This Indemnification Agreement (" Agreement ") is made and entered into as of ______________,
2010, by and between Autobytel Inc., a Delaware corporation (" Company "), and __________________ ("
In order to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the
Company and, in part, to induce Indemnitee to continue to provide services to the Company, the Company
wishes to provide for indemnification and advancement of expenses to Indemnitee to the maximum extent
permitted by law.
The Company's Amended and Restated Bylaws (" Bylaws ") and the Company's Fifth Amended and
Restated Certificate of Incorporation, as amended (" Certificate "), require that the Company indemnify the
directors, officers, employees and other agents of the Company, including persons serving at the request of the
Company in those capacities with other corporations or enterprises, as authorized by the General Corporation
Law of the State of Delaware, as amended (" DGCL "), and the Bylaws and the Certificate each expressly
provide that the indemnification provided therein is not exclusive and contemplates that the Company may enter
into separate agreements with its directors, officers, employees and other agents of the Company.
Indemnitee does not believe that the protection currently provided by applicable law, the Bylaws, the
Certificate and available insurance may be adequate under the circumstances, and the Company has determined
that Indemnitee and other directors, officers, employees and agents of the Company may not be willing to serve
or continue to serve in such capacities without additional protections. The Company desires and has requested
Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company, as the case
may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve