Exhibit 10.64
March 9, 2004
Michael Schmidt
951 Maple Court
Concord, CA 94521
Dear Michael:
It is a pleasure to offer you the position of
Sr. V.P., Finance at Autobytel Inc. Please be reminded that
our offer of employment is contingent upon completion of our
background check and your reviewing and accepting the terms of our
various pre-hire and new-hire documents, including the employee
handbook, the Confidentiality Agreement, the Arbitration Agreement,
and the Securities Trading Agreement. Following is a summary of our
offer:
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Position:
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Sr.
V.P., Finance
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Semi-Monthly Rate:
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$8,958.34 ($215,000.00 Annually)
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Hire
Date:
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APRIL
1, 2004
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Stock
Options:
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175,000 subject to board approval
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Bonus Opportunity:
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Target bonus opportunity is up to
45%, on an annual basis based on achievement of
specified
objectives. Specific objectives and
plan details to be outlined in a separate document and
incorporated herein by reference.
Bonus will be prorated based upon actual time worked
within the first year of
employment.
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Relocation: ABT will reimburse you up to Twenty
Thousand Dollars ($20,000.00) net of taxes for relocation expenses
when supported by receipts, to assist you with expenses involved in
relocating to Orange County, CA. Please coordinate with the Human
Resources Department regarding our Relocation Policy (copy
attached).
Severance: You will be eligible for a severance
payment equal to six (6) months of your current base salary
provided you do not resign or are not terminated for cause.
“Cause” is defined below.
“Cause” as used in the Severance
section above is defined as any one of the following:
(1) Misconduct; or
(2) Your failure to substantially perform your
duties; or
(3) Your willful action, or failure to act, that
results, or is expected to result, in financial injury to the
Company. However, no act or failure to act on your part shall be
considered “willful” if done, or omitted to be done, by
you in good faith and with a reasonable belief that your action or
omission was in the best interest of the Company; or
(4) Your conviction for committing an act of
fraud, embezzlement, theft, or any other act constituting a felony
involving moral turpitude or causing material harm, financial or
otherwise, to the Company; or
(5) Violation of Company policies of a serious
nature, examples of which include but are not limited to: theft of
Company or coworker property, discrimination or harassment tied to
race, color, gender, age, national origin, sexual orientation,
disability, medical condition, marital status, veteran status, or
religion; theft; falsification of Company records; being under the
influence of alcohol or under the influence or in th
