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Traffic.com, Inc. – IPO: ‘S-1’ on 8/30/05 – EX-10.2

On:  Tuesday, 8/30/05, at 9:49pm ET   ·   As of:  8/31/05   ·   Accession #:  1047469-5-22277   ·   File #:  333-127973

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/21/05   ·   Latest:  ‘S-1/A’ on 1/24/06

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/31/05  Traffic.com, Inc.                 S-1                   46:5.8M                                   Merrill Corp/New/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.11M 
 2: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     96K 
11: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     52K 
12: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     53K 
13: EX-4.12     Instrument Defining the Rights of Security Holders  HTML     53K 
14: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     53K 
15: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     50K 
16: EX-4.15     Instrument Defining the Rights of Security Holders  HTML     53K 
17: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     53K 
18: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     52K 
19: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     52K 
20: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     38K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     38K 
21: EX-4.20     Instrument Defining the Rights of Security Holders  HTML     50K 
22: EX-4.21     Instrument Defining the Rights of Security Holders  HTML     53K 
23: EX-4.22     Instrument Defining the Rights of Security Holders  HTML     55K 
24: EX-4.23     Instrument Defining the Rights of Security Holders  HTML     53K 
25: EX-4.24     Instrument Defining the Rights of Security Holders  HTML     84K 
26: EX-4.25     Instrument Defining the Rights of Security Holders  HTML     90K 
27: EX-4.26     Instrument Defining the Rights of Security Holders  HTML     75K 
28: EX-4.27     Instrument Defining the Rights of Security Holders  HTML    116K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     55K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     38K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     53K 
 8: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     52K 
 9: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     52K 
10: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     53K 
29: EX-10.1     Material Contract                                   HTML     74K 
38: EX-10.10    Material Contract                                   HTML     36K 
39: EX-10.11    Material Contract                                   HTML     36K 
40: EX-10.12    Material Contract                                   HTML     18K 
41: EX-10.13    Material Contract                                   HTML     21K 
42: EX-10.14    Material Contract                                   HTML     17K 
43: EX-10.15    Material Contract                                   HTML     30K 
44: EX-10.17    Material Contract                                   HTML    124K 
45: EX-10.18    Material Contract                                   HTML    111K 
30: EX-10.2     Material Contract                                   HTML     60K 
31: EX-10.3     Material Contract                                   HTML    243K 
32: EX-10.4     Material Contract                                   HTML     34K 
33: EX-10.5     Material Contract                                   HTML     39K 
34: EX-10.6     Material Contract                                   HTML     29K 
35: EX-10.7     Material Contract                                   HTML    233K 
36: EX-10.8     Material Contract                                   HTML    103K 
37: EX-10.9     Material Contract                                   HTML     26K 
46: EX-23.1     Consent of Experts or Counsel                       HTML     16K 


EX-10.2   —   Material Contract
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Traffic.Com, Inc. Amended and Restated 1999 Non-Employees' Stock Plan Effective as of May 11, 2000
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Exhibit 10.2


TRAFFIC.COM, INC.
AMENDED AND RESTATED
1999 NON-EMPLOYEES' STOCK PLAN
EFFECTIVE AS OF MAY 11, 2000

        1.    Purpose.    The purpose of this 1999 Non-Employees' Stock Plan, is to advance the interests of traffic.com, Inc. (the "Company") and its stockholders by providing a means to attract and retain highly qualified persons to serve as non-employee directors, advisers, and consultants, as well as other persons providing services to the Company in a non-employee capacity, and to enable such persons to acquire or increase a proprietary interest in the Company, thereby promoting a closer identity of interests between such persons and the Company's stockholders.

        2.    Definitions.    In addition to terms defined elsewhere in the Plan, the following are defined terms under the Plan:


        3.    Administration.    

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Other provisions of the Plan notwithstanding, the Board may perform any function of the Committee under the Plan, including without limitation for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3. In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board.

        4.    Shares Available Under the Plan.    Subject to adjustment as provided in Section 11, the total number of Shares reserved and available for issuance under the Plan is 546,000. Such Shares may be authorized but unissued Shares, treasury Shares, or Shares acquired in the market for the account of the Participant. For purposes of the Plan, Shares that may be purchased upon exercise of an Option or delivered in settlement of Deferred Shares will not be considered to be available after such Option has been granted or Deferred Share credited, except for purposes of issuance in connection with such Option or Deferred Share; provided, however, that, if an Option expires for any reason without having been exercised in full, the Shares subject to the unexercised portion of such Option will again be available for issuance under the Plan.

        5.    Administration by the Board.    Any action by the Board relating to the Plan will be taken only if, in addition to any other required vote, such action is approved by the affirmative vote of a majority of the directors who are not then eligible to participate in the Plan.

