Exhibit 10.11.1


AGREEMENT


This Agreement is made as of
this 5th day of November, 2006, by and between
Traffic.com, Inc. (the “Company”) and Robert N. Verratti (the “Executive”).


WHEREAS, Executive is currently an employee of the
Company, with the title of Chief Executive Officer;


WHEREAS, it is the desire of the Company and in its
best interest to provide Executive with certain assurances concerning his
future with the Company, in the event certain circumstances arise; and


WHEREAS, on May 23rd, 2006 the Compensation Committee of the
Company’s Board of Directors approved the principal terms embodied in this
Agreement and the execution of an agreement with the Executive on the terms
contained herein.


NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and Executive hereby agree as follows:


1.             Change
in Control.  For purposes of this
Agreement, the term “Change in Control” shall mean the consummation of (a) a
merger, consolidation or sale of the Company, as a result of which the Company’s
security holders (measured as of the date immediately prior to such merger,
consolidation or sale) own or control less than fifty percent (50%) of the
total combined voting power of the resulting entity of such merger,
consolidation or sale; (b) the sale, transfer or other disposition of a
majority of the Company’s non-liquid assets to an unaffiliated third party.


2.             Cause.  For purposes of this Agreement, the term “Cause”
shall mean: (a) the Executive’s willful refusal or failure to perform a
material and substantial part of his or her professional duties, which refusal
or failure is not cured within fifteen (15) days following receipt from
the Company of written notice thereof; (b) the Executive’s commission of a
felony, or of any material act of fraud, or criminal conduct involving or
relating in any material way to the Company, (c) the Executive’s willful
violation of any material governmental law, rule or regulation or any judicial
ruling, order or decree applicable to the business of the Company, in each case
having a material adverse effect on the Company, or any act of willful
malfeasance or personal dishonesty materially injurious to the Company, or
(d) the Executive’s intentional and material breach of any
confidentiality, non-competition, non-solicitation or similar agreement with
the Company.


3.             Prior
Agreements.  It is intended by the
parties that the provisions of this Agreement be read as consistent with the
provisions of the  pre-existing
employment agreement of Executive by the Company, dated October 1, 2004 (the “Employment
Agreement”) and/or any existing stock option agreement between the Company and
the Executive outstanding as of the date hereof. The Employment Agreement and any such pre-existing stock option agreements shall remain in
full force and effect. The payments and the other executive benefits described
herein shall be deemed to be in addition to any benefits, payments, etc called
for in the Employment Agreement or in such pre-existing option agreements.


 









 



4.             Triggering Events.


A.            In the event that a
Change in Control occurs, regardless of other vesting provisions set forth in
the instruments detailing such awards, all outstanding unvested stock options,
restricted stock, SARs or other awards made under any of the Company’s
incentive plans (collectively, “Unvested Awards”) held by Executive as of the
date of the Change in Control shall be deemed to become immediately vested upon
the Change in Control.


B.            In the event that
either (a) the Company or its successor terminates Executive’s employment,
other than for Cause, or (b) Executive terminates his employment for any
reason, and within three (3) months following either such termination,
(c) a Change in Control occurs, upon the occurrence of such Change in Control,
the following shall take place:


(i)           All Unvested Awards
held by Executive as of the date of termination, shall be deemed to have become
vested, irrespective of any lapse which would otherwise have been deemed to
have occurred upon the date of termination, and shall thereafter, in the case
of options, SARs or similar awards, be exercisable upon such terms as shall
conform to the treatment of other options, etc. in connection with the Change
in Control; and


(ii)          The Company or its
successor shall pay to Executive a lump sum of cash equal to $290,000.


C.            In the event that
(a) a Change in Control occurs, and, within twelve (12) months following the
date of the Change in Control, either (b) the Company or its successor
terminates Executive’s employment, other than for Cause, or (c) Executive
terminates his employment for any reason, upon such a termination, the Company
or its successor shall pay to Executive a lump sum of cash equal to $290,000.


