Exhibit 10.2
«Option_No_»
Autobytel Inc.
A Delaware Corporation
Plan
EMPLOYEE STOCK OPTION
AGREEMENT
Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in
this Option Agreement.
I
NOTICE OF STOCK OPTION
GRANT
«F
IRST » «L AST »
«Street1»
«Street2»
«City», «ST»
«ZIP»
You have been granted an option to
purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Option Agreement, as
follows:
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Date of Grant:
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«DateGrant»
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Vesting Commencement Date:
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«VestDate»
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Exercise Price per Share:
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«ExePrice_»
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Total Number of Shares Granted:
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«TotalShGrant_»
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Total Exercise Price:
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«TtlExPrice_»
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Type of Option:
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Nonstatutory
Option
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Term/Expiration Date:
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The tenth
anniversary of the Date of Grant
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A. Vesting Schedule
:
You may exercise this Option, in
whole or in part, according to the following vesting
schedule:
Subject to Section II, Paragraphs D,
E and F hereof, thirty-three and one-third percent (33 1/3%) shall
vest and become exercisable on the first anniversary after the
vesting commencement date, and one thirty-sixth (1/36) shall
vest and become exercisable on each successive monthly anniversary
thereafter for the following twenty-four (24) months ending on
the third anniversary of such vesting commencement date.
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«No» «Last»
«DateGrant»
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-1-
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B. Termination Period :
You may exercise the vested portion
of this Option for ninety (90) days following your termination
of employment with the Company, or for such longer periods as
provided in the Plan or this Option Agreement; provided that if
your termination of employment is for Cause (as defined below) then
you shall have thirty (30) days following your termination of
employment with the Company to exercise the vested portion of this
Option unless the Company provides you notice of the immediate loss
of your right to exercise as permitted by the Plan on or before the
date of termination (subject to any right to cure as set forth in
the Plan). In no case may you exercise this Option after the
Term/Expiration Date as provided above.
II
AGREEMENT
A. Grant of Option .
Autobytel Inc., a Delaware corporation (the “Company”),
hereby grants to the Optionee named in the Notice of Grant (the
“Optionee”), an option (the “Option”) to
purchase the total number of shares of Common Stock (the
“Shares”) set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the
“Exercise Price”) subject to the terms, definitions and
provisions of the
Plan (the “Plan”) adopted by the Company, which is
incorporated herein by reference. Unless otherwise defined herein,
the terms defined in the Plan shall have the same defined meanings
in this Option Agreement.
If designated in the Notice of Grant
as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it
exceeds the $100,000 rule of Code Section 422(d), or to the
extent the Option does not meet the ISO rules for some other
reason, this Option shall be treated as a Nonstatutory Stock Option
(“NSO”).
B. Exercise of Option
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(1)
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Right to
Exercise . This Option
shall be exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Grant and with the applicable
general provisions of the Plan subject to the specific provisions
of this Option Agreement. In the event of Optionee’s death,
disability, other termination of the employment with the Company or
a Change of Control, this Option shall be exercisable in accordance
with the applicable provisions of the Plan and this Option
Agreement. After giving effect to the foregoing provisions, to the
extent that Optionee was not entitled to exercise this Option at
the date of the occurrence of such an event, or if Optionee does
not exercise this Option within the times specified herein, the
Option shall terminate and the Shares covered by such Option shall
revert to the Plan.
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(2)
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Method of Exercise
. This Option shall be exercisable
by written notice (in the form attached as Exhibit A) which shall
state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised, and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. Such written notice shall
be signed by the Optionee and shall be delivered in
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«No» «Last»
«DateGrant»
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-2-
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person or by certified mail to the
Secretary of the Company. The written notice shall be accompanied
by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price.
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No Shares will be issued pursuant
to the exercise of an Option unless such issuance and such exercise
shall comply with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date
on which the Option is exercised with respect to such
Shares.
C. Method of Payment .
Payment of the Exercise Price shall be by any of the following, or
a combination thereof, at the election of the Optionee:
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(1)
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cash or by wire
transfer;
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(2)
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certified, bank
cashier’s, or teller’s check;
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(3)
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surrender of
other shares of Common Stock of the Company which (A) in the
case of Shares acquired pursuant to the exercise of a Company
option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the Exercise Price
of the Shares as to which the Option is being exercised;
or
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(4)
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by a net
exercise transaction conducted through a broker or other financial
intermediary by delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the
broker or other financial intermediary shall require to effect an
exercise of the Option and delivery to the Company of the proceeds
required to pay the Exercise Price.
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D. Restrictions on Exercise .
This Option may not be exercised if the issuance of such Shares
upon such exercise or the method of payment of consideration for
such Shares would constitute a violation of any applicable federal
or state securities or other law or regulation, including any rule
under Part 207 of Title 12 of the Code of Federal Regulations
(“Regulation G”) as promulgated by the Federal Reserve
Board.
E. Termination of
Relationship . In the event the termination of Optionee’s
employment is by the Company without Cause or by Optionee for Good
Reason, any unvested portion of this Option shall become
immediately and fully vested as of the date of such termination.
For purposes of this Option Agreement, the terms Cause and Good
Reason shall have the meanings ascribed to them in that certain
Severance Agreement dated as of
, by and
between the Company and Optionee (the “Severance
Agreement”).
F. Disability of Optionee .
Notwithstanding the provisions of Paragraph E above, in the event
of termination of an Optionee’s employment with the Company
as a result of the Employee’s Disability, Optionee (or
Optionee’s attorney in fact, conservator or other
representative on behalf of Optionee) may, but only within six
(6) months from the date of such termination (and in no event
later than the expiration date of the term of this Option as set
forth in Paragraph J below),
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«No» «Last»
«DateGrant»
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-3-
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exercise the Option to the extent otherwise
entitled to exercise it at the date of such termination; provided,
however, that if such disability is not a “disability”
as such term is defined in Section 22(e)(3) of the Code, in
the case of an ISO such ISO shall cease to be treated as an ISO and
shall be treated for tax purposes as a NSO on the day three months
and one day following such termination. For purposes of this Option
Agreement, the term Disability shall have the meaning ascribed to
such term in the Severance Agreement.
G. Death of Optionee .
Notwithstanding the provisions of Paragraph E above, in the event
of termination of Optionee’s employment with the Company as a
result of the death of Optionee, the Option may be exercised at any
time within twelve (12) months following the date of death
(but in no event later than the date of expiration of the term of
this Option as set forth in Paragraph I below), by Optionee’s
estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent the Optionee
could exercise the Option at the date of death.
H. Change of Control . In the
event of a Change of Control of the Company (as such term is
defined in the Plan as of the date of this Option Agreement [or as
such term is defined in the Severance Agreement, if applicable]),
any unvested installment of this Option shall immediately vest and
become exercisable as of the date of such Ch
