**Exhibit 10.3.2**

**Executive Stock Option Agreement**

**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 namedbelow. The terms and conditions of the Option are set forth in this StockOption Agreement (the “Agreement”), and in the Traffic.Com, Inc. 2005Long-Term Incentive Plan (the “Plan”), a copy of which is attached as AppendixA.
| **Date of Option Grant**                            |                                   ,  20                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Vesting Commencement Date**                       |                                   ,  20      **      Expiration  Date**                                ,  20                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| **Participant’s Name**                         | **                                                                SSN                                   **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
| **Type of Option**

(Check applicable  box(es))     | The Option iso  an Incentive Stock Optiono a Nonstatutory Stock  Option                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | o The  Option is granted with respect to Restricted Stock(If this box is checked,  see attached Schedule of Restrictions) |   |
| **Number of Shares**                                |                             Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **Exercise Price**                                  | $                      per Share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **Vesting**

(Check applicable  box(es))            | **The  Option shall vest in accordance with one of the following:**

£***Performance Objectives:*** If this  box is checked, the Option will vest upon achievement of the Performance  Objectives listed on the attached Schedule of Performance Objectives.

£***Time Vesting Schedule:*** If this  box is checked, the Option will vest according to the Vesting Schedule below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
|                                                | The Option shall initially be unvested and shall  vest (i) twenty-five percent (25%) on the first anniversary of the  Vesting Commencement Date and (ii) the balance of the Option in twelve  (12) successive equal quarterly installments over the thirty-six (36) month  period measured from the first anniversary of the Vesting Commencement Date.  In no event shall any additional portion of the Option vest after  Participant’s Termination of Service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| **Termination of Service Prior to Expiration Date** | If the Participant has a Termination of Service (not  for Cause) prior to the Expiration Date, the time to exercise the Option  shall be limited, as follows:

·  Unless the Termination of Service is the  result of the Participant’s death or Disability, the Participant may exercise  the Option up to             months after the Termination of Service.

·  If the Termination of Service is the result  of the Participant’s Disability, the Participant may exercise the Option up  to            months  after the Termination of Service.

·  If the Termination of Service is the result  of the Participant’s death, the Participant’s Beneficiary may exercise the  Option up to             months after the Termination of Service.

·  If the Termination of Service is for Cause,  as defined hereinafter, the Option shall immediately expire and shall be null  and void. |   |
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |

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***My signature at the end of this Agreement, as theParticipant,  indicates that I understandand agree to the terms and conditions set forth in this Agreement and the Plan.***

 

**Initials:          Date:                        **

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**EXECUTIVESTOCK OPTION AGREEMENT**

ThisAgreement evidences the grant of an Option under the Traffic.Com, Inc.2005 Long-Term Incentive Plan. The name of the recipient, the number of Sharescovered by the Option, and other variable terms are set forth in the coverpage, which is part of this Agreement. The words “you,” “your,” and similarterms refer to the Participant to whom this Option is granted.

**TheOption is subject to the following terms and conditions:**

** **
| **Definitions and the Plan**                       |   | All capitalized terms that are not otherwise defined  in this Agreement have the meanings set forth in the Plan, the text of which  is incorporated into this Agreement by reference. In case of any conflict  between this Agreement and the Plan, the terms of the Plan shall control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Term**                                           |   | Subject to the Termination of Service provisions set  forth in the cover page and the provisions that apply in case of  Termination of Service for Cause (and, for an Incentive Stock Option,  Section 5.3(a) of the Plan), this Option shall expire at  5:00 p.m. Eastern Time on the Expiration Date set forth in the cover  page.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Number of Shares and Exercise Price**            |   | To the extent vested (and prior to the end of the  Term described above), this Option gives you the right to purchase the number  of Shares set forth on the cover page, at the Exercise Price set forth on the  cover page.

·  The Exercise Price is subject to  Section 5.3(b) of the Plan, which provides that the Exercise Price  may not be less than the Fair Market Value (or, if this Option is an  Incentive Stock Option and you are a 10% Stockholder, 110% of the Fair Market  Value) of the Shares on the Date of Option Grant.

·  The number of Shares and/or Exercise Price  may be adjusted to reflect a stock split or other corporate transaction or  event, in the sole discretion of the Administrator.                                                                                                                                                                                                                                                                                                                                  |
| **Vesting**                                        |   | The cover page indicates whether the criteria  for vesting are (i) achievement of the Performance Objectives set forth  in the attached schedule or (ii) continued service in accordance with  the Vesting Schedule set forth in the cover page.

·  With respect to any portion of this Option  that vests according to the Vesting Schedule set forth in the cover page, a  leave of absence of more than three month, unless otherwise is provided by  the Administrator or a Company policy, shall not count as service, except as  required by law.

·  Any portion of this Option that vests upon  achievement of Performance Objectives shall not be deemed to have vested  until the Administrator certifies in writing that the applicable Performance  Objectives and other material terms of the Agreement have been satisfied.

In addition, this Option shall vest upon the occurrence  of any vesting event (for example, onset of disability or change of control)  set forth in a separate written agreement between you and the Company. |
| **Special Provisions for Incentive Stock Options** |   | If this Option is an Incentive Stock Option, the following  provisions apply:

·  Although the Option is intended to be an  Incentive Stock Option, the Company does not warrant that the Option will be  treated as an Incentive Stock Option for tax purposes. To the extent that the  Option fails for any reason to satisfy the requirements applicable to  Incentive Stock Options, the Option or such portion thereof shall be a  Nonqualified Stock Option.

·  The Option will not be treated as an  Incentive Stock Option for tax purposes if you sell or otherwise dispose of  Shares issued upon exercise before the later of: (i) the                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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|                           |   |     first anniversary of the date the Shares  are delivered to you, or (ii) the second anniversary of the Date of  Option Grant. Any earlier sale or disposition of the Shares will be a  “disqualifying disposition.” You must notify the Company of any disqualifying  disposition within 30 days after a disqualifying disposition occurs.

·  Any portion of the Option that is exercised  more than three months after your Termination of Service for any reason other  than Disability or death (to the extent the Option has not expired) shall be  treated as a Nonstatutory Stock Option. If you die before exercising the  Option, it may be treated as an Incentive Stock Option only to the extent  that the Option would have been treated as an Incentive Stock Option if you  had exercised it on the date of your death.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Exercise**              |   | To exercise all or any  part of this Option, you (or your Beneficiary, in the case of exercise after  your death) must complete a Notice of Exercise, which may be written or  electronic, and file it at the principal office of the Company (Attn:  Corporate Secretary). Your Notice of Exercise must indicate the number of  Shares you wish to purchase and will not be accepted if it is incomplete. You  may not purchase fractional Shares; Any request for fractional Shares will be  rounded down to the next lowest whole number of Shares.

A sample Notice of  Exercise appears as Appendix B to this Agreement.

*You will not have any of the rights of a  stockholder until (1) you exercise the Option; (2)  the Company  receives full payment for the Shares, and (3) you pay or otherwise  provide for the satisfaction of the Company of the Withholding obligations.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Payment Upon Exercise** |   | When you (or your  Beneficiary) submit your Notice of Exercise, you must include payment of the  Exercise Price for the Shares you are purchasing. (You might also have to  include payment for tax withholding, as described below.) Unless approved by  the Administrator, payment for the Shares must be made by cash or check made  payable to the Company. With approval from the Administrator, however,  payment may be made in either of the following forms:

·  *Tender or Attestation of  Shares*: You may tender whole Shares to the Company with a Fair  Market Value equal to the Exercise Price. Instead of actually tendering  Shares to the Company, you may attest that you own Shares with a Fair Market  Value equal to the Exercise Price, and the Company will reduce the number of  Shares issuable upon exercise by the number of Shares required to cover the  Exercise Price. Shares attested to or tendered in order to pay the Exercise  Price may not be Restricted Stock, and you must have owned the Shares for at  least six months.

·  *Broker-Assisted Cashless  Exercise*: You may instruct the Company to deliver the Shares  issuable upon exercise to a broker (acceptable to the Company); you must give  the broker irrevocable instructions to sell enough Shares to pay the Exercise  Price and to deliver the Exercise Price to the Company. For purposes of a  broker-assisted cashless exercise, the Shares are deemed to have a Fair  Market Value on the Option exercise date equal to the price at which the  broker sold the Shares to pay the Exercise Price. (Because of the  rules prohibiting directors and executive officers from receiving loans  or other extensions of credit from the Company, directors and executive  officers of the Company are not eligible to use the cashless exercise  method.)

All or part of the  Option is deemed exercised when the Administrator receives (i) your (or  your Beneficiary’s) Notice of Exercise and (ii) full payment for the  Shares with respect to which the Option is exercised.

The Administrator or the Company may for any reason  decline to accept payment by exchange of Shares, or may impose such  limitations or restrictions on the form of payment as it deems advisable. |

 

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| **Withholding**                                      |   | If you received the  Option as an employee, the Company must withhold income and employment taxes  when you (or your Beneficiary) exercise the Option. The Company may either  (i) require you (or your Beneficiary) to remit to the Company cash  and/or Shares in an amount sufficient to satisfy all federal, state, and  local withholding obligations, or (ii) upon your request and with approval  from the Administrator, withhold Shares that would otherwise be delivered.

As set forth in Section 10.8(a) of the  Plan, you remain responsible at all times for paying any federal, state, and  local income and employment taxes with respect to this Award. Traffic.Com is  not responsible for any liability or penalty that you incur by failing to  make timely payments of tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Nontransferability**                               |   | Unless the Administrator determines otherwise, you  may not transfer the Option, except by will or the laws of descent or  distribution. (The person(s) to whom the Option is passed by will or the  laws of descent or distribution is your Beneficiary.) However, if approved by  the Administrator (subject to terms and conditions that the Administrator may  establish), and provided that this Option is a Nonstatutory Stock Option, you  may transfer all or part of the Option to a member of your immediate family  (i.e., spouse, child, stepchild, grandchild, parent, grandparent, or  sibling).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Restrictions on Exercise, Delivery, and Resale**   |   | ·  You may not exercise this Option or sell any  Shares acquired under this Option at a time when the exercise or sale would  be prohibited under Applicable Laws.

·  You may not exercise this Option after an  event constituting “Cause” (as defined in the following section) occurs,  unless you are notified by the Administrator your right to exercise has been  reinstated.

·  As set forth in Section 10.6 of the  Plan, Shares shall not be delivered until (i) all conditions of the  Option have been met to the satisfaction of the Administrator, (ii) all  other legal matters in connection with the issuance and delivery of the  Shares have been satisfied, and (iii) you have executed and delivered to  the Company all representations and agreements as are necessary and appropriate  to satisfy the requirements of any Applicable Laws. 

·  As set forth in Section 10.7 of the  Plan, the Company shall not be liable for any delay in obtaining regulatory  authority that it deems necessary to issue Shares.

If the cover page indicates that this Option is  granted with respect to Restricted Stock, the Shares you acquire by  exercising the Option might be subject to additional restrictions, and you  might forfeit the Shares if you fail to meet the vesting conditions specified  in the Restricted Stock Agreement. Consult the Company concerning the nature  of any restrictions before you exercise an Option to acquire Restricted  Stock. |
| **Forfeiture Upon Termination of Service for Cause** |   | If you experience a  Termination of Service that is initiated by the Company for “Cause” (as  defined below) while the Option is outstanding, this Option (whether vested  or not vested) shall immediately expire and shall be null and void.

If you are covered by  an employment agreement or consulting agreement at the time of your  Termination of Service, and if the employment agreement or consulting  agreement includes provisions relating to termination for cause, your  termination for cause within the meaning of the employment agreement or  consulting agreement shall constitute a Termination of Service for “Cause”  within the meaning of this Agreement.

If you are not covered by an employment agreement or  consulting agreement that includes provisions relating to termination for  cause, “*Cause*” shall mean (i) any breach  or violation by you of any agreement between you and the Company or an  Affiliate; (ii) any act or omission to act by you that would be  reasonably likely to have the effect of injuring the reputation, business, or  business relationships of the Company, or of impairing your ability to  perform services for the Company or an Affiliate; (iii) your                                                                                                                                                                                                                                                                                                   |

 

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|                          |   | conviction (including without limitation a plea of  guilty or nolo contendere) of any crime other than an ordinary traffic  violation; (iv) any material misconduct or willful and deliberate  non-performance of duties by you in connection with the Company’s or an  Affiliate’s business or affairs; (v) your theft, dishonesty,  misrepresentation, or falsification of the Company’s or an Affiliate’s  documents or records; (vi) your improper use or disclosure of the  Company’s or an Affiliate’s confidential or proprietary information; or  (vii) your use of the Company’s or an Affiliate’s facilities, premises,  or property to conduct unlawful or unauthorized activities or transactions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Reorganization Event** |   | Subject to the  provisions set forth below, upon the occurrence of a Reorganization Event,  the Option shall be assumed or an equivalent option substituted by the  successor corporation or a Parent or Subsidiary of the successor corporation.

In the event that the  successor corporation does not assume (within the meaning of  Section 11.2 of the Plan) the Option or an equivalent option is not  substituted, then the Administrator shall have the authority to provide in  its discretion that one of the following will occur, and will provide you  with written or electronic notice thereof: (i) any unvested Options and  any vested Options that are not exercised shall terminate and be canceled  upon such Reorganization Event; or (ii) the Option will become  exercisable in full or in part, as determined by the Administrator, as of a  specified time prior to the Reorganization Event and will terminate  immediately prior to the consummation of such Reorganization Event, except to  the extent exercised by you prior to the consummation of the Reorganization  Event; or (iii) the Option will terminate upon consummation of such  Reorganization Event and you will receive, in exchange for all or any portion  of such Option, as is designated by the Administrator, a cash payment equal  to the amount (if any) by which (A) the Acquisition Price multiplied by  the number of Option Shares subject to the portion of the Option designated  by the Administrator, exceeds (B) the aggregate Exercise Price of the Option  or designated portion thereof.

If the Option is  assumed in connection with a Reorganization Event, then the Option shall be  appropriately adjusted, immediately after such Reorganization Event, to apply  to the number and class of securities which would have been issuable to you  in consummation of such Reorganization Event had the Option been exercised in  full immediately prior to such Reorganization Event, and appropriate  adjustments shall also be made to the Exercise Price, provided that the  aggregate Exercise Price shall remain the same.

This Agreement shall not, in any way, affect the  right of the Company to adjust, reclassify, reorganize or to otherwise change  its capital or business structure or to merge, consolidate, dissolve,  liquidate or sell or transfer all or any part of its business or assets. |
| **Adjustments**          |   | In the event that there is any stock dividend that  is paid on the Shares in Shares, or any stock split, reverse stock split,  combination or reclassification of Shares, or any other increase in the number  of outstanding Shares without receipt of consideration by the Company, then  the total number and/or class of securities subject to the Option and the  Exercise Price of the Option shall be appropriately adjusted, in such manner  as the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

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|                                     |   | Administrator in its sole discretion deems  equitable, in order to prevent dilution or enlargement of your rights under  the Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Lock-up Provision**               |   | If the Company proposes to make a public offering of  Shares, the Company or an underwriter might request that you not sell or  otherwise dispose (directly or indirectly) of Shares delivered under this  Agreement for a reasonable period (not to exceed 180 days) after the  offering. You hereby agree to enter into such a lock-up agreement, whether  such public offering occurs before or after you exercise your Option. Your  right to any Shares received under this Agreement is contingent on your  agreeing to comply with such a request.                                                                                                                                                                                     |
| **Notices**                         |   | ·  Any notice from you to the Company with  regard to this Agreement, must be in writing and shall be deemed effective  when it is received by the Secretary of the Company at the Company’s  principal office.

