##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-51966
 IdleAire Technologies Corporation
 (Exact name of registrant as specified in its charter)
 Delaware
    
    62-1829384(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer Identification No.)
  (Address of principal executive offices)
  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of exchange on which registeredNone
    
    Not Applicable
 Securities registered pursuant to Section 12(g) of the Act:
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
 Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See definition of an accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act. (Check one):
 Large Accelerated filer o
    
    Accelerated filer oNon-accelerated filer o
    
    Smaller reporting company þ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
 Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12,13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable
date:




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##### 



EXPLANATORY NOTE




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##### 



Table of Contents
 PART IIIItem 10  Directors, Executive Officers and Corporate Governance
    
    
    1Item 11  Executive Compensation
    
    
    8Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    14Item 13  Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14  Principal Accounting Fees and Services
    
    
    20PART IVItem 15  Exhibits, Financial Statement Schedules
    
    
    21Signatures
    
    
    22




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##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance
  Term on board ofName
    
    Age
    
    Position
    
    DirectorsExecutive OfficersMichael C. Crabtree(1)(5)
    
    
    57
    
    
    President, Chief Executive Officer
and Chairman of the Board of
Directors
    
    2000 to presentTom Badgett (6)
    
    
    63
    
    
    Chief Information Officer,
Co-Founder, Secretary and Former Director
    
    2000 to October 2007James H. Price
    
    
    41
    
    
    Senior Vice President, General
Counsel and Former Director
    
    2000 to October 2007Lynn R. Youngs
    
    
    49
    
    
    Chief Operating Officer
    
    N/APaul W. Boyd
    
    
    49
    
    
    Chief Financial Officer and Treasurer
    
    N/AOther DirectorsLana R. Batts(2)(3)(4)
    
    
    60
    
    
    Director
    
    2001 to presentDavid G. Everhart(1)
    
    
    53
    
    
    Former Chief Operating Officer,
Co-Founder, and Director
    
    2000 to presentDan H. Felton III (2)(3)(4)(5)
    
    
    61
    
    
    Director
    
    2003 to presentLewis Frazer III(2)(3)(4)(5)
    
    
    43
    
    
    Director
    
    April 2007 to presentSteve H. Kirkham
    
    
    61
    
    
    Director
    
    2004 to presentThomas F. (Mack) McLarty III
    
    
    62
    
    
    Director
    
    May 2006 to present
 
 (1)
    
    Member of Executive Committee(2)
    
    Member of Audit Committee(3)
    
    Member of Leadership Development and Compensation Committee(4)
    
    Member of Corporate Governance and Nominating Committee(5)
    
    Member of Offering Committee(6)
    
    Resigned as Chief Information Officer effective January 29, 2008 Michael C. Crabtree
 1




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##### 



J. Tom Badgett
 James H. Price
 Lynn R. Youngs
 2




---



##### 



Paul W. Boyd
 Lana R. Batts
 David G. Everhart
 Dan H. Felton III
 3




---



##### 



Lewis Frazer III
 Steve H. Kirkham
 Thomas F. (Mack) McLarty III
 Section 16(a) Beneficial Ownership Reporting Compliance
   4




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##### 



FormShouldTransaction
    
    
    
