Exhibit
10.4
April 1, 2020
To:
Jared
Rowe
From:
Sara
Partin, Senior Vice President, Chief People Officer
Date:
April
1, 2020
Re:
Temporary
Monthly Base Salary Reduction Program (“Compensation
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
and your Travel and Housing Accommodation Monthly Allowance (as
defined in the Employment Agreement (as defined below) as
follows:
1.
Reduction
Period. Your base monthly salary and Travel and Housing
Accommodation Allowance will be reduced by the Salary Reduction
Percentage (as defined below) and the Housing Allowance Percentage
(as defined below), respectively, for the calendar months April,
May and June, 2020 (“Compensation Reduction Program
Period”).
2.
Amount
of Reduction. The reductions are as follows:
(a) Thirty
percent (30%) of base monthly salary (“Salary Reduction Percentage”);
and
(b) One
hundred percent (100%) of the Travel and Housing Accommodation
Monthly Allowance (“Housing
Allowance Percentage”).
3.
No
Impact on Other Compensation or Benefits. The 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 Compensation 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:
(a) The
temporary reduction in your base monthly salary will not impact or
reduce your severance benefits under your Employment Agreement
dated as of April 12, 2018, as amended by Amendment No. 1 to
Employment Agreement dated as of August 26, 2019
(“Employment
Agreement”). Your severance benefits under the
Employment Agreement will continue to be determined based on your
base annual salary in effect prior to the implementation of this
Compensation Reduction Program.
(b)
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 Employment
Agreement to terminate your employment with the Company for Good
Reason under Section 1(n)(A) of the Employment 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 in the Employment Agreement) occurs during
calendar year 2020, upon the occurrence of the Change in Control,
the aggregate amount of any base monthly salary and Travel and
Housing Accommodation Monthly Allowance that was subject to
reduction under this Compensation 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.
6.
Termination of
Program. The Company may elect at any time during the
Compensation Reduction Program Period to terminate the temporary
reduction in your base monthly salary and Travel and Housing
Accommodation Monthly Allowance.
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 Legal 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/ Jared
Rowe
Jared
Rowe