Autobytel Inc. A Delaware Corporation 2004 RESTRICTED STOCK AND OPTION PLAN FORM OF OUTSIDE DIRECTOR STOCK OPTION AGREEMENT

Exhibit 10.2

A Delaware Corporation

2004 RESTRICTED STOCK AND OPTION PLAN

FORM OF OUTSIDE DIRECTOR STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

NOTICE OF STOCK OPTION GRANT

«FIRST_» «LAST_»

«▇▇▇▇▇▇▇_»

«▇▇▇▇▇▇▇»

«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:


Date of Grant:		«DateGrant»

Vesting Commencement Date:		«VestDate»

Exercise Price per Share:		«ExePrice_»

Total Number of Shares Granted:		«TotalShGrant»

Total Exercise Price:		«TtlExPrice_»

Type of Option:		Nonstatutory Stock Option

Term/Expiration Date:		The tenth anniversary of the Date of Grant

A.	Vesting Schedule:

Subject to Section II, Paragraphs D., E., F. and G. hereof, you may exercise this Option, in whole or in part, beginning on the Vesting Commencement Date as provided above.

B.	Termination Period:

You may exercise this Option for two (2) years following your termination of service as a member of the Board of the Company (“Service”) for any reason other than for Cause (as defined below). In no case may you exercise this Option after the Term/Expiration Date as provided above. As used herein, the term “for Cause” shall refer to the termination of the Optionee’s Service as a result of any one or more of the following: (i) any conviction of, or

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pleading of nolo contendre by, the Optionee for any crime or felony; (ii) any gross wilfull misconduct of the Optionee which has a materially injurious effect on the business or reputation of the Company; (iii) the gross dishonesty of the Optionee which has a materially injurious effect on the business or reputation of the Company; or (iv) a material failure to consistently discharge his duties as director under Delaware law which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure other than such failure resulting from his Total and Permanent Disability. For purposes hereof, no act or failure to act, on the part of the Optionee, shall be considered “willful” if it is done, or omitted to be done, by the Optionee in good faith or with reasonable belief that his action or omission was in the best interest of the Company. The Optionee shall have the opportunity to cure any such acts or omissions (other than item (i) above) within thirty (30) days of the Optionee’s receipt of notice from the Company finding that, in the good faith opinion of the Company, the Optionee is guilty of acts or omissions constituting “Cause”.

AGREEMENT

▇. ▇▇▇▇▇ 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 2004 Restricted Stock and Option 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.

This Option is a Nonstatutory Stock Option (“NSO”).

B.	Exercise of Option.

(1)

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 provisions of the Plan and this Option Agreement. In the event of Optionee’s death, disability or other termination of Service, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(2)

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 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:

(1)

cash;

(2)

certified, bank cashier’s, or teller’s check;

(3)

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

(4)

delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

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. As of the date of the Optionee’s termination of Service, Optionee may, to the extent otherwise so entitled at the date of such termination, exercise this Option for a period of two (2) years following the date of termination (and in no event later than the expriation date of the term of such Option as set forth in Paragraph I. below). To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. Notwithstanding anything to the contrary contained in this Agreement, as of the date of the Optionee’s termination of Service for Cause, any unvested or unexercised portion of any Option shall terminate immediately and shall be of no further force or effect.

F. Disability of Optionee. Notwithstanding the provisions of Paragraph E. above, in the event of termination of an Optionee’s Service as a result of his or her Total and Permanent Disability, Optionee may, but only within two (2) years from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in Paragraph I. below), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

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G. Death of Optionee. In the event of termination of Optionee’s Service as a result of the death of Optionee, the Option may be exercised at any time within two (2) years 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. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

I. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

J. Acceleration of Vesting Upon a Change of Control. In the event there occurs a Change of Control of the Company (as hereafter defined) all Shares subject to the Option shall vest and become exercisable upon the effective date of any such Change of Control. For purposes of this Option Agreement, “Change of Control” shall be defined as the occurrence of any of the following: (i) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation but not including any public offering) in one or a series of related transactions of all or substantially all of the assets of the Company taken as a whole to any person (a “Person”) or group of Persons acting together (a “Group”) (other than any of the Company’s wholly-owned subsidiaries or any Company employee pension or benefits plan), (ii) the adoption of a plan relating to the liquidation or dissolution of the Company, (iii) the consummation of any transactions (including any stock or other purchase, sale, acquisition, disposition, merger, consolidation or reorganization, but not including any public offering) the result of which is that any Person or Group (other than any of the Company’s wholly-owned subsidiaries or any Company employee pension or benefits plan), becomes the beneficial owner of more than 40 percent of the aggregate voting power of all classes of stock of the Company having the right to elect directors under ordinary circumstances; or (iv) the first day on which a majority of the members of the board of directors of the Company (the “Board”) are not individuals who were nominated for election or elected to the Board with the approval of two-thirds of the members of the Board just prior to the time of such nomination or election.

K. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and state tax consequences of exercise of this Option and disposition of the Shares.

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THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(1)

Exercise of NSO. There may be a regular federal income tax liability and state income tax liability upon the exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If the Company determines it is required to withhold state or federal income tax as a result of the exercise of the Option, the Company may satisfy such withholding by collecting from Optionee an amount, in cash, or by retaining or not issuing such number of Shares with a Fair Market Value equal to the amount to be withheld.

(2)	Disposition of Shares. Any gain realized on disposition of the Shares held for at least one year should be treated as long-term capital gain for federal and state income tax purposes.

L. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. THIS AGREEMENT IS GOVERNED BY DELAWARE LAW EXCEPT FOR THAT BODY OF LAW PERTAINING TO CONFLICT OF LAWS.


	Autobytel Inc.
	a Delaware corporation

Dated as of: «DateGrant»	By:
		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		President
		Chief Executive Officer

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OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A DIRECTOR OF THE COMPANY (NOT THROUGH BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 RESTRICTED STOCK AND OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF SERVICE AS A DIRECTOR OF THE COMPANY.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.


		OPTIONEE

Dated as of: «DateGrant»
		«First_» «Last_»
		«▇▇▇▇▇▇▇_»
		«▇▇▇▇▇▇▇»
		«City», «ST» «ZIP»

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EXHIBIT A

2004 RESTRICTED STOCK AND OPTION PLAN

EXERCISE NOTICE

Autobytel Inc.

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Secretary

Exercise of Option. Effective as of today, , «First_» «Last_», the undersigned (“Optionee”), hereby elects to exercise Optionee’s option to purchase shares of the Common Stock (the “Shares”) of Autobytel Inc. (the “Company”) under and pursuant to the 2004 Restricted Stock and Option Plan (the “Plan”) and the [ ] Incentive [ü] Nonstatutory Stock Option Agreement dated «DateGrant» (the “Option Agreement”).

2.	Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

Rights as Shareholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5.2 of the Plan.

Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company’s Board of Directors or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.

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GOVERNING LAW; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO CONFLICTS OF LAW. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.

Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time to the other party.

9.	Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

10.	Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

11.

Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee.


Submitted by:		Accepted by:

OPTIONEE:		Autobytel Inc.

By:		By:
	«First_» «Last_»	Title:

Address:		Address:
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		▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

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Autobytel Inc. A Delaware Corporation 2004 RESTRICTED STOCK AND OPTION PLAN FORM OF OUTSIDE DIRECTOR STOCK OPTION AGREEMENT

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