    Have BeenName
    
    Position
    
    Transaction
    
    Date
    
    Form Filed
    
    FiledMichael C. Crabtree
    
    President, Chief
Executive Officer and
Chairman of the Board
of Directors
    
    Option Grant
    
    7/23/2007
    
    8/16/2007
    
    7/25/2007James H. Price
    
    Senior Vice President,
General Counsel and
Director
    
    Option Grant
    
    7/23/2007
    
    8/16/2007
    
    7/25/2007James H. Price
    
    Senior Vice President,
General Counsel and
Director
    
    Option Exercise
    
    9/20/2007
    
    9/25/2007
    
    9/24/2007Paul W. Boyd
    
    Chief Financial Officer
and Treasurer
    
    Option Grant
    
    7/23/2007
    
    8/16/2007
    
    7/25/2007Lynn R. Youngs
    
    Chief Operating Officer
    
    Option Grant
    
    8/10/2007
    
    8/16/2007
    
    8/14/2007Lori R. Noll
    
    Chief Accounting Officer
    
    Option Grant
    
    7/23/2007
    
    8/16/2007
    
    7/25/2007Lana R. Batts
    
    Director
    
    Restricted Shares
Grant
    
    5/10/2007
    
    5/21/2007
    
    5/14/2007Dan H. Felton III
    
    Director
    
    Restricted Shares
Grant
    
    5/10/2007
    
    5/21/2007
    
    5/14/2007Steve H. Kirkham
    
    Director
    
    Grant of Either
Restricted Shares
or Warrants
    
    5/10/2007
    
    5/21/2007
    
    5/14/2007Thomas F. (Mack)
McLarty III
    
    Director
    
    Grant of Either
Restricted Shares
or Warrants
    
    5/10/2007
    
    5/21/2007
    
    5/14/2007
 Code of Ethics
  Speak Up! Program
 
    
    Email speakup@idleaire.com,
    
    Telephone, from any phone dial 865-437-1411, from a Corporate IP phone dial extension
1411, from a site phone dial *611 from a module or 3660 from the Cisco phone then press 2
at the first prompt enter 1411, and for a toll free call dial 1-877-738-7024 then press 2
at the first prompt enter 1411,
    
    Mail, IdleAire Speak Up! Program, P.O. Box 31074, Knoxville,
TN 37930-1074.
 5




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##### 



Audit Committee and Audit Committee Financial Expert
  
    
    reviewing the policies and procedures adopted to fulfill our responsibilities regarding
the fair and accurate presentation of financial statements in accordance with GAAP and
applicable rules and regulations of the SEC;
    
    overseeing our accounting and financial reporting processes and audits of our financial
statements;
    
    reviewing and discussing reports from our independent registered public accounting firm
regarding: (a) all critical accounting policies and practices we use; (b) all alternative
treatments of financial information within GAAP that have been discussed with management,
including ramifications of the use of such alternative disclosures and treatments and the
treatment preferred by the independent registered public accounting firm; and (c) other
material written communications between the independent registered public accounting firm
and management, such as any management letter or schedule of unadjusted differences;
    
    reviewing and discussing with management our audited financial statements and reviewing
with management and our independent registered public accounting firm our financial
statements (including disclosures made under Managements discussion and analysis of
financial condition and results of operations) prior to the filing with the SEC of any
report containing such financial statements;
    
    preparing and approving the report required by the rules of the SEC to be included in
our annual proxy statement;
    
    being responsible for the appointment, compensation, retention and oversight of our
independent auditors;
    
    reviewing our annual audited financial statements with management, including any major
issues regarding accounting and auditing principles and practices, and reviewing
managements evaluation of the adequacy and effectiveness of internal
controls that could significantly affect our financial statements, as well as the adequacy
and effectiveness of our disclosure controls and procedures and managements reports;
 6




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##### 




    
    reviewing major changes to our auditing and accounting principles and practices as
suggested by our independent registered public accounting firm or management;
    
    reviewing significant reports with management and managements responses;
    
    advising our board of directors with respect to our policies and procedures regarding
compliance with applicable laws and regulations; and
    
    reviewing all related party transactions for potential conflict of interest situations
on an ongoing basis and approving all such transactions (if such transactions are not
approved by another independent body of our board of directors).
  7




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##### 



Item 11. Executive Compensation
 Summary compensation table
  All otherName and principal position
    
    Year
    
    Salary
    
    Option awards (1)
    
    compensation
    
    Total CompensationMichael C. Crabtree
    
    
    2007
    
    
    $
    290,044
    
    
    $
    71,847
    
    
    $
    1,548
    
    
    $
    363,439President, Chief Executive
Officer and Chairman of
Board
    
    
    2006
    
    
    
    233,433
    
    
    
    43,621
    
    
    
    1,548
    
    
    
    278,602Lynn R. Youngs
    
    
    2007
    
    
    
    202,087
    
    
    
    57,982
    
    
    
    374
    
    
    
    260,443Chief Operating Officer
    
    
    2006
    
    
    
    152,187
    
    
    
    2,340
    
    
    
    360
    
    
    
    154,887J. Thomas Badgett
    
    
    2007
    
    
    
    195,935
    
    
    
    
    
    
    
    2,376
    
    
    
    198,311Chief Information Officer
and Secretary
    
    
    2006
    
    
    
    201,847
    
    
    
    
    
    
    
    2,651
    
    
    
