7.  No
Waiver.  No waiver, by conduct or otherwise, by any party of
any term, provision, or condition of this Agreement, shall be deemed or
construed as a further or continuing waiver of any such term, provision, or
condition nor as a waiver of a similar or dissimilar condition or provision at
the same time or at any prior or subsequent time.
  8.  Amendment to this
Agreement.  No modification, waiver, amendment, discharge or
change of this letter, shall be valid unless the same is in writing and signed
by the party against whom enforcement of such modification, waiver amendment,
discharge, or change is or may be sought.
  9.  Non-Disclosure.  Unless
required by law or to enforce this Agreement, the parties hereto shall not
disclose the existence of this Agreement or the underlying terms to any third
party, other than their representatives who have a need to know such matters or
to any potential Successor Company.
  10.  Enforceability;
Severability.  If any provision of this Agreement shall be
invalid or unenforceable, in whole or in part, such provision shall be deemed to
be modified or restricted to the extent and in the manner necessary to render
the same valid and enforceable, or shall be deemed exercised from this
Agreement, as the case may require, and this Agreement shall be construed and
enforced to the maximum extent permitted by law as if such provision had been
originally incorporated herein as so modified or restricted, or as if such
provision had not been originally incorporated herein, as the case may
be.
  11.  Governing
Law.  This Agreement shall be construed and enforced in
accordance with the law of the State of California without giving effect to such
State’s choice of law rules.  This Agreement is deemed to be entered
into entirely in the State of California.  This Agreement shall not be
strictly construed for or against either party.
  12.  No Third Party
Beneficiaries.  Except as otherwise set forth in this
Agreement, nothing contained in this Agreement is intended nor shall be
construed to create rights running to the benefit of third parties.
  13.  Successors of the
Company.  The rights and obligations of the Company under this
Agreement shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the Company, including any Successor
Company.  This Agreement shall be assignable by the Company in the
event of a merger or similar transaction in which the Company is not the
surviving entity, or a sale of all or substantially all of the Company’s
assets.
  14.  Rights
Cumulative.  The rights under this Agreement, or by law or
equity, shall be cumulative and may be exercised at any time and from time to
time.  No failure by any party to exercise, and no delay in
exercising, any rights shall be construed or deemed to be a waiver thereof, nor
shall any single or partial exercise by any party preclude any other or future
exercise thereof or the exercise of any other right.
  15.  No Right or Obligation of
Employment.  Employee acknowledges and agrees that nothing in
this letter shall confer upon Employee any right with respect to continuation of
employment by the Company, nor shall it interfere in any way with Employee’s
right or the Company’s right to terminate Employee’s employment at any time,
with or without Cause.
  16.  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.  Each
party hereto further agrees and acknowledges that it is sophisticated in legal
affairs and has reviewed this Agreement in detail.  Accordingly, 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.
  17.  Legal and Tax
Advice.  Employee acknowledges that: (i) the Company has
encouraged Employee to consult with an attorney and/or tax advisor of Employee’s
choosing (and at Employee’s own cost and expense) in connection with this
Agreement, and (ii) Employee is not relying upon the Company for, and the
Company has not provided, legal or tax advice to Employee in connection with
this Agreement.  It is the responsibility of Employee to seek
independent tax and legal advice with regard to the tax treatment of this
Agreement and the payments and benefits that may be made or provided under this
Agreement and any other related matters. Employee acknowledges that Employee has
had a reasonable opportunity to seek and consider advice from Employee’s counsel
and tax advisors.
  18.  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one
instrument.  The parties agree that facsimile copies of signatures
shall be deemed originals for all purposes hereof and that a party may produce
such copies, without the need to produce original signatures, to prove the
existence of this Agreement in any proceeding brought hereunder.
  
   
  IN WITNESS WHEREOF, the
Company and Employee have executed and entered into this Agreement effective as
of the date first shown above.
  AUTOBYTEL INC.
 
 
 By:     /s/ Glenn E.
Fuller
 Glenn E. Fuller
 Executive
      Vice President, Chief Legal and Administrative Officer and
      Secretary
 
 
 EMPLOYEE
 
 
 `
 /s/Stephen Lind
 Stephen
Lind
 
 
  
  EXHIBIT
A
 
 SEPARATION
AGREEMENT AND RELEASE
 
 It is
hereby agreed by and between you, Stephen Lind (for yourself, your spouse,
family, agents and attorneys) (jointly, “You”), and Autobytel Inc., its
predecessors, successors, affiliates, directors, Employees, shareholders,
fiduciaries, insurers, employees and agents (jointly, the “Company”), as
follows:
 
 1.  You
acknowledge that your employment with the Company ended effective [_______],
201[__], and that you will perform no further duties, functions or services for
the Company subsequent to that date.
 