·  Any notice from the Company to you with  regard to this Agreement, must be in writing and shall be deemed effective  when it is personally delivered to you or when it is deposited in the U.S.  Mail at the address set forth under your signature, with postage and fees  prepaid.                                                                                                                                                                                                             |
| **Not an Employment Contract**      |   | This Agreement is not an employment agreement and  does not give you any right to continued employment (or other service  relationship) with the Company or an Affiliate. Unless provided otherwise in  a written agreement between you and the Company or an Affiliate, your  employment (or other service relationship) is “at-will” and may be terminated  at any time and for any reason.                                                                                                                                                                                                                                                                                                                                       |
| **Amendment and Termination**       |   | This Agreement may be amended or terminated by  mutual agreement, in writing, signed by you and the Company. To the extent  required or appropriate, as determined by the Administrator, to comply with  an Applicable Law or to comply with or conform to am accounting principle,  this Agreement may be amended by the Company without your consent. In  addition, as set forth in Section 12.5 of the Plan, the Administrator  reserves the right to adjust the terms of this Agreement in connection with  any unusual or nonrecurring events affecting the Company or an Affiliate. By  way of example, the Company may respond to an unusual or nonrecurring event  by temporarily suspending your right to exercise this Option. |
| **Governing Law**                   |   | As set forth in Section 13.2 of the Plan, this  Agreement shall be governed by and interpreted in accordance with Delaware  law (without regard to any principles of Delaware law that might direct resolution  to the laws of a different jurisdiction).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Severability**                    |   | As set forth in Section 13.5 of the Plan, any  provision in this Agreement that is determined to be unenforceable shall be  construed or deemed to be amended to resolve the applicable infirmity, unless  the Administrator determines that the infirmity cannot be resolved without  materially changing the Agreement, in which case the provision shall be  stricken (as it applies in the jurisdiction where it is invalid) and the  remainder of Agreement shall remain in effect.                                                                                                                                                                                                                                                 |
| **Waiver**                          |   | The waiver by you or the Company of any provision of  this Agreement at any time or for any purpose shall not operate as or be  construed to be a waiver of the same or any other provision of this Agreement  at any subsequent time or for any other purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Interpretation and Construction** |   | This Agreement shall be construed and interpreted by  the Administrator, in its sole discretion. Any interpretation or other  determination by the Administrator (including without limitation correction  of any defect or omission and reconciliation of any inconsistency in the  Agreement or the Plan) shall be binding and conclusive.                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Headings**                        |   | The headings in this Agreement are provided solely  as a convenience to facilitate reference. The headings shall not be relevant  for purposes of construing or interpreting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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|                          |   | any part of this Agreement.                                                                                                                                                                                     |
|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Entire Understanding** |   | This Agreement and the Plan constitute the entire  understanding between you and the Company regarding this Option. Any prior  agreements, commitments, or negotiations concerning this Option are  superseded. |

 
| **TRAFFIC.COM, INC.** |   |
|----------------------------|--------|
| By:                        |   |   |
| Title:                     |   |   |

 

I have read this Agreement and the Plan, and I understand and agree totheir terms and conditions.
|        |                                   |
|--------|----------------------------------------|
|   | Participant’s Signature           |
|   |                                   |
|   | Participant’s Name (please print) |
|   |                                   |
|   |                                   |
|   | Participant’s Address             |

** **

** **

**AppendixA:Copy of Traffic.Com, Inc. 2005 Long -term incentive Plan**

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**AppendixB:Sample Notice of Exercise**
|        | Name:    |                                                                                                                                                                                                                                      |
|--------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Address: |                                                                                                                                                                                                                                      |
|   |     |                                                                                                                                                                                                                                      |
|   |     |                                                                                                                                                                                                                                      |
|   | Date:    |                               ,  20         |

