0001023364-11-000005 Sample Contracts

AUTOBYTEL INC INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 10th, 2011 • Autobytel Inc • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement ("Agreement") is made and entered into as of _____________, 20___, by and between Autobytel Inc., a Delaware corporation ("Company"), and [___________________] ("Indemnitee").

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AUTOBYTEL INC. SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • March 10th, 2011 • Autobytel Inc • Services-computer programming, data processing, etc. • California

This Severance Benefits Agreement (“Agreement”) entered into effective as of February 25, 2011 (“Effective Date”) between Autobytel Inc., a Delaware corporation (“Autobytel” or “Company”) and John Petrone (“Employee”).

AUTOBYTEL INC. 2010 EQUITY INCENTIVE PLAN Employee Stock Option Award Agreement (Non-Qualified Stock Option)
Employee Stock Option Award Agreement • March 10th, 2011 • Autobytel Inc • Services-computer programming, data processing, etc. • Delaware

This Employee 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 Autobytel Inc., a Delaware corporation ("Company"), and the person set forth as the Participant on the signature page hereto ("Participant").

AUTOBYTEL INC. 2010 EQUITY INCENTIVE PLAN Non-Employee Director Stock Option Award Agreement (Non-Qualified Stock Option)
Award Agreement • March 10th, 2011 • Autobytel Inc • Services-computer programming, data processing, etc. • Delaware

This Non-Employee Director 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 Autobytel Inc., a Delaware corporation ("Company"), and the person set forth as the Participant on the signature page hereto (“Participant”). This Agreement and the option granted hereby are subject to the provisions of the Autobytel Inc. 2010 Equity Incentive Plan (“Plan”). In the event of a conflict between the provisions of the Plan and this Agreement, the Plan shall control. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Plan.

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