Blueprint






Exhibit 10.2







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 OPTIONEE AS TO THE
AVAILABILITY OF SUCH EXEMPTIONS, THEN OPTIONEE SHALL BE REQUIRED TO
DELIVER TO THE COMPANY AN OPINION OF COUNSEL (SKILLED IN
SECURITIES MATTERS, SELECTED BY OPTIONEE 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 Optionee on the signature page hereto (“Optionee”).


 


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

 


This
Agreement and the stock options granted hereby have not been
granted pursuant to Company’s Amended and Restated 2014
Equity Incentive Plan (“Plan”), but certain capitalized
identified herein and not defined herein shall have the same
meanings as defined in the Plan.

 


This
Agreement is the Inducement Stock Option Award Agreement referred
to in the Employment Agreement (“Employment Agreement”) entered
into effective as of April 12, 2018, between the Company and
Optionee.

 


1. Grant of
Options. Subject to Optionee’s commencement of
employment with Company, Company hereby grants to Optionee
non-qualified stock options (“Options”) to purchase the number
of shares of common stock of 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.
No installments of the Options shall vest after Optionee’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
Company in accordance with Section 9(f) in such form as Company may
require from time to time, or at the direction of Company, through
the procedures established with Company’s third party option
administration service. Such notice shall specify the number of
Shares subject to the Options as to which the Options are being
exercised and shall be accompanied by full payment of the Exercise
Price of such Shares in a manner permitted (which the Committee
hereby authorizes if permitted by applicable law, rule, regulation
or order at the time of exercise) under the terms of Section 5.5 of
the Plan (as if these Options had been granted under the Plan)
(including through broker assisted Option exercise), 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,
Company shall issue to Optionee 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 Optionee pays to Company, or makes satisfactory arrangements
with 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. Optionee may remit withholding payment following
Option exercise through the use of broker assisted Option exercise.
Optionee hereby agrees that Company may withhold from
Optionee’s wages or other remuneration the applicable taxes.
At the discretion of Company, the applicable taxes may be withheld
in kind from the Shares otherwise deliverable to Optionee on
exercise of the Options, up to Optionee’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 Company’s securities trading policies
generally applicable to officers, directors or employees of Company
as long as Optionee 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 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.

 


5. Termination of
Options.

 


(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 Optionee 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.


 




 

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(b)           Termination
of Employment.

 


(i)           Termination
of Employment Other Than Due to Death, Disability or
Cause.

 


(1)           Optionee
may exercise the vested portion of the Options for a period of one
hundred and eighty (180) days (but in no event later than the
Option Expiration Date) following any termination of
Optionee’s employment with Company, either by Optionee or
Company, other than in the event of a termination of
Optionee’s employment by Company for Cause, voluntary
termination by Optionee without Good Reason or by reason of
Optionee’s death or Disability. In the event the termination
of Optionee’s employment is by Company without Cause or by
Optionee for Good Reason, the unvested Options shall become fully
vested on the date of termination.

 


(2)           In
the event of a voluntary termination of employment with Company by
Optionee 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) Optionee 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 Optionee is not entitled to exercise the Options at the
date of termination of employment, or if Optionee does not exercise
the Options within the time specified in this Agreement for
post-termination of employment exercises of the Options, the
Options shall terminate.

 


(4)           For
purposes of this Agreement, the terms “Cause”, “Disability” and
“Good
Reason” shall have the meanings ascribed
to them in the Employment Agreement.

 


(ii)           Termination
of Employment for Cause. Upon the termination of
Optionee’s employment by Company for Cause, unless the
Options have 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 Company, in its discretion, may, by written notice to Optionee
given as of the date of termination, authorize Optionee to exercise
any vested portion of the Options for a period of up to thirty (30)
days following Optionee’s termination of employment for
Cause, provided that in no event may Optionee exercise the Options
beyond the Option Expiration Date.

 


(iii)           Termination
of Optionee’s Employment By Reason of Optionee’s
Death. In the event Optionee’s employment is
terminated by reason of Optionee’s death, unless the Options
have earlier terminated, the number of unvested Options on the date
of termination that is equal to the lesser of (i) one-third
(1/3rd) of
the total number of Options granted under this Agreement; and (ii)
the total number of unvested Options on the date of termination
shall become immediately and fully vested as of the date of such
termination. To the extent vested as of the date of termination,
Options may be exercised at any time within one hundred and eighty
(180) days following the date of termination (but in no event later
than the Option Expiration Date) by Optionee’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 Optionee could exercise the
Options at the date of termination.

 


(iv)           Termination
of Optionee’s Employment By Reason of Optionee’s
Disability. In the event Optionee’s employment is
terminated by reason of Optionee’s Disability, unless the
Options have earlier terminated, the number of unvested Options on
the date of termination that is equal to the lesser of (i)
one-third (1/3rd) of the total
number of Options granted under this Agreement; and (ii) the total
number of unvested Options on the date of termination shall become
immediately and fully vested as of the date of such termination. In
the event that Optionee ceases to be an employee by reason of
Optionee’s Disability, unless the Options have earlier
terminated, Optionee (or Optionee’s attorney-in-fact,
conservator or other representative on behalf of Optionee) may, but
only within one hundred and eight (180) days following the date of
such termination of employment (and in no event later than the
Option Expiration Date), exercise the Options to the extent
Optionee was otherwise entitled to exercise the Options at the date
of such termination of employment.