    204,498James H. Price
    
    
    2007
    
    
    
    210,223
    
    
    
    35,703
    
    
    
    4,007
    
    
    
    249,933Senior Vice President and General Counsel
    
    
    2006
    
    
    
    192,800
    
    
    
    25,171
    
    
    
    4,671
    
    
    
    222,642Paul W. Boyd
    
    
    2007
    
    
    
    199,713
    
    
    
    35,703
    
    
    
    280
    
    
    
    235,696Chief Financial Officer
    
    
    2006
    
    
    
    149,048
    
    
    
    25,171
    
    
    
    270
    
    
    
    174,489
 
 (1)
    
    Amounts shown in this column are based on grant-date fair values calculated in accordance with
FAS 123(R) disregarding estimate of forfeitures related to service-based vesting conditions. See
information on assumptions made in valuation in notes 2 and 9 to our December 31, 2007 financial
statements included in the Companys Form 10-K filed with the SEC on April 15, 2008. There were no
forfeitures of stock options by the executives listed in the table above during 2007. Our compensation methodology
  
    
    base salary;
    
    equity incentives;
    
    severance benefits;
    
    change in control benefits;
    
    life and health insurance benefits;
    
    long-term disability benefits; and
    
    retirement benefits.
 8




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##### 



Base salary
  Equity incentives
  9




---



##### 



Change in control and severance benefits
  Executive benefits and perquisites
  10




---



##### 



Employment agreements
  Term.
 Annual base salary.
 Executive
    
    Position
    
    Base SalaryMichael C. Crabtree
    
    President, Chief Executive Officer
and Chairman of the Board of
Directors
    
    $
    250,000Lynn R. Youngs
    
    Chief Operating Officer
    
    $
    204,750James H. Price
    
    Senior Vice President, General
Counsel and Director
    
    $
    189,750Paul W. Boyd
    
    Chief Financial Officer and Treasurer
    
    $
    182,500
 Annual bonus eligibility.
 Termination payments.
 Change in control payments.
 11




---



##### 



Non-competition, confidentiality and non-solicitation.
 Potential payments upon termination of employment
  Continuation ofSalary
    
    Cash Severance
    
    medical and welfare
    
    Accelerated vesting
    
    Total termination(in thousands)
    
    Continuation
    
    Bonus
    
    Lump Sum
    
    benefits
    
    of stock options
    
    benefitsMichael C. CrabtreeTermination without
cause or for good reason
    
    $
    375,000
    
    
    
    
    
    
    
    n/a
    
    
    $
    15,878
    
    
    
    n/a
    
    
    $
    390,878Termination
following change in
control (1)
    
    
    n/a
    
    
    
    n/a
    
    
    $
    747,500
    
    
    
    n/a
    
    
    
    n/a
    
    
    $
    747,500Lynn R. YoungsTermination without
cause or for good
reason
    
    $
    307,125
    
    
    
    
    
    
    
    n/a
    
    
    $
    11,406
    
    
    
    n/a
    
    
    $
    318,531Termination
following change in
control (1)
    
    
    n/a
    
    
    
    n/a
    
    
    $
    612,203
    
    
    
    n/a
    
    
    
    n/a
    
    
    $
    612,203James H. PriceTermination without
cause or for good
reason
    
    $
    284,625
    
    
    
    
    
    
    
    n/a
    
    
    $
    9,915
    
    
    
    n/a
    
    
    $
    294,540Termination
following change in
control (1)
    
    
    n/a
    
    
    
    n/a
    
    
    $
    567,353
    
    
    
    n/a
    
    
    
    n/a
    
    
    $
    567,353Paul W. BoydTermination without
cause or for good
reason
    
    $
    273,750
    
    
    
    
    
    
    
    n/a
    
    
    $
    15,227
    
    
    
    n/a
    
    
    $
    288,977Termination
following change in
control (1)
    
    
    n/a
    
    
    
    n/a
    
    
    
    545,675
    
    
    
    n/a
    
    
    
    n/a
    
    
    $
    545,675
 
 (1)
    
    If immediately before the change in control event, our stock is readily tradable on an
established securities market and the shareholder approval required under the Internal Revenue Code
is obtained, the officer will be entitled to receive $1,000,000 in lieu of the payment described
above. 12




