0001023364-12-000010 Sample Contracts

AUTOBYTEL INC. 2010 EQUITY INCENTIVE PLAN Employee Stock Option Award Agreement (Non-Qualified Stock Option)
Employee Stock Option Award Agreement • March 1st, 2012 • Autobytel Inc • Services-computer programming, data processing, etc. • Delaware
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AUTOBYTEL INC. SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • March 1st, 2012 • Autobytel Inc • Services-computer programming, data processing, etc. • Florida

This Severance Benefits Agreement (“Agreement”) entered into effective as of September 17, 2010 (“Effective Date”) between Autobytel Inc., a Delaware corporation (“Autobytel” or “Company”) and William Ferriolo (“Employee”).

AUTOBYTEL INC. 2010 EQUITY INCENTIVE PLAN Non-Employee Director Stock Option Award Agreement (Non-Qualified Stock Option)
Director Stock Option Award Agreement • March 1st, 2012 • 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 member of Company’s Board of Directors set forth as Participant on the signature page hereto (“Participant”).

AUTOBYTEL INC. SEVERANCE AGREEMENT
Severance Agreement • March 1st, 2012 • Autobytel Inc • Services-computer programming, data processing, etc. • California

Autobytel has determined that it is in its best interests to encourage Employee’s continued employment with, and dedication to the business of, Autobytel, and as a result thereof, Autobytel and Employee have previously entered into a severance agreement dated as of September 29, 2008 (“Prior Severance Agreement”), which agreement expired on September 29, 2009. In light of Autobytel’s financial condition, recent reductions in force and evaluation of various strategic alternatives, which may include a Change of Control of Autobytel, and Employee’s recent promotion to Vice President, Lead Operations effective as of the Effective Date, Autobytel has determined that it is in the Company’s best interests to provide for additional incentive to encourage Employee’s continued employment with Autobytel and dedication to Autobytel’s business.

AUTOBYTEL INC. 2010 EQUITY INCENTIVE PLAN Employee Stock Option Award Agreement (Non-Qualified 2012 Performance Based Stock Options)
Employee Stock Option Award Agreement • March 1st, 2012 • 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”).

Contract
Autobytel Inc • March 1st, 2012 • Services-computer programming, data processing, etc. • Florida
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