**Exhibit 10.24**

[FORM OFINDEMNIFICATION AGREEMENT]

**TRAFFIC.COM, INC.**

**DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT**

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

**RECITALS:**

# A.            Section 141 of the Delaware General Corporation Lawprovides that the business and affairs of a corporation shall be managed by orunder the direction of its board of directors.

# B.            By virtue of the managerial prerogatives vested in thedirectors and officers of a Delaware corporation, directors and officers act asfiduciaries of the corporation and its stockholders.

# C.            Thus, it is critically important to the Company and itsstockholders that the Company be able to attract and retain the most capablepersons reasonably available to serve as directors and officers of the Company.

# D.            In recognition of the need for corporations to be able toinduce capable and responsible persons to accept positions in corporatemanagement, Delaware law authorizes (and in some instances requires)corporations to indemnify their directors and officers, and further authorizescorporations to purchase and maintain insurance for the benefit of theirdirectors and officers.

# E.             The Delaware courts have recognized that indemnificationby a corporation serves the dual policies of (1) allowing corporateofficials to resist unjustified lawsuits, secure in the knowledge that, ifvindicated, the corporation will bear the expense of litigation, and (2) encouragingcapable women and men to serve as corporate directors and officers, secure inthe knowledge that the corporation will absorb the costs of defending theirhonesty and integrity.

# F.             The number of lawsuits challenging the judgment andactions of directors and officers of Delaware corporations, the costs ofdefending those lawsuits and the threat to personal assets have all materiallyincreased over the past several years, chilling the willingness of capablewomen and men to undertake the responsibilities imposed on corporate directorsand officers.

# G.            Recent federal legislation and rules adopted by theSecurities and Exchange Commission and the national securities exchanges haveexposed such directors and officers to new and substantially broadened civilliabilities.

# H.            Under Delaware law, a director’s or officer’s right to bereimbursed for the costs of defense of criminal actions, whether such claimsare asserted under state or federal law, does not depend upon the merits of theclaims asserted against the director or officer and is separate and distinctfrom any right to indemnification the director may be able to establish.

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# I.              Indemnitee is, or will be, a director and/or officer ofthe Company and his or her willingness to serve in such capacity is predicated,in substantial part, upon the Company’s willingness to indemnify him or her inaccordance with the principles reflected above, to the fullest extent permittedby the laws of the State of Delaware, and upon the other undertakings set forthin this Agreement.

# J.             The Company’s Fifth Amended and Restated Certificate ofIncorporation provides the Company with the express authority to enter intosuch agreements with the Company’s officers and directors as the Company’sboard of directors deems appropriate for the indemnification of such persons aswell as the advancement of expenses in connection therewith.

# K.            Therefore, in recognition of the need to provideIndemnitee with substantial protection against personal liability, in order toprocure Indemnitee’s continued service as a director and/or officer of theCompany and to enhance Indemnitee’s ability to serve the Company in aneffective manner, and in order to provide such protection pursuant to expresscontract rights (intended to be enforceable irrespective of, among otherthings, any amendment to the Company’s certificate of incorporation or bylaws(collectively, the ***“ConstituentDocuments”),***any change in the composition of the Company’sBoard of Directors (the ***“Board”)***or any change-in-control or business combination transactionrelating to the Company), the Company wishes to provide in this Agreement forthe indemnification and advancement of Expenses to Indemnitee on the terms, andsubject to the conditions, set forth in this Agreement,

# L.             In light of the considerations referred to in thepreceding recitals, it is the Company’s intention and desire that theprovisions of this Agreement be construed liberally, subject to their expressterms, to maximize the protections to be provided to Indemnitee hereunder.

**AGREEMENT:**

NOW, THEREFORE, the parties hereby agree as follows:

## 1.             CertainDefinitions. In addition to terms defined elsewhere herein, the followingterms have the following meanings when used in this Agreement with initialcapital letters:

### (a)      ***“Changein Control”*****shall haveoccurred at such time, if any, as Incumbent Directors cease for any reason toconstitute a majority of Directors. For purposes of this Section 1(a), ***“Incumbent Directors”***meansthe individuals who, as of the date hereof, are Directors of the Company andany individual becoming a Director subsequent to the date hereof whoseelection, nomination for election by the Company’s stockholders, orappointment, was approved by a vote of at least a majority of the thenIncumbent Directors (either by a specific vote or by approval of the proxystatement of the Company in which such person is named as a nominee fordirector, without objection to such nomination); *provided, however,*that an individual shall not be an Incumbent Director if suchindividual’s election or appointment to the Board occurs as a result of anactual or threatened election contest (as described in Rule 14a-12(c) ofthe Securities Exchange Act of 1934, as amended) with respect to the electionor removal of directors or other actual or threatened solicitation of proxiesor consents by or on behalf of a Person other than the Board.

### (b)      ***“Claim”*****means (i) any threatened, asserted, pending orcompleted claim, demand, action, suit or proceeding, whether civil, criminal,administrative, arbitrative, investigative or other, and whether made pursuantto federal, state or other law; and (ii) any inquiry or 

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investigation, whethermade, instituted or conducted by the Company or any other Person, including,without limitation, any federal, state or other governmental entity, thatIndemnitee reasonably determines might lead to the institution of any suchclaim, demand, action, suit or proceeding. For the avoidance of doubt, theCompany intends indemnity to be *provided*hereunderin respect of acts or failure to act prior to, on or after the date hereof.

### (c)      ***“ControlledAffiliate”*****means anycorporation, limited liability company, partnership, joint venture, trust orother entity or enterprise, whether or not for profit, that is directly orindirectly controlled by the Company. For purposes of this definition, ***“control”***means thepossession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of an entity or enterprise, whetherthrough the ownership of voting securities, through other voting rights, bycontract or otherwise; *provided*thatdirect or indirect beneficial ownership of capital stock or other interests inan entity or enterprise entitling the holder to cast 15% or more of the totalnumber of votes generally entitled to be cast in the election of directors (orpersons performing comparable functions) of such entity or enterprise shall bedeemed to constitute control for purposes of this definition.

### (d)      ***“DisinterestedDirector”*****means adirector of the Company who is not and was not a party to the Claim in respectof which indemnification is sought by Indemnitee.

### (e)      ***“Expenses”*****means verified attorneys’ and experts’ fees and expensesand all other verified costs and expenses paid or payable in connection withinvestigating, defending, being a witness in or participating in (including onappeal), or preparing to investigate, defend, be a witness in or participate in(including on appeal), any Claim.

### (f)       ***“IndemnifiableClaim”*****means anyClaim based upon, arising out of or resulting from (i) any actual, allegedor suspected act or failure to act by Indemnitee in his or her capacity as adirector, officer, employee or agent of the Company or as a director, officer,employee, member, manager, trustee or agent of any other corporation, limitedliability company, partnership, joint venture, trust or other entity orenterprise, whether or not for profit, as to which Indemnitee is or was servingat the request of the Company, (ii) any actual, alleged or suspected actor failure to act by Indemnitee in respect of any business, transaction,communication, filing, disclosure or other activity of the Company or any otherentity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’sstatus as a current or former director, officer, employee or agent of theCompany or as a current or former director, officer, employee, member, manager,trustee or agent of the Company or any other entity or enterprise referred toin clause (i) of this sentence or any actual, alleged or suspected act orfailure to act by Indemnitee in connection with any obligation or restrictionimposed upon Indemnitee by reason of such status. In addition to any service atthe actual request of the Company, for purposes of this Agreement, Indemniteeshall be deemed to be serving or to have served at the request of the Companyas a director, officer, employee, member, manager, trustee or agent of anotherentity or enterprise if Indemnitee is or was serving as a director, officer,employee, member, manager, agent, trustee or other fiduciary of such entity orenterprise and (i) such entity or enterprise is or at the time of suchservice was a Controlled Affiliate, (ii) such entity or enterprise is orat the time of such service was an employee benefit plan (or related trust)sponsored or maintained by the Company or a Controlled Affiliate, or (iii) theCompany or a Controlled Affiliate (by action of the Board, any committeethereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEOhim or herself)) caused or authorized Indemnitee to be nominated, elected,appointed, designated, employed, engaged or selected to serve in such capacity.

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### (g)      ***“IndemnifiableLosses”****means*any andall Losses relating to, arising out of or resulting from any IndemnifiableClaim; *provided, however,*that IndemnifiableLosses shall not include Losses incurred by Indemnitee in respect of anyIndemnifiable Claim (or any matter or issue therein) as to which Indemniteeshall have been adjudged liable to the Company, unless and only to the extentthat the Delaware Court of Chancery or the court in which such IndemnifiableClaim was brought shall have determined upon application that, despite theadjudication of liability but in view of all the circumstances of the case,Indemnitee is fairly and reasonably entitled to indemnification for suchExpenses as the court shall deem proper.

### (h)      ***“IndependentCounsel”***means a law firm, or a member of a law firm, that isexperienced in matters of Delaware corporate law and neither presently is, norin the past five years has been, retained to represent: (i) the Company(or any subsidiary) or Indemnitee in any matter material to either such party(other than with respect to matters concerning the Indemnitee under thisAgreement, or of other indemnitees under similar indemnification agreements) or(ii) any other named (or, as to a threatened matter, reasonably likely tobe named) party to the Indemnifiable Claim giving rise to a claim forindemnification hereunder. Notwithstanding the foregoing, the term “IndependentCounsel” shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Indemnitee in an action to determineIndemnitee’s rights under this Agreement.

### (i)       ***“Losses”*****means any and all Expenses, damages, losses, liabilities,judgments, fines, penalties (whether civil, criminal or other) and amounts paidor payable in settlement, including, without limitation, all interest,assessments and other charges paid or payable in connection with or in respectof any of the foregoing.

### (j)       ***“Person”*****means any individual, entity or group, within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended.

### (k)      ***“Standardof Conduct”*****means thestandard for conduct by Indemnitee that is a condition precedent toindemnification of Indemnitee hereunder against Indemnifiable Losses relatingto, arising out of or resulting from an Indemnifable Claim. The Standard ofConduct is (i) good faith and a reasonable belief by Indemnitee that hisaction was in or not opposed to the best interests of the Company and, withrespect to any criminal action or proceeding, that Indemnitee had no reasonablecause to believe that his conduct was unlawful, or (ii) any otherapplicable standard of conduct that may hereafter be substituted under Section 145(a) or(b) of the Delaware General Corporation Law or any successor to suchprovision(s).

## 2.             IndemnificationObligation. Subject only to Section 7 and to the proviso in thisSection, the Company shall indemnify, defend and hold harmless Indemnitee, tothe fullest extent permitted, required or not prohibited by the laws of theState of Delaware in effect on the date hereof or as such laws may from time totime hereafter be amended to increase the scope of such permittedindemnification, against any and all Indemnifable Claims and IndemnifiableLosses; *provided, however,*that,except as provided in Section 5, Indemnitee shall not be entitled toindemnification pursuant to this Agreement in connection with (i) anyClaim initiated by Indemnitee against the Company or any director or officer ofthe Company unless the Company has joined in or consented to the initiation ofsuch Claim, or (ii) the purchase and sale by Indemnitee of securities inviolation of Section 16(b) of the Securities Exchange Act of 1934, asamended. The Company acknowledges that the foregoing obligation may be broaderthan that now provided by applicable law and the Company’s 

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Constituent Documents and intends that it beinterpreted consistently with this Section and the recitals to thisAgreement.

## 3.             Advancement ofExpenses. Indemnitee shall have the right to advancement by the Companyprior to the final disposition of any Indemnifiable Claim of any and all   Expenses relating to, arising out of orresulting from any Indemnifiable Claim paid or incurred by Indemnitee. Withoutlimiting the generality or effect of any other provision hereof, Indemnitee’sright to such advancement is not subject to the satisfaction of any Standard ofConduct. Without limiting the generality or effect of the foregoing, withinfive business days after any request by Indemnitee that is accompanied bysupporting documentation for**specific  Expenses to be reimbursed or advanced, theCompany shall, in accordance with such request (but without duplication), (a) paysuch Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds inan amount sufficient to pay such Expenses, or (c) reimburse Indemnitee forsuch Expenses; *provided*thatIndemnitee shall repay, without interest, any amounts actually advanced toIndemnitee that, at the final disposition of the Indemnifiable Claim to whichthe advance related, were in excess of amounts paid or payable by Indemnitee inrespect of Expenses relating to, arising out of or resulting from suchIndemnifiable Claim. In connection with any such payment, advancement orreimbursement, at the request of the Company, Indemnitee shall execute anddeliver to the Company an undertaking, which need not be secured and shall beaccepted without reference to Indemnitee’s ability to repay the Expenses, by oron behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursedby the Company in respect of Expenses relating to, arising out of or resultingfrom any Indemnifiable Claim in respect of which it shall have been determined,following the final disposition of such Indemnifiable Claim and in accordancewith Section 7, that Indemnitee is not entitled to indemnificationhereunder. Notwithstanding anything to the contrary contained herein,Indemnitee shall repay any amounts paid, advanced or reimbursed by the Companyif any portion of Expenses previously paid, advanced, or reimbursed by theCompany is ultimately deemed by a court of competent jurisdiction, after finaldisposition of the subject Indemnifiable Claim, to be in excess of the amountof Expenses that would have been reasonable with respect to the IndemnifiableClaim.

## 4.             Indemnificationfor Additional Expenses. Without limiting the generality or effect of theforegoing, the Company shall indemnify and hold harmless Indemnitee againstand, if requested by Indemnitee, shall reimburse Indemnitee for, or advance toIndemnitee, within five business days of such request accompanied by supportingdocumentation for specific Expenses to be reimbursed or advanced, any and allactual and Expenses paid or incurred by Indemnitee in connection with any Claimmade, instituted or conducted by Indemnitee for (a) indemnification orreimbursement or advance payment of Expenses by the Company under *any*provision of this Agreement, or underany other agreement or provision of the Constituent Documents now or hereafterin effect relating to Indemnifiable Claims, and/or (b) recovery under anydirectors’ and officers’ liability insurance policies maintained by theCompany; *provided, however,*if itis ultimately determined that the Indemnitee is not entitled to suchindemnification, reimbursement, advance or insurance recovery, as the case maybe, then the Indemnitee shall be obligated to repay any such Expenses to theCompany; *provided further,*that,regardless in each case of whether Indemnitee ultimately is determined to beentitled to such indemnification, reimbursement, advance or insurance recovery,as the case may be, Indemnitee shall return, without interest, any such advanceof Expenses (or portion thereof) which remains unspent at the final dispositionof the Claim to which the advance related.

## 5.             PartialIndemnity. If Indemnitee is entitled under any provision of this Agreementto indemnification by the Company for some or a portion of any IndemnifableLoss but not for all of the 

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total amount thereof, the Company shall neverthelessindemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

## 6.             Procedure forNotification. To obtain indemnification under this Agreement in respect ofan Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to theCompany a written request therefore, including a brief description (based uponinformation then available to Indemnitee) of such Indemnifiable Claim orIndemnifable Loss. If, at the time of the receipt of such request, the Companyhas directors’ and officers’ liability insurance in effect under which coveragefor such Indemnifiable Claim or Indemnifable Loss is potentially available, theCompany shall give prompt written notice of such Indemnifable Claim orIndemnifiable Loss to the applicable insurers in accordance with the proceduresset forth in the applicable policies. The Company shall thereafter take allnecessary or desirable action to cause such insurers to pay, on behalf of theIndemnitee, all Indemnifiable Claims and Indemnifiable Losses in accordancewith the terms of such policies. The Company shall provide to Indemnitee a copyof such notice delivered to the applicable insurers, substantially concurrentlywith the delivery thereof by the Company. The failure by Indemnitee to timelynotify the Company of any Indemnifable Claim or Indemnifiable Loss shall notrelieve the Company from any liability hereunder unless, and only to the extentthat, the Company did not otherwise learn of such Indemnifiable Claim orIndemnifiable Loss and to the extent that such failure results in forfeiture bythe Company of substantial defenses, rights or insurance coverage.

## 7.             Determination ofRight to Indemnification.

### (a)      To the extent that Indemnitee shall havebeen successful on the merits or otherwise in defense of any Indemnifable Claimor any portion thereof or in defense of any issue or matter therein, including,without limitation, dismissal without prejudice, Indemnitee shall beindemnified against all Indemnifable Losses relating to, arising out of orresulting from such Indemnifiable Claim in accordance with Section 2 andno Standard of Conduct Determination (as defined in Section 7(b)) shall berequired.

### (b)      To the extent that the provisions of Section 7(a) areinapplicable to an Indemnifiable Claim that shall have been finally disposedof, any determination of whether Indemnitee has satisfied the applicableStandard of Conduct **(a *“Standard ofConduct Determination”)***shall be made as follows: (i) ifa Change in Control shall not have occurred, or if a Change in Control shallhave occurred but Indemnitee shall have requested that the Standard of ConductDetermination be made pursuant to this clause (i), (A) by a majority voteof the Disinterested Directors, even if less than a quorum of the Board, (B) ifsuch Disinterested Directors so direct, by a majority vote of a committee ofDisinterested Directors designated by a majority vote of all DisinterestedDirectors, or (C) if there are no such Disinterested Directors, or if amajority of the Disinterested Directors so direct, by Independent Counsel in awritten opinion addressed to the Board, a copy of which shall be delivered toIndemnitee; and (ii) if a Change in Control shall have occurred andIndemnitee shall not have requested that the Standard of Conduct Determinationbe made pursuant to clause (i) above, by Independent Counsel in a writtenopinion addressed to the Board, a copy of which shall be delivered toIndemnitee.

### (c)      If (i) Indemnitee shall be entitledto indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a),(ii) no determination of whether Indemnitee has satisfied any applicablestandard of conduct under Delaware law is a legally required conditionprecedent to indemnification of Indemnitee hereunder against any IndemnifiableLosses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(h) tohave satisfied the applicable 

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Standard of Conduct, thenthe Company shall pay to Indemnitee, within five business days after the laterof (x) the Notification Date in respect of the Indemnifiable Claim orportion thereof to which such Indemnifiable Losses are related, out of whichsuch Indemnifiable Losses arose or from which such Indemnifiable Losses resulted,and (y) the earliest date on which the applicable criterion specified inclause (i), (ii) or (iii) above shall have been satisfied, an amountequal to the amount of such Indemnifiable Losses, Nothing herein is intended tomean or imply that the Company is intending to use Section 145(f) ofthe Delaware General Corporation Law to dispense with a requirement thatIndemnitee meet the applicable Standard of Conduct where it is otherwiserequired by such statute.

### (d)      If a Standard of Conduct Determination is requiredto be, but has not been, made by Independent Counsel pursuant to Section 7(b)(i),the Independent Counsel shall be selected by the Board or a committee of theBoard, and the Company shall give written notice to Indemnitee advising him orher of the**identityof the Independent Counsel so selected. If a Standard of Conduct Determinationis required to be, or to have been, made by Independent Counsel pursuant to Section 7(b)(ii),the Independent Counsel shall be selected by Indemnitee, and Indemnitee shallgive written notice to the Company advising it of the identity of theIndependent Counsel so selected. In either case, Indemnitee or the Company, asapplicable, may, within five business days after receiving written notice ofselection from the other, deliver to the other a written objection to suchselection; *provided, however,*that such objectionmay be asserted only on the ground that the Independent Counsel so selecteddoes not satisfy the criteria set forth in the definition of “Independent Counsel”in Section 1(h), and the objection shall set forth with particularity thefactual basis of such assertion. Absent a proper and timely objection, thePerson so selected shall act as Independent Counsel. If such written objectionis properly and timely made and substantiated, (i) the Independent Counselso selected may not serve as Independent Counsel unless and until suchobjection is withdrawn or a court has determined that such objection is withoutmerit and (ii) the non-objecting party may, at its option, select analternative Independent Counsel and give written notice to the other partyadvising such**other party of the identity of the alternative IndependentCounsel so selected, in which case the provisions of the two immediatelypreceding sentences and clause (i) of this sentence shall apply to suchsubsequent selection and notice. If applicable, the provisions of clause (ii) ofthe immediately preceding sentence shall apply to successive alternativeselections. If no Independent Counsel that is permitted under the foregoingprovisions of this Section 7(d) to make the Standard of ConductDetermination shall have been selected within 30 calendar days after theCompany gives its initial notice pursuant to the first sentence of this Section 7(d) orIndemnitee gives its initial notice pursuant to the second sentence of this Section 7(d),as the case may be, either the Company or Indemnitee may petition the Court ofChancery of the State of Delaware for resolution of any objection which shallhave been made by the Company or Indemnitee to the other’s selection ofIndependent Counsel and/or for the appointment as Independent Counsel of aperson or firm selected by the Court or by such other person as the Court shalldesignate, and the person or firm with respect to whom all objections are soresolved or the person or firm so appointed will act as Independent Counsel. Inall events, the Company shall pay all of the actual and reasonable fees andexpenses of the Independent Counsel incurred in connection with the IndependentCounsel’s determination pursuant to Section 7(b).

## 8.             Cooperation.Indemnitee shall cooperate with reasonable requests of the Company inconnection with any Indemnifiable Claim and any individual or firm making suchStandard of Conduct Determination, including providing to such Persondocumentation or information which is not privileged or otherwise protectedfrom disclosure and which is reasonably available to Indemnitee 

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and reasonably necessary to defend the IndemnifiableClaim or make any Standard of Conduct Determination without incurring anyunreimbursed cost in connection therewith, The Company shall indemnify and holdharmless Indemnitee against and, if requested by Indemnitee, shall reimburseIndemnitee for, or advance to Indemnitee, within five business days of suchrequest accompanied by supporting documentation for specific costs and expensesto be reimbursed or advanced, any and all costs and expenses (includingattorneys’ and experts’ fees and expenses) actually and reasonably incurred byIndemnitee in so cooperating with the Person defending the Indemnifiable Claimor making such Standard of Conduct Determination.

## 9.             Presumption ofEntitlement. Notwithstanding any other provision hereof, in making anyStandard of Conduct Determination, the Person making such determination shallpresume that Indemnitee has satisfied the applicable Standard of Conduct.

## 10.           No OtherPresumption. For purposes of this Agreement, the termination of any Claimby judgment, order, settlement (whether with or without court approval) orconviction, or upon a plea of nolo contendere or its equivalent, will notcreate a presumption that Indemnitee did not meet any applicable Standard ofConduct or that indemnification hereunder is otherwise not permitted.

## 11.           Non-Exclusivity.The rights of Indemnitee hereunder will be in addition to any other rightsIndemnitee may have under the Constituent Documents, or the substantive laws ofthe State of Delaware, any other contract or otherwise (collectively, ***“Other Indemnity Provisions”****);******provided, however,*****that (a) to the extent that Indemnitee otherwisewould have any greater right to indemnification under any Other IndemnityProvision, Indemnitee will without further action be deemed to have suchgreater right hereunder, and (b) to the extent that any change is made toany Other Indemnity Provision which permits any greater right toindemnification than that provided under this Agreement as of the date hereof,Indemnitee will be deemed to have such greater right hereunder, The Company maynot, without the consent of Indemnitee, adopt any amendment to any of theConstituent Documents the effect of which would be to deny, diminish orencumber Indemnitee’s right to indemnification under this Agreement.

## 12.           LiabilityInsurance and Funding. For the duration of Indemnitee’s service as adirector and/or officer of the Company and for a reasonable period of timethereafter, which such period shall be determined by the Company in its solediscretion, the Company shall use commercially reasonable efforts (taking intoaccount the scope and amount of coverage available relative to the costthereof) to cause to be maintained in effect policies of directors’ andofficers’ liability insurance providing coverage for directors and/or officersof the Company, and, if applicable, that is, at least, substantially comparablein scope and amount to that provided by the**Company’s current policies of directors’ and officers’liability insurance, Upon reasonable request, the Company shall provide Indemniteeor his or her counsel with a copy of all directors’ and officers’ liabilityinsurance applications, binders, policies, declarations, endorsements and otherrelated materials. In all policies of directors’ and officers’ liabilityinsurance obtained by the Company, Indemnitee shall be named as an insured insuch a manner as to provide Indemnitee the same rights and benefits, subject tothe same limitations, as are accorded to the Company’s directors and officersmost favorably insured by such policy. Notwithstanding the foregoing, (i) theCompany may, but shall not be required to, create a trust fund, grant asecurity interest or use other means, including, without limitation, a letterof credit, to ensure the payment of such amounts as may be necessary to satisfyits obligations to indemnify and advance expenses pursuant to this Agreementand (ii) in renewing or seeking to renew any insurance hereunder, theCompany will not be required to expend more than 2.0 times the premium amountof 

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the immediately preceding policy period (equitablyadjusted if necessary to reflect differences in policy periods).

## 13.           Subrogation.In the event of payment under this Agreement, the Company shall be subrogatedto the extent of such payment to all of the related rights of recovery ofIndemnitee against other Persons (other than Indemnitee’s successors),including any entity or enterprise referred to in clause (i) of thedefinition of “Indemnifiable Claim” in Section 1(f). Indemnitee shallexecute all papers reasonably required to evidence such rights (all ofIndemnitee’s reasonable Expenses, including attorneys’ fees and charges,related thereto to be reimbursed by or, at the option of Indemnitee, advancedby the Company).

## 14.           No Duplication ofPayments. The Company shall not be liable under this Agreement to make anypayment to Indemnitee in respect of any Indemnifable Losses to the extentIndemnitee has otherwise already actually received payment (net of Expensesincurred in connection therewith) under any insurance policy, the ConstituentDocuments and Other Indemnity Provisions or otherwise (including from anyentity or enterprise referred to in clause (i) of the definition of “IndemnifableClaim” in Section 1(f)) in respect of such Indemnifiable Losses otherwiseindemnifiable hereunder.

## 15.           Defense of Claims.Subject to the provisions of applicable policies of directors’ and officers’liability insurance, if any, the Company shall be entitled to participate inthe defense of any Indemnifiable Claim or to assume or lead the defense thereofwith counsel reasonably satisfactory to the Indemnitee; *provided*that if Indemnitee determines,after consultation with counsel selected by Indemnitee, that (a) the useof counsel chosen by the Company to represent Indemnitee would present suchcounsel with an actual or potential conflict, (b) the named parties in anysuch Indemnifiable Claim (including any impleaded parties) include both theCompany and Indemnitee and Indemnitee shall conclude that there may be one ormore legal defenses available to him or her that are different from or inaddition to those available to the Company, (c) any such representation bysuch counsel would be precluded under the applicable standards of professionalconduct then prevailing, or (d) Indemnitee has interests in the claim orunderlying subject matter that are different from or in addition to those ofother Persons against whom the Claim has been made or might reasonably beexpected to be made, then Indemnitee shall be entitled to retain separate counsel(but not more than one law firm plus, if applicable, local counsel in respectof any particular Indemnifiable Claim for all indemnitees in Indemnitee’scircumstances) at the Company’s expense. The Company shall not be liable toIndemnitee under this Agreement for any amounts paid in settlement of anythreatened or pending Indemnifiable Claim effected without the Company’s priorwritten consent. The Company shall not, without the prior written consent ofthe Indemnitee, effect any settlement of any threatened or pendingIndemnifiable Claim which the Indemnitee is or could have been a party unlesssuch settlement solely involves the payment of money and includes a completeand unconditional release of the Indemnitee from all liability on any claimsthat are the subject matter of such Indemnifiable Claim. Neither the Companynor Indemnitee shall unreasonably withhold its consent to any proposedsettlement; *provided*thatIndemnitee may withhold consent to any settlement that does not provide acomplete and unconditional release of Indemnitee.

## 16.           MutualAcknowledgment. Both the Company and the Indemnitee acknowledge that incertain instances, Federal law or applicable public policy may prohibit theCompany from indemnifying its directors and officers under this Agreement orotherwise. Indemnitee understands and acknowledges that the Company may berequired in the future to provide an undertaking to the Securities and ExchangeCommission whereby the Company would be required to submit the question ofindemnification to a court of competent jurisdiction in certain circumstancesfor a 

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determination of the Company’s right under publicpolicy to indemnify Indemnitee and, in that event, the Indemnitee’s rights andthe Company’s obligations hereunder shall be subject to that determination.

## 17.           Successors andBinding Agreement.

### (a)      This Agreement shall be binding upon andinure to the benefit of the Company and any successor to the Company,including, without limitation, any Person acquiring directly or indirectly allor a substantial portion / majority?  ofthe business or assets of the Company whether by purchase, merger,consolidation, reorganization or otherwise (and such successor will thereafterbe deemed the “Company” for purposes of this Agreement), but shall not otherwisebe assignable or delegatable by the Company.

### (b)      This Agreement shall inure to the benefitof and be enforceable by the Indemnitee’s personal or legal representatives,executors, administrators, heirs, distributees, legatees and other successors.

### (c)      This Agreement is personal in nature andneither of the parties hereto shall, without the consent of the other, assignor delegate this Agreement or any rights or obligations hereunder except asexpressly provided in Sections 17(a) and 17(b). Without limiting thegenerality or effect of the foregoing, Indemnitee’s right to receive paymentshereunder shall not be assignable, whether by pledge, creation of a securityinterest or otherwise, other than by a transfer by the Indemnitee’s will or bythe laws of descent and distribution, and, in the event of any attemptedassignment or transfer contrary to this Section 17(c), the Company shallhave no liability to pay any amount so attempted to be assigned or transferred.

## 18.           Notices. Forall purposes of this Agreement, all communications, including withoutlimitation notices, consents, requests or approvals, required or permitted tobe given hereunder must be in writing and shall be deemed to have been dulygiven when hand delivered or dispatched by electronic facsimile transmission(with receipt thereof orally confirmed), or one business day after having beensent for next-day delivery by a nationally recognized overnight courierservice, addressed to the Company (to the attention of the Secretary of theCompany) and to Indemnitee at the applicable address shown on the signature page hereto,or to such other address as any party may have furnished to the other inwriting and in accordance herewith, except that notices of changes of addresswill be effective only upon receipt.