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##### 



Outstanding equity awards at December 31, 2007
  Number of
    
    Number ofsecurities
    
    securitiesunderlying
    
    underlyingunexercised options
    
    unexercised options
    
    Option exercise
    
    Option expirationName
    
    # Exercisable
    
    # Unexercisable
    
    price
    
    dateMichael C. Crabtree
    
    
    750,000
    
    
    
    
    
    
    $
    1.80
    
    
    
    8/16/201235,000
    
    
    
    90,000
    
    
    $
    0.82
    
    
    
    4/1/201643,750
    
    
    
    131,250
    
    
    $
    2.21
    
    
    
    7/23/2017828,750
    
    
    
    221,250Lynn R. Youngs
    
    
    72,000
    
    
    
    48,000
    
    
    $
    4.00
    
    
    
    8/8/201560,000
    
    
    
    40,000
    
    
    $
    5.00
    
    
    
    8/8/20155,750
    
    
    
    5,750
    
    
    $
    0.66
    
    
    
    4/1/201633,750
    
    
    
    101,250
    
    
    $
    2.21
    
    
    
    8/10/2017171,500
    
    
    
    195,000J. Thomas Badgett
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James H. Price
    
    
    250,000
    
    
    
    
    
    
    $
    1.80
    
    
    
    8/16/201265,000
    
    
    
    40,000
    
    
    $
    0.82
    
    
    
    4/1/201621,250
    
    
    
    63,750
    
    
    $
    2.21
    
    
    
    7/23/2017336,250
    
    
    
    103,750Paul W. Boyd
    
    
    100,000
    
    
    
    
    
    
    $
    1.00
    
    
    
    1/24/2011200,000
    
    
    
    
    
    
    $
    1.80
    
    
    
    8/16/201265,000
    
    
    
    40,000
    
    
    $
    0.82
    
    
    
    4/1/201621,250
    
    
    
    63,750
    
    
    $
    2.21
    
    
    
    7/23/2017386,250
    
    
    
    103,750Total
    
    
    1,722,750
    
    
    
    623,750
 13




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##### 



Compensation of directors
  Fees earnedor paidName
    
    in cash
    
    
    Stock Awards
    
    
    TotalLewis Frazer
    
    $
    18,500
    
    
    $
    14,733
    
    
    $
    33,233Thomas F. (Mack)
McLarty, III
    
    
    11,250
    
    
    
    14,733
    
    
    
    25,983Dan H. Felton III
    
    
    16,000
    
    
    
    14,733
    
    
    
    30,733Steve H. Kirkham
    
    
    13,500
    
    
    
    14,733
    
    
    
    28,233Lana Batts
    
    
    14,750
    
    
    
    14,733
    
    
    
    29,483David Gill (1)
    
    
    7,500
    
    
    
    22,100
    
    
    
    29,600Total
    
    $
    81,500
    
    
    $
    95,765
    
    
    $
    177,265
 
 (1)
    
    Mr. Gill ceased to be a director as of May 10, 2007.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  14




---



##### 



,
  IdleAire Technologies Corporation
Large Shareholders as of December 31, 2007
 # of
    
    % of
    
    # of
    
    % of
    
    # of
    
    % of
    
    # of
    
    % of
    
    % ofCommon
    
    Common
    
    Series A
    
    Series A
    
    Series B
    
    Series B
    
    Series C
    
    Series C
    
    TotalName and Address
    
    Stock
    
    Stock
    
    Preferred
    
    Preferred
    
    Preferred
    
    Preferred
    
    Preferred
    
    Preferred
    
    Stockof Beneficial Owner
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    Owned5% StockholdersGoldman Sachs**
30 Hudson Street
Jersey City, NJ 07302
    
    
    10,761,339
    
    
    
    17.9
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.4
    %Randy Massey
3636 Martin Mill Pike
PO Box 9054
Knoxville, TN 37940
    
    
    8,827,167
    (1)
    
    
    17.8
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.5
    %A.C. Wilson
680 Reliance Road
Tellico Plains, TN 37385
    
    
    6,803,968
    (2)
    
    
    13.7
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.1
    %Jefferies & Company**
Harborside Financial
Center
705 Plaza 3
Jersey City, NJ 07311
    
    
    6,770,691
    
    
    
    12.0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.5
    %Bear Stearns Securities
Corp.**
1 Metrotech Center
4th Floor
Brooklyn, NY 11201
    
