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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/15 AutoWeb, Inc. 10-K 12/31/14 84:7.4M SEC Connect |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 944K 2: EX-10.8 Form of Employee Stock Option Agreement Under the HTML 80K Autobytel Inc. Amended and Restated 2001 Restricted Stock and Option Plan 3: EX-21.1 Subsidiaries of Autobytel Inc. HTML 22K 4: EX-23.1 Consent of Independent Registered Public HTML 23K Accounting Firm, Moss Adams LLP 5: EX-31.1 Chief Executive Officer Section 302 Certification HTML 32K of Periodic Report Dated February 26, 2015 6: EX-31.2 Chief Financial Officer Section 302 Certification HTML 32K of Periodic Report Dated February 26, 2015 7: EX-32.1 Chief Executive Officer and Chief Financial HTML 27K Officer Section 906 Certification of Periodic Report Dated February 26, 2015 57: R1 Document and Entity Information HTML 52K 45: R2 Consolidated Balance Sheets HTML 126K 55: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K 59: R4 Consolidated Statements of Income and HTML 83K Comprehensive Income 78: R5 Consolidated Statements of Income and HTML 25K Comprehensive Income (Parenthetical) 47: R6 Consolidated Statements of Cash Flows HTML 134K 54: R7 Consolidated Statements of Stockholders' Equity HTML 74K 41: R8 Organization and Operations of Autobytel HTML 32K 30: R9 Summary of Significant Accounting Policies HTML 80K 79: R10 Acquisitions HTML 72K 61: R11 Investments HTML 44K 60: R12 Selected Balance Sheet Accounts HTML 67K 66: R13 Credit Facility HTML 30K 67: R14 Commitments and Contingencies HTML 33K 64: R15 Retirement Savings Plan HTML 27K 68: R16 Stockholders’ Equity HTML 78K 56: R17 Income Taxes HTML 83K 58: R18 Quarterly Financial Data (Unaudited) HTML 43K 63: R19 Schedule Ii - Valuation and Qualifying Accounts HTML 38K 84: R20 Summary of Significant Accounting Policies HTML 160K (Policies) 74: R21 Summary of Significant Accounting Policies HTML 32K (Tables) 51: R22 Acquisitions (Tables) HTML 67K 62: R23 Investments (Tables) HTML 33K 53: R24 Selected Balance Sheet Accounts (Tables) HTML 70K 22: R25 Commitments and Contingencies (Tables) HTML 28K 75: R26 Stockholders’ Equity (Tables) HTML 66K 81: R27 Income Taxes (Tables) HTML 81K 36: R28 Quarterly Financial Data (Unaudited) (Tables) HTML 42K 35: R29 Schedule Ii - Valuation and Qualifying Accounts HTML 37K (Tables) 39: R30 Organization and Operations of Autobytel (Details HTML 30K Narrative) 40: R31 Summary of Significant Accounting Policies HTML 40K (Details) 42: R32 Summary of Significant Accounting Policies HTML 127K (Details Narratives) 20: R33 Acquisitions (Details) HTML 32K 72: R34 Acquisitions (Details 1) HTML 35K 49: R35 Acquisitions (Details 2) HTML 42K 52: R36 Acquisitions (Details 3) HTML 28K 25: R37 Acquisitions (Details 4) HTML 30K 83: R38 Acquisitions (Details 5) HTML 35K 14: R39 Acquisitions (Details 6) HTML 42K 43: R40 Acquisitions (Details 7) HTML 28K 77: R41 Acquisitions (Details Narratives) HTML 88K 24: R42 Investments (Details) HTML 42K 33: R43 Investments (Details Narrative) HTML 77K 38: R44 Selected Balance Sheet Accounts (Details) HTML 42K 46: R45 Selected Balance Sheet Accounts (Details 1) HTML 70K 19: R46 Selected Balance Sheet Accounts (Details 2) HTML 38K 29: R47 Selected Balance Sheet Accounts (Details 3) HTML 28K 16: R48 Selected Balance Sheet Accounts (Details 4) HTML 38K 76: R49 Selected Balance Sheet Accounts (Details HTML 84K Narrative) 23: R50 Credit Facility (Details Narrative) HTML 45K 73: R51 Commitments and Contingencies (Details) HTML 35K 26: R52 Commitments and Contingencies (Detail Narratives) HTML 41K 44: R53 Retirement Savings Plan (Details Narratives) HTML 31K 15: R54 Stockholders’ Equity (Details) HTML 48K 18: R55 Stockholders’ Equity (Details 1) HTML 33K 37: R56 Stockholders’ Equity (Details 2) HTML 81K 21: R57 Stockholders’ Equity (Details 3) HTML 37K 80: R58 Stockholders’ Equity (Details Narrative) HTML 128K 48: R59 Income Taxes (Details Narrative) HTML 76K 65: R60 Income Taxes (Details) HTML 56K 28: R61 Income Taxes (Details 1) HTML 60K 31: R62 Income Taxes (Details 2) HTML 65K 71: R63 Income Taxes (Details 3) HTML 35K 69: R64 Income Taxes (Details 4) HTML 33K 50: R65 Income Taxes (Details 5) HTML 29K 70: R66 Quarterly Financial Data (Unaudited) (Details) HTML 53K 27: R67 Schedule Ii - Valuation and Qualifying Accounts HTML 51K (Details) 82: XML IDEA XML File -- Filing Summary XML 125K 17: EXCEL IDEA Workbook of Financial Reports XLSX 177K 32: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 851K 8: EX-101.INS XBRL Instance -- abtl-20141231 XML 1.41M 10: EX-101.CAL XBRL Calculations -- abtl-20141231_cal XML 190K 11: EX-101.DEF XBRL Definitions -- abtl-20141231_def XML 622K 12: EX-101.LAB XBRL Labels -- abtl-20141231_lab XML 1.04M 13: EX-101.PRE XBRL Presentations -- abtl-20141231_pre XML 926K 9: EX-101.SCH XBRL Schema -- abtl-20141231 XSD 143K 34: ZIP XBRL Zipped Folder -- 0001415889-15-000688-xbrl Zip 148K
Date of Grant:
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Vesting Commencement Date:
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Exercise Price per Share:
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Total Number of Shares Granted:
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Type of Option:
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Nonstatutory Option | ||
Term/Expiration Date:
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The tenth anniversary of the Date of Grant |
