Attached files
Exhibit
10.6
April 1, 2020
To:
Glenn
Fuller
From:
Sara
Partin, Senior Vice President, Chief People Officer
Date:
April
1, 2020
Re:
Temporary
Monthly Base Salary Reduction Program (“Salary Reduction
Program”)
In
light of the financial impact of the corona virus pandemic on
AutoWeb, Inc. (“Company”), the Company and you
have agreed to a temporary reduction in your base monthly salary as
follows:
1.
Reduction
Period. Your base monthly salary will be reduced by the
Salary Reduction Program Percentage (as defined below) for the
calendar months April, May and June, 2020 (“Salary Reduction Program
Period”).
2.
Amount
of Reduction. Ten percent (10%) of base monthly salary
(“Salary Reduction Program
Percentage”).
3.
No
Impact on Other Compensation or Benefits. This temporary
reduction in your base monthly salary will have no impact on any
other components of your compensation or benefits, and all such
compensation and benefits will continue to be determined based on
your base monthly and base annual salary in effect immediately
prior to the implementation of this Salary Reduction Program (or
based upon any higher amount as may be provided in the applicable
plan, agreement or arrangement). Without limiting the generality of
the foregoing:
(i) The
temporary reduction in your base monthly salary will not impact or
reduce your severance benefits under your Second Amended and
Restated Severance Benefits Agreement dated as of April 12, 2018
(“Severance Benefits
Agreement”). Your severance benefits under the
Severance Benefits Agreement will continue to be determined based
on your highest monthly base salary paid to you while employed by
the Company.
(ii)
Your incentive compensation payout, if any, under the
Company’s annual incentive compensation plan or any other
incentive plan, contract or arrangement will be determined based on
your base annual salary in accordance with the terms of the
applicable plan, contract or arrangement without giving effect to
this temporary reduction in base monthly salary.
4.
Waiver
of Good Reason Triggering of Severance Benefits Agreement.
You agree to waive any right you may have under the Severance
Benefits Agreement to terminate your employment with the Company
for Good Reason under Section 1(k)(A) of the Severance Benefits
Agreement as a result of this temporary reduction in your base
monthly salary.
5.
Make-Whole In the
Event of a Change in Control. In the event that a Change in
Control (as defined below) occurs during calendar year 2020, upon
the occurrence of the Change in Control, the aggregate amount of
any base monthly salary that was subject to reduction under this
Salary Reduction Program shall be paid to you in one lump sum
payment (less required applicable federal, state and local payroll
deductions and withholdings) upon the occurrence of the Change in
Control. For purposes of this paragraph 5, “Change in
Control” means the occurrence of any one of the following
events:
(i)
During any twenty-four (24) month period, individuals
(“Incumbent
Directors”) who, as of the beginning of such period,
constitute the board of directors of the Company
(“Board”) cease
for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the
beginning of such period whose election or nomination for election
was approved by a vote of at least a majority of the Incumbent
Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person
is named as a nominee for director, without written objection to
such nomination) will be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened
solicitation of proxies by or on behalf of any person other than
the Board will be deemed to be an Incumbent Director;
(ii) Any
“person” (as
such term is defined in the Securities Exchange Act of 1934, as
amended (“Exchange
Act”), and as used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act) is or becomes a “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined
voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (“Company Voting Securities”);
provided, however, that the
event described in this subparagraph 5(ii) will not be deemed to be
a Change in Control by virtue of any of the following acquisitions:
(1) by the Company or any Subsidiary, (2) by any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any Subsidiary, (3) by any underwriter temporarily holding
securities pursuant to an offering of such securities, (4) pursuant
to a Non-Qualifying Transaction, as defined in subparagraph 5(iii)
below, or (5) the acquisition of additional stock by any one
person, who owns more than 50% of the total voting power of the
stock of the Company prior to such acquisition;
(iii)
The consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the
Company or any of its Subsidiaries that requires the approval of
the Company’s stockholders, whether for such transaction or
the issuance of securities in the transaction (a
“Business
Combination”), unless immediately following such
Business Combination: (i) more than 50% of the total voting power
of (A) the corporation resulting from such Business Combination
(“Surviving
Corporation”), or (B) if applicable, the ultimate
parent corporation that directly or indirectly has beneficial
ownership of 100% of the voting securities eligible to elect
directors of the Surviving Corporation (“Parent Corporation”), is
represented by Company Voting Securities that were outstanding
immediately prior to such Business Combination (or, if applicable,
is represented by shares into which such Company Voting Securities
were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities
among the holders thereof immediately prior to the Business
Combination, (ii) no person (other than any employee benefit plan
(or related trust) sponsored or maintained by the Surviving
Corporation or the Parent Corporation), is or becomes the
beneficial owner, directly or indirectly, of 50% or more of the
total voting power of the outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no
Parent Corporation, the Surviving Corporation) and (iii) at least a
majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) following the consummation of the Business Combination
were Incumbent Directors at the time of the Board’s approval
of the execution of the initial agreement providing for such
Business Combination (any Business Combination which satisfies all
of the criteria specified in subparagraphs 5(i), (ii) and (iii)
above is deemed to be a “Non-Qualifying Transaction”);
or
(iv)
The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or the consummation of a
sale of all or substantially all of the Company’s assets
provided, however, that any
such event shall not constitute a Change in Control
(“Liquidation or Asset Sale
Event”) (i) if immediately following the consummation
of such event more than 50% of the total voting power of (A) the
corporation resulting from such event (“Acquirer Corporation”), or (B) if
applicable, the ultimate parent corporation that directly or
indirectly has beneficial ownership of 100% of the voting
securities eligible to elect directors of the Acquirer Corporation
(“Parent Acquirer
Corporation”), is represented by Company Voting
Securities that were outstanding immediately prior to such
Liquidation or Asset Sale Event (or, if applicable, is represented
by shares into which such Company Voting Securities were converted
pursuant to such Liquidation or Asset Sale Event); (ii) the
transfer is to a person, that owned, directly or indirectly, 50% or
more of the total voting power of the Company prior to the transfer
or to an entity, at least 50% of the total voting power of which is
owned, directly or indirectly, by such a person.
For
purposes of this definition of Change in Control, the term
“Subsidiary”
means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company if, at the relevant time
each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in the chain. For purposes of this definition, the
term “corporation” has the meaning prescribed in
Section 7701(a)(3) of the Internal Revenue Code of
1986, as amended, and the rules and regulations promulgated
thereunder.
6.
Termination of
Program. The Company may elect at any time during the
Reduction Program Period to terminate the temporary reduction in
your base monthly salary.
7.
Employment
At-Will. As a reminder, your employment with the Company is
at-will, not for a specified term, and may be terminated by the
Company or you at any time, with or without cause or good reason
and with or without prior, advance notice. This
“at-will” employment status will remain in effect
throughout the term of your employment by the Company and cannot be
modified except by a written document executed by both parties
(which in the case of the Company, must be executed by the
Company’s Chief People Officer or Chief Executive Officer)
and that expressly negates the “at-will” employment
status.
AutoWeb, Inc.
By: /s/ Sara Partin
Sara
Partin
Senior
Vice President, Chief People Officer
Accepted
and Agreed:
/s/ Glenn
Fuller
Glenn
Fuller