Exhibit 10.3


 


FOURTH AMENDMENT TO SHIELDS


CONSULTING AGREEMENT


 


This is a fourth amendment
(“Fourth Amendment”) to the Consulting Agreement by and between Navigation
Technologies Corporation (“NavTech”) and T. Russell Shields (“Shields”) dated
October 15, 2000, the First Amendment thereto dated September 15, 2001
(collectively the “Agreement”), the Second Amendment thereto dated October 15,
2002, and the Third Amendment thereto dated October 15, 2002, and is effective
April 15, 2003, subject to approval from the NavTech Board of Directors.


 


1.             Term.  The
Term of Section 2 of the Agreement is hereby extended to April 15, 2004.


 


2.             Compensation. 
Section 4
of the Agreement is amended and restated in its entirety as follows:


 


“4.
Compensation.  NavTech will pay
Shields (a) a flat fee of $3000 month for the
General Support under Section 6 below, plus (b) $300 per hour for any
additional consulting services that Shields performs for NavTech under Section
3 above, which compensation is payable by NavTech to Shields no later than 30
days after receipt by NavTech of an invoice from Shields.”


 


3.             General Support. 
Section 6 of the Agreement is amended and restated in its entirety as
follows:


 


“In addition
to the consulting services under Section 3 above, Shields will: (a) assist the
NavTech President in general reviews and advice to him and NavTech executives;
(b) support NavTech in general industry and customer relations; and (c)
promptly inform the NavTech President of all scheduled meetings he has with actual
and potential customers and suppliers of NavTech which are on a list supplied to Shields by the NavTech President from time
to time, but not the subject matter thereof unless there is substantive discussion about NavTech.  The services under subparts (a)-(c) are referred
to as “General Support”.  The
General Support services under subparts (a) and (b) will be undertaken under
the direction of the NavTech President, and is expected to take an average of about 5 to 10 hours per month of Shields’ time.”


 


4.             Communications and Travel.  Sections 7 and 8 of the Agreement are
deleted in their entirety.


 


5.             Notices. 
The NavTech address and fax information under Section 20 is amended to
read as follows:


 


	
  “If to
  NavTech, at:

  	
   

  	
  Navigation
  Technologies Corporation

  
	
   

  	
   

  	
  Attn: General
  Counsel

  
	
   

  	
   

  	
  The
  Merchandise Mart, Suite 900

  
	
   

  	
   

  	
  Chicago,
  IL  60654

  



 

















 


	
   

  	
   

  	
  Fax: (312)
  894-7212”

  



 


In witness whereof, each of the parties has executed this Fourth
Amendment as of the date first written above.


 


	
   

  	
   

  	
  T. Russell
  Shields

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ T. Russell
  Shields

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Navigation
  Technologies Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Judson
  C. Green

  	
   

  
	
   

  	
   

  	
   

  



 


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