Exhibit 10.1


 


TRAFFIC.COM


851
Duportail Road


Wayne, PA
19087


 


February 16, 2006


 


Mr. Brian Sisko


230 Oakwood Lane


Phoenixville, PA 19460


 


Dear Brian:


 


We are pleased to offer you employment with
Traffic.com ® (the Company) as Chief Legal Officer, Senior Vice President and
General Counsel reporting directly to me, Robert N. Verratti, Chief Executive
Officer, at our Wayne office. The purpose of this letter is to confirm the
terms of our offer to you.


 


Your official start date will be February 20,
2006. Your semi-monthly base compensation will be $8,333.33 (a rate equivalent
to $200,000.00 on an annualized basis), payable in accordance with normal
Company policy. In addition, you will be eligible to receive an annual
discretionary bonus, 50 percent of which will be based on your individual
performance and 50 percent of which will be based upon the Company’s overall
performance. Any increases in base compensation will be determined by the
Compensation Committee of the Board of Directors.


 


Subject to Board approval, you will also
receive an initial stock option grant of incentive stock options to purchase
Fifty Eight Thousand Three Hundred and Thirty Three (58,333) shares of the
Company’s common stock, exercisable at a price equal to the fair market value
of the Company’s common stock as of the date of grant. Such grant shall be made
at the next meeting of the Company’s Board of Directors. This option grant will
be subject to a four-year vesting period, with 25% vesting at the end of the
first year and 6.25% vesting per quarter thereafter until fully vested, and to
other terms and conditions set forth in the Company’s 2005 Long-term Incentive
Plan, as amended through the date hereof. Option grants are generally submitted
for approval at the first Board meeting held after the employee’s start date.


 


You will be eligible to participate in
Company fringe benefit programs. These benefits currently include medical,
vision, prescription, dental, disability, and group term life insurance and are
subject to change at the Company’s discretion. The Company also sponsors a
401(k) plan. All reasonable business expenses will be reimbursed subject to the
submission of an approved expense report.


 


With respect to vacation leave, you will be
eligible to receive vacation leave in the amount of twenty-five (25) days
during each year of your employment with the Company, which is accrued in
accordance with Company policy. Vacation leave usage is restricted to a maximum
of two consecutive weeks at a time. Any unused vacation leave is forfeit at the
end of each year of employment with the Company.


 


Additionally, the Company will provide you
with equipment as deemed necessary for your business use. Such equipment shall
be installed and maintained by the Company and subject to normal business practices.
Please note these items and all other business materials, including but not
limited to files, e-mails, disks, correspondence, and information thereon,
shall be returned to the Company upon the termination of your employment.


 


Your employment is contingent upon your
execution and return of the Confidential Information and Invention Assignment
Agreement. By signing this letter, you acknowledge that you are not a party to
any instrument or agreement with any other person or entity (other than the Company)
requiring or restricting the use or disclosure of any confidential information
or the provision by you of any employment services contemplated by this offer


 


Your employment is also subject to your
adherence to the Company’s Employee Handbook Revised March 2005 together
with any future revisions or amendments.


 


As a legal matter, please note that this
offer letter supersedes all previous discussions about the terms of your
employment with the Company. In addition, please be advised that you will be employed
as an “at will” employee, which means that either you or the Company can
terminate your employment at any time, for any reason, with or without notice.


 


We are pleased at the interest you have shown
in our Company and we took forward to having you as a colleague. If you have
any questions regarding the terms of our offer or any other matters regarding
your potential employment with us, please do not hesitate to contact me. If you
find the above terms acceptable, sign and return this letter to my attention
(please retain a copy for your records).


 

















 


	
  Sincerely

  
	
   

  
	
  /s/ Robert N. Verratti

  	
   

  
	
  Robert N. Verratti

  
	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  Accepted:

  
	
   

  
	
  BRIAN J. SISKO

  
	
   

  
	
  /s/ Brian J. Sisko

  	
   

  
	
   

  
	
  Date: 2/16/2006