 




 

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(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 11 of the Plan), provided that (i) all Options will vest
upon the occurrence of a Change in Control 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 any termination (other
than for Cause) 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 this Section 5(c)) 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 Optionee is then employed by Company or a Subsidiary and (2) is
subject to provisions of Section 11.2(c) of the Plan. For purposes
of Section 11.2(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.
Notwithstanding the foregoing provisions of this Section 5(c), 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. For purposes of this Section
5(c), the term “Change in
Control” shall have the meaning ascribed to such term
in the Employment Agreement.

 


(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.

 


(e)           Adjustments.
The number of Options may be subject to adjustment as provided in
Section 12.2 of the Plan (as if the Options had been granted under
the Plan).

 


(f)           Other
Governing Agreements or Plans. 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.


 


 




 

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(g)           Forfeiture
upon Engaging in Detrimental Activities.  If, at any
time within the twelve (12) months after the earlier of (i)
Optionee exercises any portion of the Options; or (ii) the
effective date of any termination of Optionee’s employment by
Company or by Optionee for any reason, Optionee engages in any
willful misconduct during the course of Optionee’s employment
by Company or any Subsidiary that directly results in an accounting
restatement by Company due to material noncompliance by Optionee
with any financial reporting requirement under applicable
securities laws, whether such restatement occurs during or after
Optionee’s employment by Company or any Subsidiary, then (x)
the Options shall terminate effective as of the date on which
Optionee 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 Optionee from exercising all
or a portion of the Options at any time following the date that
Optionee engaged in any such activity or conduct or is terminated
for Cause, as determined as of the time of exercise, shall be
forfeited by Optionee and shall be paid by Optionee to Company, and
recoverable by Company, within sixty (60) days following such
termination date of the Options. For purposes of this Section 5(g),
no act or failure to act, on the part of the Executive, shall be
considered “willful” if it is done, or omitted to be
done, by the Executive in good faith and with the reasonable belief
that Executive’s action or omission was in the best interests
of the Company.

 


(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
window 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.

 




6.

Non-Registered
Option and Shares.





 


(a)           Restrictions.
Optionee 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
of 1933, as amended (“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 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 Company by Optionee. Optionee
represents and warrants that Optionee is acquiring the Options and
will acquire the Shares for investment for Optionee’s own
account, with no present intention of reselling or otherwise
distributing the same. Notwithstanding the foregoing, if Option is
them outstanding, prior to the first anniversary of Grant Date, the
Company shall file a Registration Statement on Form S-8 with
respect to the Shares.

 


(b)           Resales.
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, Optionee hereby agrees that Optionee
will not sell, transfer, offer, pledge or hypothecate all or any
part of the Shares unless and until Optionee shall first have given
notice to 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 Company
and Optionee as to the availability of such exemptions, then
Optionee shall be required to deliver to Company (1) an opinion of
counsel (skilled in securities matters, selected by Optionee and
reasonably satisfactory to Company) in form and substance
satisfactory to 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. Company may at its election require that
Optionee provide Company with written reconfirmation of
Optionee’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:


 




 

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“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
OPTIONEE AS TO THE AVAILABILITY OF SUCH EXEMPTIONS, THEN OPTIONEE
SHALL BE REQUIRED TO DELIVER TO THE COMPANY AN OPINION OF COUNSEL
(SKILLED IN SECURITIES MATTERS, SELECTED BY OPTIONEE 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.”

 


(c)           Compliance
with Laws. The exercise of the Option and the issuance of
the Shares upon such exercise shall be subject to compliance by
Company and Optionee 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)           Regulatory
Approvals. The inability of Company to obtain approval from
any regulatory body having authority deemed by Company to be
necessary to the lawful issuance and sale of any Shares pursuant to
the Options shall relieve 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, Company shall use its best
efforts to obtain all such applicable approvals.

 




7.

Miscellaneous.





 


(a)           No
Rights of Stockholder. Optionee 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, Optionee may by delivering written notice to Company
in a form provided by or otherwise satisfactory to Company,
designate a third party who, in the event of Optionee’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.




 

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(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 Company should be addressed to:

 


AutoWeb,
Inc.


18872
MacArthur Blvd., Suite 200


Irvine,
CA 92612-1400


Attention: Chief
Legal Officer

 


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


 


Company
or Optionee 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 Optionee’s part to continue as
an employee of Company or any Subsidiary or on the part of Company
or any Subsidiary to continue Optionee’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
Optionee, 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. Optionee agrees that Company may impose, and
Optionee 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 Company following a public offering of
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:                                   
April 12, 2018

Total Options
Awarded:             
   1,000,000

Exercise Price Per
Share:              
$ 3.26

Vesting
Schedule:

 


Beginning on the
first day of the first calendar month following the calendar month
in which the Grant Date occurred, the Options shall vest in
thirty-six (36) approximately equal monthly installments of whole
Options (i.e., no fractional Options shall vest) on the first day
of each calendar month over thirty-six (36) calendar months
immediately following Grant Date.

 


Company

 


AutoWeb, Inc., a
Delaware corporation


 


By: /s/ Glenn E.
Fuller                                                 




Glenn
E. Fuller, Executive Vice President,


Chief
Legal and Administrative Officer and Secretary


 


 


Optionee








/s/ Jared R.
Rowe                                                     
  



Jared
R. Rowe


 


 




 

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