 2.  You
acknowledge and agree that you have received all vacation pay and other
compensation due you from the Company as a result of your employment with the
Company and your separation from employment, including, but not limited to, all
amounts required under your Severance Agreement with the Company dated effective
as of February 1, 2010 (the “Severance Agreement”), other
than those amounts payable pursuant to Paragraph 3 below and those amounts or
benefits, if any, payable or to be provided after the date hereof pursuant to
the Severance Agreement if required by the terms thereof.  You
acknowledge and agree that the Company owes you no additional wages,
commissions, bonuses, vacation pay, severance pay, expenses, fees, or other
compensation or payments of any kind or nature, other than as provided in this
Agreement and those amounts and benefits, if any, payable or to be provided
after the date hereof pursuant to the Severance Agreement if required by the
terms thereof.  All benefits for which you are eligible pursuant to
the Severance Agreement will remain in effect for the periods set forth
therein.
 
 3.  In
exchange for your promises in this Agreement and the Severance Agreement,
including the release of claims set forth below, if you sign and do not revoke
this Agreement, the Company will pay you all amounts due to you under the
Severance Agreement, minus legally required state and federal payroll
deductions.  The payment provided for in this paragraph will be made
in the time periods required by the Severance Agreement (except for benefits
that will be paid over time as provided therein) and, if no time is specified,
within 5 business days of the date of this Separation Agreement and
Release.
 
 4.  You
represent and warrant that you have returned to the Company
 any and
all documents, software, equipment (including, but not limited to, computers and
computer-related items), and all other materials or other things in your
possession, custody, or control which are the property of the Company,
including, but not limited to, Company identification, keys, and the like,
wherever such items may have been located; as well as all copies (in whatever
form thereof) of all materials relating to your employment, or obtained or
created in the course of your employment with the Company.
 
 5.  You
hereby represent that, other than those materials you have returned to the
Company pursuant to Paragraph 4 of this Agreement, you have not copied or caused
to be copied, and have not printed-out or caused to be printed-out, any
software, computer disks, or other documents other than those documents
generally available to the public, or retained any other materials originating
with or belonging to the Company.  You further represent that you have
not retained in your possession, custody or control, any software, documents or
other materials in machine or other readable form, which are the property of the
Company, originated with the Company, or were obtained or created in the course
of or relate to your employment with the Company.
 
 6.  You shall
keep confidential, and shall not hereafter use or disclose to any person, firm,
corporation, governmental agency, or other entity, in whole or in part, at any
time in the future, any trade secret, proprietary information, or confidential
information of the Company, including, but not limited to, information relating
to trade secrets, processes, methods, pricing strategies, customer lists,
marketing plans, product introductions, advertising or promotional programs,
sales, financial results, financial records and reports, regulatory matters and
compliance, and other confidential matters, except as required by law and as
necessary for compliance purposes.  These obligations are in addition
to the obligations set forth in confidentiality or non-disclosure agreement
between you and the Company, which shall remain binding on you.
 
 7.  You agree
that you have not and will not at any time reveal to anyone, including any
former, present or future employee of the Company, the fact, amount, or the
terms of this Agreement, except to your immediate family, legal counsel and
financial advisor, or as required by law and as necessary for compliance
purposes.  The Company may disclose the terms of this Agreement and
file this Agreement as an exhibit to its public filings if it is required to due
so under applicable law, as necessary for compliance purposes or to potential
successors or assigns of the Company.
 
 8.  You agree
that neither you nor anyone acting on your behalf or at your direction will
disparage, denigrate, defame, criticize, impugn or otherwise damage or assail
the reputation or integrity of the Company to any third party and in particular
to any current or former employee, officer, director, contractor, supplier,
customer, or client of the Company or prospective or actual purchaser of the
equity interests of the Company or its business or assets.
 
 9.  In
consideration for the payments provided for in Paragraph 3, you unconditionally
release and forever discharge the Company, and the Company’s current, former,
and future controlling shareholders, subsidiaries, affiliates, related
companies, predecessor companies, divisions, directors, trustees, Employees,
employees, agents, attorneys, successors, and assigns (and the current, former,
and future controlling shareholders, directors, trustees, Employees, employees,
agents, and attorneys of such subsidiaries, affiliates, related companies,
predecessor companies, and divisions) (referred to collectively as “Releasees”), from any and all
known and unknown claims, demands, actions, suits, causes of action,
obligations, damages and liabilities of whatever kind or nature and regardless
of whether the knowledge thereof would have materially affected your agreement
to release the Company hereunder, that arise out of or are related to (a) the
Company’s failure to make any payments required under the Severance Agreement
(other than those amounts, if any, payable pursuant to Section 2(a) of the
Severance Agreement if required by the terms of such section), and (b) those
arising under the Age Discrimination in Employment Act (“ADEA”).  The Release
will not waive the Employee’s rights to indemnification under the Company’s
certificate of incorporation or by-laws or, if applicable, any written agreement
between the Company and the Employee, or under applicable law.
 