** **

**Traffic.Com, Inc.**851 Duportail Road,Wayne, PA 19087**Attention**: Corporate Secretary

Byan Executive Stock Option Agreement dated                               ,20       (the “Option Agreement”), I amthe holder of an Option granted under the Traffic.Com, Inc. 2005 Long-TermIncentive Plan (the “Plan”) to purchase up to                         shares of Traffic.Com common stock (the “Shares”) at an exercise price of $                  per Share. My Option is (circle one) [an Incentive] [a Nonstatutory] StockOption.

Ihereby exercise my Option to purchase                     Shares, for which the total exercise price is $                        .I have arranged to pay the exercise price as follows:

£                                     I am enclosing with this notice a check for $                            .

£                                     With approval from the Administrator of thePlan (the “Administrator”), I have arranged to tender                       Shares, with a Fair Market Value of $                      .I certify that I have owned the Shares that I am tendering for more than sixmonths and that the Shares are not restricted.

£                                     With approval from the Administrator, Ihereby attest that I have owned                     Shares,with a current Fair Market Value of $                      ,for more than six months, and that I continue to own such Shares. I acquiredthese Shares on                             [insert date] for a purchase price of $                        .I authorize Traffic.Com to reduce the number of Shares deliverable uponexercise by the number of Shares whose ownership I have attested.

£                                     With approval from the Administrator, Ihereby instruct Traffic.Com to deliver the Option Shares to                                               (the “Broker”) to be credited to my account number                           .The Broker’s address and telephone number are:                                                                                                                                               .I certify that I have instructed the Broker to sell Shares with a Fair MarketValue of at least $                      (after any commissions or other expenses of the sale), and to deliver $                        to Traffic.Com from the proceeds of the sale.

Iunderstand that my Option may be exercised only to the extent that it isvested, and that it will not be deemed exercised with respect to any Sharesuntil the exercise price has been received by the Corporate Secretary ofTraffic.Com (or by a person designated by the Corporate Secretary).

Iunderstand the nature of the investment I am making and the financial risksthereof. I am aware that if I received my Option as an employee of Traffic.com,exercise of my Option might trigger certain federal, state, and local taxwithholding obligations. I have arranged to satisfy the withholding obligationsin the following manner:

£                                     I am enclosing with this notice a check for $                              ,which Traffic.Com has determined to be sufficient to satisfy all withholdingobligations.

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£                                     With approval from the Administrator, Iauthorize Traffic.Com to withhold Shares with a Fair Market Value equal to theamount that must be withheld. I understand that only whole Shares will bewithheld and that any fractional Shares required to be withheld will be roundedup to the next whole Share.

Notwithstandingthe provisions for withholding, I understand that I remain responsible at alltimes for paying any federal, state, and local income and employment taxes withrespect to my Option and that Traffic.Com is not responsible for any liabilityor penalty that I incur by failing to make timely payments of tax.

Please register my stockcertificate as follows:
| Name:       |   |   |
|-------------|--------|--------|
| Address:    |   |   |
|        |   |   |
| Tax I.D. #: |   |   |

If my Option is an IncentiveStock Option, I will notify Traffic.Com’s Chief Financial Officer within 30 daysafter any transfer of Shares acquired pursuant to my exercise of the Optionthat occurs within one (1) year after the date of exercise or within two (2) yearsafter the date the Option was granted.

I further understand andacknowledge that my exercise of this Option and receipt of the Shares aresubject to the terms and conditions of the Plan and the Option Agreement, whichI have received and carefully reviewed. I understand the terms and conditionsand agree to be bound by them.
|        | Sincerely, |
|--------|------------|
|   |       |
|   | Signature  |

 

Received by Traffic.Com, Inc.:                                             ,20        

Approved
| By:    |   |   |
|--------|--------|--------|
| Title: |   |   |

 

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