AMENDMENT NO. 1
TO
NON-COMPETE AND CONFIDENTIALITY AGREEMENT
This Amendment No. 1 to Non-Compete
and Confidentiality Agreement (this “ Amendment
”) is made and entered into as of January 16, 2007 (the
“ Effective Date ”) by and between Canadian
Traffic Network ULC, an Alberta corporation (the “
Company ”) and an indirect wholly-owned subsidiary of
Global Traffic Network, Inc., a Delaware corporation (“
GTN ”), and Ken Casseri (the “ Employee
”).
A. The
Company and Employee have previously entered into that certain
Non-Compete and Confidentiality Agreement dated March 9, 2006
(the “ Agreement ”).
B. In
connection with the termination of Employee’s employment with
the Company and/or GTN, GTN and Employee have entered into that
certain Severance Agreement and General Release dated as of
January 16, 2007 (the “ Severance Agreement
”).
C. Pursuant
to the Severance Agreement, GTN has agreed has agreed to provide
Employee with compensation to which Employee is not otherwise
entitled in exchange for, among other things, Employee entering
into this Amendment.
D. Employee
is willing to grant the Company the benefits of the various
covenants contained herein in exchange for such
compensation.
Now, Therefore, in consideration
of the foregoing facts, the mutual covenants set forth herein and
for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Company and
Employee, intending to be legally bound, hereby agree to amend the
Agreement as follows:
1.
Amendment to Term of Restricted Covenants . Section 2
of the Agreement shall be amended in its entirety to read as
follows:
“2.
Restrictive Covenants . Employee agrees that during the
period Employee is employed by the Company (commencing on the
Effective Date) and continuing until January 31, 2009,
Employee will not, without the prior express written consent of the
Company, directly or indirectly, engage in any of the following
actions:
(a) render
services, advice or assistance to any corporation, person,
organization or other entity which engages in the provision of
traffic and/or news information to radio and television stations
any