    
    5,216,015
    
    
    
    9.5
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.9
    %State Street Bank & Trust**
1776 Heritage Drive
North Quincy, MA 02171
    
    
    5,935,570
    
    
    
    10.7
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.6
    %BOAS/LONDN**
100 W 33rd Street,
3rd Floor
New York, NY 10001
    
    
    4,992,328
    
    
    
    9.2
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.6
    %JPMorgan Chase Bank**
Proxy Services
14201 Dallas Pkwy STE 12
Dallas, TX 75254
    
    
    4,773,973
    
    
    
    8.8
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.4
    %Idle Arkansas Investors
c/o Dan Felton
6 West Chestnut Street
Marianna, AR 72360
    
    
    
    
    
    
    
    
    
    
    3,164,200
    
    
    
    18.4
    %
    
    
    1,348,600
    
    
    
    10.7
    %
    
    
    
    
    
    
    
    
    
    
    5.4
    %Parsons Brinckerhoff
Infrastructure
Development
Company (3)
CTV Holdings
c/o PB Constructors, Inc.
One Penn Plaza
New York, NY 10119
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    800,000
    (4)
    
    
    17.9
    %
    
    
    1.0
    %Named Executive Officers and DirectorsMichael C. Crabtree
    
    
    3,247,919
    (5)
    
    
    6.5
    %
    
    
    13,888
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.9
    %David G. Everhart
    
    
    6,122,944
    (6)
    
    
    12.4
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.3
    %J. Thomas Badgett
    
    
    7,191,139
    (7)
    
    
    14.5
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.6
    %James H. Price
    
    
    1,062,765
    (8)
    
    
    2.1
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.3
    %Paul W. Boyd
    
    
    386,350
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    %Lynn R. Youngs
    
    
    179,470
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    %Lana R. Batts
    
    
    40,000
    (9)
    
    
    *
    
    
    
    13,888
    (10)
    
    
    *
    
    
    
    25,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Dan H. Felton III
    
    
    502,489
    (11)
    
    
    1.0
    %
    
    
    3,164,200
    (12)
    
    
    18.4
    %
    
    
    1,348,600
    (13)
    
    
    10.7
    %
    
    
    
    
    
    
    
    
    
    
    6.0
    %Lewis Frazer III
    
    
    15,000
    (14)
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Thomas F. McLarty
    
    
    20,000
    (15)
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Steve Kirkham
    
    
    193,708
    (16)
    
    
    0.4
    %
    
    
    113,813
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *All directors and executive
officers as a group
    
    
    18,961,784
    
    
    
    36.5
    %
    
    
    3,305,789
    
    
    
    19.3
    %
    
    
    1,373,600
    
    
    
    10.9
    %
    
    
    
    
    
    
    
    
    
    
    27.5
    %
 
 *
    
    Less than 1%.**
    
    Amounts include warrants which are exercisable into 126.9505 shares of our common stock.(1)
    
    This amount includes warrants which are excercisable into 43,083 shares of our common stock.(2)
    
    This amount includes warrants which are excercisable into 43,083 shares of our common stock.(3)
    
    Parsons Brinckerhoff Infrastructure Development Company (PBIDC) is the holding company of
CTV Holdings, Inc. and PB Constructors, Inc. (PB). Shares held by
CTV Holdings, Inc. and PB Constructors, Inc. are deemed to be beneficially owned by PBIDC.(4)
    
    All 800,000 shares are currently held by CTV Holdings, Inc. Additionally, we have tendered
485,000 shares to PB in satisfaction of certain payment obligations in
accordance with terms of certain agreements. Because the terms of the agreements pursuant to
which these shares were tendered are currently under dispute, the shares are
not considered outstanding for the purpose of the above table.(5)
    
    This amount includes 1,141,667 shares of common stock held by
Crabtree Ventures, LLC and
options exercisable into 785,000 shares of common stock. Mr . Crabtree
serves as the Chief Manager of Crabtree Ventures, LLC and is deemed to have the sole voting and
dispositive power over the shares held by Crabtree Ventures, LLC.(6)
    
    This amount includes 783,332 shares of common stock held by IdleAire Associates Limited
Partnership of which Mr. Everhart is the General Partner and warrants
which are excercisable into 43,083 shares of our common stock.(7)
    