## 19.           Governing Law.The validity, interpretation, construction and performance of this Agreementshall be governed by and construed in accordance with the substantive laws ofthe State of Delaware, without giving effect to the principles of conflict oflaws of such State. The Company and Indemnitee each hereby irrevocably consentto the jurisdiction of the Chancery Court of the State of Delaware for allpurposes in connection with any action or proceeding which arises out of orrelates to this Agreement, waive all procedural objections to suit in thatjurisdiction, including, without limitation, objections as to venue orinconvenience, agree that service in any such action may be made by noticegiven in accordance with Section 18 and also agree that any actioninstituted under this Agreement shall be brought only in the Chancery Court ofthe State of Delaware.

## 20.           Validity. Ifany provision of this Agreement or the application of any provision hereof toany Person or circumstance is held invalid, unenforceable or otherwise illegal,the remainder of this Agreement and the application of such provision to anyother Person or circumstance shall not be 

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affected, and the provision so held to be invalid,unenforceable or otherwise illegal shall be reformed to the extent, and only tothe extent, necessary to make it enforceable, valid or legal. In the event thatany court or other adjudicative body shall decline to reform any provision ofthis Agreement held to be invalid, unenforceable or otherwise illegal ascontemplated by the immediately preceding sentence, the parties thereto shalltake all such action as may be necessary or appropriate to replace theprovision so held to be invalid, unenforceable or otherwise illegal with one ormore alternative provisions that effectuate the purpose and intent of theoriginal provisions of this Agreement as fully as possible without beinginvalid, unenforceable or otherwise illegal.

## 21.           Miscellaneous.No provision of this Agreement may be waived, modified or discharged unlesssuch waiver, modification or discharge is agreed to in writing signed byIndemnitee and the Company. No waiver by either party hereto at any time of anybreach by the other party hereto or compliance with any condition or provisionof this Agreement to be performed by such other party shall be deemed a waiverof similar or dissimilar provisions or conditions at the same or at any prioror subsequent time. No agreements or representations, oral or otherwise,expressed or implied with respect to the subject matter hereof have been madeby either party that are not set forth expressly in this Agreement.

## 22.           CertainInterpretive Matters. Unless the context of this Agreement otherwiserequires, (1) “it” or “its” or words of any gender include each othergender, (2) words using the singular or plural number also include theplural or singular number, respectively, (3) the terms “hereof,” “herein,”“hereby” and derivative or similar words refer to this entire Agreement, (4) theterms “Article,” “Section,” “Annex” or “Exhibit” refer to the specifiedArticle, Section, Annex or Exhibit of or to this Agreement, (5) theterms “include,” “includes” and “including” will be deemed to be followed bythe words “without limitation” (whether or not so expressed), and (6) theword “or” is disjunctive but not exclusive, Whenever this Agreement refers to anumber of days, such number will refer to calendar days unless business daysare specified and whenever action must be taken (including the giving of noticeor the delivery of documents) under this Agreement during a certain period oftime or by a particular date that ends or occurs on a non-business day, thensuch period or date will be extended until the immediately following businessday. As used herein, ***“businessday”***means any day other than Saturday, Sunday or a UnitedStates federal holiday.

## 23.           Entire Agreement.This Agreement constitutes the entire agreement and supersedes all prioragreements and understandings, both written and oral, between the parties heretowith respect to the subject matter of this Agreement. Any prior agreements orunderstandings between the parties hereto with respect to indemnification arehereby terminated and of no further force or effect. This Agreement is not theexclusive means of securing indemnification rights of Indemnitee and is inaddition to any rights Indemnitee may have under any Constituent Documents.

## 24.           Counterparts.This Agreement may be executed in one or more counterparts, each of which willbe deemed to be an original but all of which together shall constitute one andthe same agreement.

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## IN WITNESS WHEREOF, Indemnitee has executed and the Company has causedits duly authorized representative to execute this Agreement as of the datefirst above written.

|        | TRAFFIC.COM, INC. |
|--------|-------------------|
|   | By:               |   |
|   |              | Name: |
|   |              | Title: |
|   | INDEMNITEE:       |
|   |              |
|   | Name:             |
|   | Address:          |

*** ***

***SignaturePage to Director and Officer Indemnification Agreement***

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