 With respect to the various rights and
claims under the ADEA being waived by you in this Agreement, you specifically
acknowledge that you have read and understand the provisions of paragraphs 13,
14, and 15 below before signing this Agreement. This general release does not
cover rights or claims under the ADEA arising after you sign this
Agreement.
 
 10.  You
represent and warrant that you have not filed, and agree that you will not file,
or cause to be filed, any complaint, charge, claim or action involving any
claims you have released in the foregoing paragraph.  This promise not
to sue does not apply to claims for breach of this Agreement.  You
agree and acknowledge that if you break this promise not to sue, then you will
be liable for all consequential damages, including the legal expenses and fees
incurred by the Company or any of the Releasees, in defending such a
claim.
 
 11.  The
Company hereby represents and warrants that concurrently with your execution and
delivery of this Agreement, the Company has paid to you any and all amounts
under the Severance Agreement that are required to be paid to you by the Company
as of the date hereof, excluding, without limitation, any amounts required to be
paid under this Agreement and those amounts or benefits, if any, payable or to
be provided after the date hereof pursuant to the Severance Agreement if and to
the extent required by the terms thereof.
 
 12.  Excluded
from this Agreement are any claims or rights that cannot be waived by law,
including the right to file a charge of discrimination with an administrative
agency.  You agree, however, to waive your right to any monetary
recovery in connection with such a charge.
 
 13.  You
acknowledge that you have hereby been advised in writing to consult with an
attorney before you sign this Agreement.  You understand that you have
twenty-one (21) days within which to decide whether to sign this Agreement,
although you may sign this Agreement at any time within the twenty-one (21) day
period.  If you do sign it, you also understand that you will have an
additional 7 days after you sign to change your mind and revoke the Agreement,
in which case a written notice of revocation must be delivered to Vice President
Human Resources or comparable title, Autobytel Inc., 18872 MacArthur Blvd. Suite
200, Irvine, California 92612-1400, on or before the seventh (7th) day after
your execution of the Agreement.  You understand that the Agreement
will not become effective until after that seven (7) day period has
passed.
 
 14.  You
acknowledge that you are signing this Agreement knowingly and voluntarily and
intend to be bound legally by its terms.
 
 15.  You
hereby acknowledge that no promise or inducement has been offered to you, except
as expressly stated above and in the Severance Agreement, and you are relying
upon none.  This Agreement and the Severance Agreement represent the
entire agreement between you and the Company with respect to the subject matter
hereof, and supersede any other written or oral understandings between the
parties pertaining to the subject matter hereof and may only be amended or
modified with the prior written consent of you and the Company.
 
 16.  Youcertify that you have
not experienced a job-related illness or injury for which you have not already
filed a claim.
 
 17.  If any
provision of this Agreement is held to be invalid, the remainder of the
Agreement, nevertheless, shall remain in full force and effect in all other
circumstances.
 
 18.  This
Agreement does not constitute an admission that the Company or any other
Releasee has violated any law, rule, regulation, contractual right or any other
duty or obligation.
 
 19.  This
Agreement is made and entered into in the State of California and shall in all
respects be interpreted, enforced, and governed under the law of that state,
without reference to conflict of law provisions thereof.  The language
of all parts in this Agreement shall be construed as a whole, according to fair
meaning, and not strictly for or against any party.
 
 20.  Employee
acknowledges that: (i) the Company has encouraged Employee to consult with an
attorney and/or tax advisor of Employee’s choosing (and at Employee’s own cost
and expense) in connection with this Agreement, and (ii) Employee is not relying
upon the Company for, and the Company has not provided, legal or tax advice to
Employee in connection with this Agreement.  It is the responsibility
of Employee to seek independent tax and legal advice with regard to the tax
treatment of this Agreement and the payments and benefits that may be made or
provided under this Agreement and any other related matters. Employee
acknowledges that Employee has had a reasonable opportunity to seek and consider
advice from Employee’s counsel and tax advisors.
 
 PLEASE
READ CAREFULLY.  THIS AGREEMENT INCLUDES THE RELEASE OF CERTAIN
CLAIMS.
 
 
 
 Dated:_____________,
201_                                                                _____________________________________
 [Employee  Name]
 
 
 
 Dated:_____________,
201_                                                                Autobytel
Inc.
 
 
 By:           __________________________________
 [Officer’s Name]
 [Title]