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.