Exhibit 10.24
[FORM OF INDEMNIFICATION AGREEMENT]
TRAFFIC.COM, INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
This Director and Officer Indemnification Agreement, dated as of ______________,
2006 (this "Agreement"), is made by and between Traffic.com, Inc., a Delaware
corporation (the "Company"), and __________________ (the "Indemnitee").
RECITALS:
A.
SECTION 141 OF THE DELAWARE GENERAL CORPORATION LAW PROVIDES THAT
THE BUSINESS AND AFFAIRS OF A CORPORATION SHALL BE MANAGED BY OR UNDER THE
DIRECTION OF ITS BOARD OF DIRECTORS.
B.
BY VIRTUE OF THE MANAGERIAL PREROGATIVES VESTED IN THE DIRECTORS
AND OFFICERS OF A DELAWARE CORPORATION, DIRECTORS AND OFFICERS ACT AS
FIDUCIARIES OF THE CORPORATION AND ITS STOCKHOLDERS.
C.
THUS, IT IS CRITICALLY IMPORTANT TO THE COMPANY AND ITS
STOCKHOLDERS THAT THE COMPANY BE ABLE TO ATTRACT AND RETAIN THE MOST CAPABLE
PERSONS REASONABLY AVAILABLE TO SERVE AS DIRECTORS AND OFFICERS OF THE COMPANY.
D.
IN RECOGNITION OF THE NEED FOR CORPORATIONS TO BE ABLE TO INDUCE
CAPABLE AND RESPONSIBLE PERSONS TO ACCEPT POSITIONS IN CORPORATE MANAGEMENT,
DELAWARE LAW AUTHORIZES (AND IN SOME INSTANCES REQUIRES) CORPORATIONS TO
INDEMNIFY THEIR DIRECTORS AND OFFICERS, AND FURTHER AUTHORIZES CORPORATIONS TO
PURCHASE AND MAINTAIN INSURANCE FOR THE BENEFIT OF THEIR DIRECTORS AND OFFICERS.
E.
THE DELAWARE COURTS HAVE RECOGNIZED THAT INDEMNIFICATION BY A
CORPORATION SERVES THE DUAL POLICIES OF (1) ALLOWING CORPORATE OFFICIALS TO
RESIST UNJUSTIFIED LAWSUITS, SECURE IN THE KNOWLEDGE THAT, IF VINDICATED, THE
CORPORATION WILL BEAR THE EXPENSE OF LITIGATION, AND (2) ENCOURAGING CAPABLE
WOMEN AND MEN TO SERVE AS CORPORATE DIRECTORS AND OFFICERS, SECURE IN THE
KNOWLEDGE THAT THE CORPORATION WILL ABSORB THE COSTS OF DEFENDING THEIR HONESTY
AND INTEGRITY.
F.
THE NUMBER OF LAWSUITS CHALLENGING THE JUDGMENT AND ACTIONS OF
DIRECTORS AND OFFICERS OF DELAWARE CORPORATIONS, THE COSTS OF DEFENDING THOSE
LAWSUITS AND THE THREAT TO PERSONAL ASSETS HAVE ALL MATERIALLY INCREASED OVER
THE PAST SEVERAL YEARS, CHILLING THE WILLINGNESS OF CAPABLE WOMEN AND MEN TO
UNDERTAKE THE RESPONSIBILITIES IMPOSED ON CORPORATE DIRECTORS AND OFFICERS.
G.
RECENT FEDERAL LEGISLATION AND RULES ADOPTED BY THE SECURITIES AND
EXCHANGE COMMISSION AND THE NATIONAL SECURITIES EXCHANGES HAVE EXPOSED SUCH
DIRECTORS AND OFFICERS TO NEW AND SUBSTANTIALLY BROADENED CIVIL LIABILITIES.
H.
UNDER DELAWARE LAW, A DIRECTOR'S OR OFFICER'S RIGHT TO BE
REIMBURSED FOR THE COSTS OF DEFENSE OF CRIMINAL ACTIONS, WHETHER SUCH CLAIMS ARE
ASSERTED UNDER STATE OR FEDERAL LAW, DOES NOT DEPEND UPON THE MERITS OF THE
CLAIMS ASSERTED AGAINST THE DIRECTOR OR OFFICER AND IS SEPARATE AND DISTINCT
FROM ANY RIGHT TO INDEMNIFICATION THE DIRECTOR MAY BE ABLE TO ESTABLISH.
1
I.
INDEMNITEE IS, OR WILL BE, A DIRECTOR AND/OR OFFICER OF THE
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 IN
ACCORDANCE WITH THE PRINCIPLES REFLECTED ABOVE, TO THE FULLEST EXTENT PERMITTED
BY THE LAWS OF THE STATE OF DELAWARE, AND UPON THE OTHER UNDERTAKINGS SET FORTH
IN THIS AGREEMENT.
J.
THE COMPANY'S FIFTH AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION PROVIDES THE COMPANY WITH THE EXPRESS AUTHORITY TO