**Exhibit 10.80**

July 12, 2004 

Mark Garms

5238 Residencia 

Newport Beach, CA 92660 

Dear Mr. Garms: 

Autobytel Inc. (the “Company”) and MarkGarms, Vice President, Dealer Operations and Strategy (“Employee”), hereby agree as follows: 

In the event of termination of the Employee by theCompany without Cause (as defined in Schedule I attached hereto) or by the Employee for Good Reason (as defined in Schedule I attached hereto), the Employee shall be entitled to a severance payment equal to six month’s base salary at thehighest rate paid to Employee while employed by the Company and Benefits (as defined in Schedule I hereto) for six months following termination. 

Theprovisions of this letter are severable which means that if any part of this letter is legally unenforceable, the other provisions shall remain fully valid and enforceable. This letter sets forth our complete understanding regarding the mattersaddressed herein and supersedes all previous agreements or understandings between Employee and the Company, whether written or oral, regarding severance. 

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 sought.

Any controversy or claim arising out of, or related to, this letter, or the breach thereof, shall be settled by binding arbitration in the City of Irvine,California, in accordance with the rules then in effect of the American Arbitration Association, and the arbitrator’s decision shall be binding and final, and judgment upon the award rendered may be entered in any court having jurisdictionthereof. Each party hereto shall pay its or their own expenses incident to the negotiation, preparation and resolution of any controversy or claim arising out of, or related to, this letter, or the breach thereof, provided, however,the Company shall pay and be solely responsible for any reasonable attorney’s fees and expenses and court or arbitration costs incurred by the Employee as a result of a claim that the Company has breached or otherwise failed to perform thisletter or any provision hereof to be performed by the Company if the Employee prevails in the contest in whole or in part. 

Employee acknowledges andagrees 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 withoutCause. 

This letter shall be construed and enforced in accordance with the laws of the State of California. 

Please execute a copy of this letter confirming your acceptance of and agreement with the foregoing. 

 
Sincerely, 
/s/ Jeffrey Schwartz
 Jeffrey A. Schwartz President and CEO 
AGREED AND ACCEPTED: 

this 31 day of July, 2004. 

 

/s/ Mark Garms
 Mark Garms 

Schedule I 

As used herein, the term “for Cause” shall refer to the termination of the Employee’s employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Employee forany crime or 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 which has a materially injurious effect onthe business or reputation of the Company; or (iv) failure to consistently discharge Employee’s duties under this Agreement which failure continues for thirty (30) days following written notice from the Company detailing the area orareas of such failure. For purposes hereof, 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 thatEmployee’s action or omission was in the best interest of the Company. The Employee shall have the opportunity to cure any such acts or omissions (other than item (i) above) within fifteen (15) days of the Employee’s receipt ofnotice from the Company finding that, in the good faith opinion of the Company, the Employee is guilty of acts or omissions constituting “Cause”. 

The term termination “without Cause” shall mean the termination of the Employee’s employment for any reason other than (i) death, (ii) disability (as determined by the Company) or (iii) those reasons expresslyset forth in the definition “for Cause” above, or no reason at all, and shall also mean the Employee’s decision to terminate Employee’s employment with the Company by reason of any act, decision or omission by the Company or theBoard that materially reduces Employee’s salary or the Employee’s authority, functions or duties (each a “Good Reason”). 

“Benefits” shall mean participation, including eligible dependents, in any Company medical, dental or other health plans.