0001104659-06-033358 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT] TRAFFIC.COM, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 10th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware

This Director and Officer Indemnification Agreement, dated as of ______________, 2006 (this “Agreement”), is made by and between Traffic.com, Inc., a Delaware corporation (the “Company”), and __________________ (the “Indemnitee”).

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Executive Stock Option Agreement
Executive Stock Option Agreement • May 10th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware

TRAFFIC.COM, INC., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005 Long-Term Incentive Plan (the “Plan”), a copy of which is attached as Appendix A.

Stock Option Agreement
Stock Option Agreement • May 10th, 2006 • Traffic.com, Inc. • Services-advertising • Delaware

TRAFFIC.COM, INC., a Delaware corporation (the “Company”), hereby grants an option (the “Option”) to purchase shares of its common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Stock Option Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005 Long-Term Incentive Plan (the “Plan”), a copy of which is attached as Appendix A.

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