    This amount includes warrants which are excercisable into 43,083 shares of our common stock.(8)
    
    This amount includes options exercisable into 315,000 shares of common stock.(9)
    
    This amount includes warrants which are excercisable into 20,000 shares of common stock as
well as 20,000 shares of restricted stock or warrants which are exercisable
into 20,000 shares of our common stock granted through our Director Compensation Policy.(10)
    
    These shares are held in the name of Batts & Associates LLC, of which Mrs. Batts is a
member.(11)
    
    This amount includes (i) 482,489 shares held by 1989 Dan
H. Felton III Trust of which Mr.
Felton has the voting and dispositive power over the shares and (ii) 20,000 shares
of restricted common stock granted through our Director Compensation Policy.(12)
    
    This amount includes 3,164,000 shares of Series A Preferred Stock held by Idle Arkansas
Investors, of which Mr. Felton, as Managing Partner, has the voting and dispositive
power over the shares held by Idle Arkansas Investors.(13)
    
    This amount includes 1,348,600 shares of Series B Preferred Stock held by Idle Arkansas
Investors, of which Mr. Felton, as Managing Partner, has the voting and dispositive
power over the shares held by Idle Arkansas Investors.(14)
    
    This amount includes 10,000 shares of restricted common stock granted through our Director
Compensation Policy.(15)
    
    This amount includes 20,000 shares of restricted stock or warrants which are exercisable
into 20,000 shares of our common stock granted through our Director Compensation Policy.(16)
    
    This amount includes 20,000 shares of restricted stock or warrants which are exercisable
into 20,000 shares of our common stock granted through our Director Compensation Policy. Equity Compensation Plan Information
  Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    under equityissued upon
    
    Weighted-average
    
    compensation plansexercise of
    
    exercise price of
    
    (excludingoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    reflected in columnPlan category
    
    and rights
    
    and rights
    
    (a))(a)
    
    
    
    (b)
    
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    4,953,414
    
    
    $
    2.00
    
    
    
    1,923,186Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    n/a
    
    
    
    Total
    
    
    4,953,414
    
    
    
    
    
    
    
    1,923,186
 15




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##### 



Incentive stock plan
  Option grants.
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  Transactions with stockholders
  16




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##### 



17




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##### 



Transactions with directors and executive officers
   Employment and change of control agreements with executive officers
  18




---



##### 



Stock option grants
  Executive
    
    Position
    
    Grant Date
    
    Options GrantedMichael C. Crabtree
    
    President, Chief
Executive Officer and
Chairman of the Board
of Directors
    
    7/23/2007
    
    
    175,000Paul W. Boyd
    
    Chief Financial
Officer and Treasurer
    
    7/23/2007
    
    
    85,000James H. Price
    
    Senior Vice President,
General Counsel and
Director
    
    7/23/2007
    
    
    85,000Lynn R. Youngs
    
    Chief Operating Officer
    
    8/10/2007
    
    
    135,000
 Independence of directors
  19




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##### 



Item 14. Principal Accounting Fees and Services
  Fiscal Years EndedDecember 31,2007
    
    2006Audit Fees
    
    $
    661,922
    
    
    $
    430,659Audit-Related Fees
    
    
    26,965
    
    
    
    49,907Tax Fees
    
    
    36,500
    
    
    
    25,500All Other Fees
    
    
    
    
    
    
    Total
    
    $
    725,387
    
    
    $
    506,066
 Audit Fees Audit-Related Fees Tax Fees
 Audit Committee Pre-Approval Policies and Procedures
  20




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##### 



Item 15. Exhibits, Financial Statement Schedules
  ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to
section 302 of the Sarbanes Oxley Act of 2002. (filed
herewith)31.2
    
    Certification of Chief Financial Officer pursuant to
section 302 of the Sarbanes Oxley Act of 2002. (filed
herewith)
 21




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##### 



SIGNATURES
  IdleAire Technologies CorporationDate: April 30, 2008
    By:
    /s/ Michael C. CrabtreeMichael C. CrabtreePresident and Chief Executive
Officer
(Principal Executive Officer)  Signatures
    
    Title
    
    Date/s/ Michael C. Crabtree

Michael C. Crabtree
    
    President and Chief Executive
Officer
(Principal Executive Officer)
    
    April 30, 2008
 22