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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 including the limitations on exercise set forth in Section I, paragraph A of this Option. In the event of Optionee’s death, Disability, other termination of the employment with the Company or a Change in 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 person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. If properly exercised, 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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(3)
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surrender of other shares of Common Stock 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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(1)
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Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or state income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.
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(2)
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Exercise of ISO Following Disability. If the Optionee’s employment with the Company terminates as a result of disability that is not a disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.
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(3)
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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 Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.
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(4)
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Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares should be treated as long-term capital gain for federal and state income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares should also be treated as long-term capital gain for federal and state income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2)
the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.
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(5)
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Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.
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Autobytel Inc., a Delaware corporation
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Dated as of:
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By:
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Its:
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1.
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Exercise of Option. Effective as of today, __________________, [Optionee Name], the undersigned (“Optionee”), hereby elects to exercise Optionee’s option to purchase ___________ shares of the Common Stock (“Shares”) of the Company under and pursuant to the Plan and the [ ] Incentive [X] Nonstatutory Stock Option Agreement dated _________ (“Option Agreement”).
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2.
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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.
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3.
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Rights as Stockholder. 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 stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate or if Shares are not certificated, then the Company shall register ownership in the Shares in book entry form, 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 or book entry is made, except as provided in Section 5.2 of the Plan.
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4.
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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. Optionee further agrees to notify the Company upon the disposition of any Shares acquired pursuant to the exercise of an Incentive Stock Option.
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5.
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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.
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6.
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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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7.
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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, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, AND FOR U.S. FEDERAL TAX PURPOSES, U.S. FEDERAL 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.
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8.
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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.
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9.
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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.
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10.
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Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.
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11.
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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.
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Submitted by:
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Accepted by: | |||
OPTIONEE: | Autobytel Inc. | |||
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By: | By: | |||
[Optionee Name] | ||||
Title: | ||||
Address: | Address: | |||
______________________________ | 18872 MacArthur Boulevard, Suite 200 | |||
______________________________ | Irvine, CA 92612-1400 |
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 2/26/15 | 8-K | ||
For Period end: | 12/31/14 | ARS | ||
List all Filings |