To
the extent that any payments under Paragraph 4A or Paragraph 4B are subject to
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
the Change in Control is not also a “change in control event” as defined in
applicable guidance under such section, payment shall not be made on the Change
in Control; rather, payment shall be made (I) in the case of Paragraph 4A, on
the earlier of Executive’s separation from service or the date payment would
have been made under the terms of the applicable plan or award, and (II) in the
case of Paragraph 4B, on the three month anniversary of Executive’s separation
from service, provided that, for the avoidance of doubt, the references in this
sentence to “payments” or “payment” are not intended to refer to the vesting of
stock options and shall not be construed to defer or prevent the vesting of
stock options.  In addition, to the
extent that any payments hereunder are subject to the timing rules of Section
409A(a)(2)(B)(i) of the Code (because they are made to “specified employees” in
connection with a “separation from service” as defined therein), then such
payments shall be made only within the timing rules of such statute, by
delaying, to the extent thus required, such payments until six months after the
date of separation.


5.             Miscellaneous.


5.1.          Assignment.  This Agreement shall inure to the benefit of
and be binding upon the Company’s successors and assigns.


 



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5.2.          Severability/Reformation.  In the event that any provision of this
Agreement is determined to be legally invalid, the affected provision shall be
stricken from the Agreement and the remaining terms of the Agreement shall be
enforced so as to give effect to the intention of the parties to the maximum
extent practicable, and this Agreement shall be construed and reformed to the
maximum extent permitted by law.


5.3.          Waiver; Amendment.  Any waiver by the Executive of a breach of
any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach of such provision or any other provision hereof. In
addition, any amendment to or modification of this Agreement or any waiver of
any provision hereof must be in writing and signed by the Executive and the
Company.


5.4.          Notices.  All notices, requests and other
communications provided for by this Agreement shall be in writing and shall be
effective when delivered in person or four business days after being deposited
in the mail of the United States, postage prepaid, registered or certified, and
addressed (a) in the case of Executive, to the address set forth underneath his
signature to this Agreement or (b) in the case of the Company, to the attention
of the Board of Directors, 851 Duportail Road, Wayne, PA 19087 and/or to such
other address as either party may specify by notice to the other.


5.5.          Entire Agreement.  This Agreement, the Employment Agreement, the
stock options agreements referenced in Section 4 and that certain Indemnity
Agreement dated May 8, 2006 by and between the Company and the Executive
constitute the entire agreement between the Company and Executive with respect
to the terms and conditions of Executive’s employment with the Company and
supersede and cancel all prior communications, agreements and understanding,
written or oral, between Executive and the Company with respect to the terms
and conditions of Executive’s employment with the Company.


5.6.          Counterparts.  This Agreement may be executed in
counterparts, each of which shall be original and all of which together, shall
constitute one and the same instrument.


5.7.          Governing Law.  This Agreement, the employment relationship
contemplated herein and any claim arising under this Agreement or from such
relationship, whether or not arising under this Agreement, shall be governed by
and construed in accordance with the internal laws of the Commonwealth of
Pennsylvania without giving effect to any choice or conflict of laws provisions
or rule thereof, and this Agreement shall be deemed to be performable in the Commonwealth
of Pennsylvania.


5.8.          Resolutions of
Disputes.  Any claim arising out of
or relating to any relationship between Executive and the Company or any
termination thereof, whether or not arising out of or relating to this
Agreement, shall be resolved by binding confidential arbitration, to be held in
Chester or Philadelphia County, Pennsylvania in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect. The
arbitration award shall be final and binding on the parties and enforceable by
either party in a court of competent jurisdiction in the Commonwealth of
Pennsylvania. Exclusive jurisdiction over entry of judgment upon arbitration
award rendered shall be any court appropriate subject matter jurisdiction in
the Commonwealth of Pennsylvania and the parties by this Agreement expressly
subject themselves to the personal jurisdiction of said court for the entry of
any such judgment, 


 



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for the
resolution of any dispute, action, or suit arising in connection with the entry
of such judgment or to enforce the award as stated in the previous sentence.
The prevailing party in any such arbitration will be entitled to receive from
the other party its attorneys’ fees and other costs and expenses incurred by
such party in connection with the arbitration in addition to any award or
damage recovery.


IN WITNESS WHEREOF, this Agreement has been executed by the Company, by
its duly authorized representative, and by Executive, as of the date first
above written.




	
   

  	
  TRAFFIC.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  EXECUTIVE: ROBERT N. VERRATTI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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