        6.    Limitation of Liability.    Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any subsidiary, the Company's independent certified public accountants or any executive compensation consultant, legal counsel or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on its behalf shall, to the extent permitted by law and the By-laws of the Company, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.

        7.    Eligibility.    Each person who, on any date on which an Option is to be granted under Section 8 or on which fees are to be paid which could be received in the form of Shares or deferred in the form of Deferred Shares under Section 9 or on which Restricted Stock is to be granted under Section 10, is not an employee of the Company or any subsidiary of the Company will be eligible, at such date, to be granted an Option under Section 8 or receive fees in the form of Shares or defer fees

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in the form of Deferred Shares under Section 9 or be granted Restricted Stock under Section 9. No person other than those specified in this Section 7 will be eligible to participate in the Plan.

        8.    Options.    

        9.    Receipt of Shares or Deferred Shares In Lieu of Fees.    Each director of the Company may elect to be paid fees in the event fees are authorized by the Committee, in his or her capacity as a director

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(including annual retainer fees for service on the Board, fees for service on a Board committee, fees for service as chairman of a Board committee, and any other fees paid to directors) in the form of Shares or Deferred Shares in lieu of cash payment of such fees, if such director is eligible to do so under Section 7 prior to the date any such fee is otherwise earned. Any person selected by the Committee for participation in the Plan by reason of providing services to or on behalf of the Company may, if specifically authorized by the Committee in writing to do so, elect to receive payment for their services in the form of Shares or Deferred Shares in lieu of cash payment of such fees for services rendered at any time prior to the time such fees are earned. For purposes of this section, the term "earned" relative to fees to be received by a Participant shall mean the point in time when the Participant would be deemed to be in constructive receipt of such fees under the Internal Revenue Code. If so elected, payment of fees in the form of Shares or Deferred Shares shall be made in accordance with this Section 9.

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        10.    Restricted Stock.    

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        11.    Adjustment Provisions.    

        12.    Changes to the Plan.    The Board of Directors may amend, alter, suspend, discontinue, or terminate the Plan or authority to grant Options or pay fees in the form of Shares or Deferred Shares under the Plan without the consent of stockholders or Participants, except that any amendment or alteration will be subject to the approval of the Company's stockholders at or before the next annual meeting of stockholders for which the record date is after the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system as then in effect, provided, however, that any action by the Board relating to this Section 12 will be taken only if, in addition to any other required vote by the Board, such action is approved by the affirmative vote of a majority of the directors who are not then eligible to participate in the Plan. The Board may also determine to submit other such amendments or alterations to stockholders for approval; provided, however, that, without the consent of an affected

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Participant, no such action may materially impair the rights of such Participant with respect to any previously granted Option or any previous payment of fees in the form of Shares or Deferred Shares.

        13.    Delegation of Authority.    The Plan shall be administered by a Committee of the Board appointed by the Board or by the Board in the absence of such an appointment. The Committee shall have full and final authority to take such actions with respect to the Plan as is delegated by the Board and consistent with the Plan. The Committee may delegate to officers or managers of the Company or any subsidiary of the Company the authority, subject to such terms as the Committee shall determine, to carry such functions of the Committee as the Committee may determine, to the extent permitted under applicable law and the Plan.

        14.    General Provisions.    

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        15.    Effective Date and Plan Termination.    The Plan will be effective as of the date of its approval by the stockholders of the Company, and, unless earlier terminated by action of the Board, shall terminate at such time as no Shares remain available for issuance under the Plan and the Company and Participants have no further rights or obligations under the Plan.

        16.    Withholding Taxes.    The delivery of Shares, Shares pursuant to an Option, or Deferred Shares, or Restricted Stock under this Plan shall be subject to the requirement that the Participant make adequate arrangements with the Company to effect any required withholding taxes or other sums required by the law to be deducted and withheld by the Company on the value of such Shares or Deferred Shares.

        17.    Changes to Award Agreements.    The Committee may, but only with the consent of the Participant, amend, change, revoke, or modify the terms of any Award Agreement with a Participant, and may exchange one form of award for another (e.g., an Option under Section 8 may be exchanged for Restricted Stock under Section 10). Such amendments, changes, revocation, modifications or exchanges may not affect the rights of a Participant to Shares which have already vested under the terms of the Agreement with the Participant and this Plan, except with the consent of the Participant, and may, with the consent of the Participant, be retroactive to the date of the original Award Agreement, or to any interim date.

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TRAFFIC.COM, INC. AMENDED AND RESTATED 1999 NON-EMPLOYEES' STOCK PLAN EFFECTIVE AS OF MAY 11, 2000

Dates Referenced Herein

This ‘S-1’ Filing    Date    Other Filings
Filed as of:8/31/05None on these Dates
Filed on:8/30/05
5/11/00
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Filing Submission 0001047469-05-022277   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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