8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 17, 2007

Autobytel Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-22239	33-0711569
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18872 MacArthur Boulevard, Irvine, California	92612-1400
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 225-4500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2007, the Compensation Committee established performance criteria for the vesting of 200,000 options held by James E. Riesenbach, Chief Executive Officer and President, and 16,667 options held by Monty A. Houdeshell, Executive Vice President and Chief Financial Officer. The performance criteria are based upon the attainment by the Company of certain revenue, earnings before income taxes, depreciation and amortization (EBITDA) and strategic goals.

On July 19, 2007, the Company entered into a First Amendment to Employment Agreement with Ariel Amir, Executive Vice President and Chief Legal and Administrative Officer, providing for extension of the term of Mr. Amir’s Employment Agreement through July 19, 2009 and for one year renewal periods thereafter.

A copy of the First Amendment to Employment Agreement is attached hereto as exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 First Amendment to Employment Agreement, dated as of July 19, 2007, between the Company and Ariel Amir.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Autobytel Inc.
By:	/s/ Ariel Amir
	Ariel Amir, Executive Vice President and Chief Legal and Administrative Officer

Date: July 20, 2007

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	First Amendment to Employment Agreement, dated as of July 19, 2007, between the Company and Ariel Amir

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of July, 2007, by and between Autobytel Inc., a Delaware corporation (the “Company”), and Ariel Amir (the “Executive”).

RECITALS

WHEREAS, the Company and the Executive entered into an Employment Agreement, dated as of July 19, 2005, whereby the Executive was engaged as the Company’s Executive Vice President and Chief Legal and Administrative Officer (the “ Employment Agreement”).

WHEREAS, pursuant to the terms of the Employment Agreement, the term of the Employment Agreement renewed through July 19, 2007.

WHEREAS, the Company and Executive desire to amend the Employment Agreement to, among other things, extend the term of the Employment Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:

1. Amendment to Article 1, Section 1.2 of the Employment Agreement. Article 1, Section 1.2 of the Employment Agreement is hereby amended in its entirety to read as follows:

“1.2 TERM OF EMPLOYMENT. The Company hereby employs the Executive as the Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Company, and the Executive hereby accepts such employment by the Company, for a period (as such period may be extended, the “Term”) commencing on July 19, 2005 and expiring on the first to occur of (a) the termination of the Executive’s employment pursuant to Article 6, and (b) July 19, 2009 (the “Termination Date”). Provided that if the Executive’s employment has not previously been terminated pursuant to Article 6, the Executive’s employment pursuant to this Agreement shall automatically renew for additional one (1) year periods unless either party notifies the other party in writing of its desire not to renew the Executive’s employment under this Agreement no later than one-hundred twenty (120) days prior to the Termination Date or any applicable anniversary of the Termination Date (a “Non-Renewal Notice”). If the Company delivers the Non-Renewal Notice and the Executive does not terminate his employment prior to the end of the Term, then such non-renewal shall be deemed to be a termination by the Company of the Executive’s employment without Cause (as defined below) as of immediately prior to the expiration of the Term, and Section 6.2 shall govern such termination. If the Executive delivers the Non-Renewal Notice and the Company does not terminate the Executive’s employment prior to the end of the Term, then such non-renewal shall be deemed to be a termination by the Executive of his employment without Good Reason (as defined below) as of immediately prior to the expiration of the Term, and Section 6.4 shall govern such termination.”

2. Full Force and Effect. Except as amended or otherwise modified by Section 1 hereof, the Employment Agreement remains in full force and effect. The stock options referred to in Section 3.7 of the Agreement were granted in connection with the execution of the Agreement in 2005.

3. Governing Law. This Amendment shall be construed, interpreted and governed by the laws of the State of California, without giving effect to the principles of conflict of laws thereof.

4. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

AUTOBYTEL INC.
By:	/s/ James E. Riesenbach
Name:	James E. Riesenbach
Title:	CEO
	/s/ Ariel Amir
	ARIEL AMIR