EXTENDED UNTIL THE IMMEDIATELY FOLLOWING BUSINESS DAY. AS USED
HEREIN, "BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR A UNITED
STATES FEDERAL HOLIDAY.
23.
ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL,
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
ANY PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES HERETO WITH RESPECT
TO INDEMNIFICATION ARE HEREBY TERMINATED AND OF NO FURTHER FORCE OR EFFECT. THIS
AGREEMENT IS NOT THE EXCLUSIVE MEANS OF SECURING INDEMNIFICATION RIGHTS OF
INDEMNITEE AND IS IN ADDITION 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 WILL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
11
IN WITNESS WHEREOF, INDEMNITEE HAS EXECUTED AND THE COMPANY HAS CAUSED ITS DULY
AUTHORIZED REPRESENTATIVE TO EXECUTE THIS AGREEMENT AS OF THE DATE FIRST ABOVE
WRITTEN.
TRAFFIC.COM, INC.
By:
Name:
Title:
INDEMNITEE:
Name:
Address:
Signature Page to Director and Officer Indemnification Agreement
12