AMENDMENT NO. 1 TO THE AUTOBYTEL INC. 2004 RESTRICTED STOCK AND OPTION PLAN

 

This Amendment No. 1 (this “Amendment No. 1”), dated as of May 1, 2009, to the Autobytel Inc. 2004 Restricted Stock and Option Plan, as amended (the “Plan”), is adopted by the Board of Directors (the “Board”) of Autobytel Inc., a Delaware corporation, pursuant to Section 8.1 of the Plan.

 

Effective as of the date hereof, the Plan is hereby amended by deleting Section 6.4(d)(ii) in its entirety and inserting in lieu thereof the following:

 

“(ii) Options shall be exercisable in full or in such equal or unequal installments as the Administrator shall determine; provided that if a Participant does not purchase all of the Shares which the Participant is entitled to purchase on a certain date or within an established installment period, the Participant’s right to purchase any unpurchased Shares shall continue during the Award Term (taking into account any early termination of such Award Term which may be provided for under this Plan).”

 

Except as specifically amended hereby, the Plan shall remain in full force and effect as in existence on the date hereof, and any reference to the Plan shall mean the Plan as amended hereby.

 

IN WITNESS WHEREOF, the Board has caused this Amendment No. 1 to be duly executed as of the day and year first above written.

 

By: /s/ Glenn E. Fuller                                                                

Glenn E. Fuller

Its: Executive Vice President, Chief Legal and

Administrative Officer and Secretary