Exhibit
10.4


 


AMENDMENT TO LETTER OF EMPLOYMENT


OF


JEFFREY L. MIZE


 


This amendment (“Amendment”)
to your letter of employment with NAVTEQ Corporation (“Company”) dated February
26, 2001, as amended by your International Assignment letter agreement dated March
16, 2003, and your Relocation Assistance summary dated April 2003 (collectively
“Letter of Employment”), is made as of the latest date of signature below (“Effective
Date”). The Letter of Employment, together with this Amendment, shall
hereinafter be referred to as your “Employment Agreement”.


1.                                       Duties. You
shall serve as Senior Vice President, NAVTEQ Vehicle Sales of the Company and
shall have the normal duties, responsibilities, functions and authority of such
positions.


2.                                       Termination. In
the event that your employment is terminated with Cause (defined below), you
shall be provided with written notice containing a reasonably detailed
description of the Company’s basis for your termination. In the event that your
employment is terminated without Cause, or you terminate your employment for
Good Reason (defined below), the Company will: (i) provide you with severance
pay equal to twelve (12) months of your then base salary; (ii) pay you a bonus
at the full target bonus amount for any prior annual period for which such
bonus has not yet been paid at the time of your termination, as well as a pro
rata share of such full target bonus amount for the annual period in which you
are terminated, based on the number of days of the year that have elapsed as of
the effective date of your termination; and (iii) continue your medical, dental
and vision benefits at the Company’s expense for a period of twelve (12) months
after the effective date of termination; provided, however, that the Company’s
obligation to provide the foregoing severance pay and benefits is contingent on
your execution and delivery to the Company, within 30 days following your
termination, of a general release in favor of the Company and its affiliates,
directors, officers, shareholders, employees and each of their successors, in
the form reasonably prescribed by the Company. 
The amounts payable pursuant to clauses (i) and (ii), above, will be
paid in a single lump sum within 10 days following your delivery of the
above-described release, provided that such release has by then become
irrevocable.  The severance pay and
benefits described herein will be in lieu of, not in addition to, any other
severance arrangement maintained by the Company.  “Cause” means commission of a felony or any
act or omission in the conduct of your duties constituting fraud, gross
negligence or willful misconduct.  “Good
Reason” means any one or more of: (a) a significant diminution of your duties;
(b) a material reduction in your base salary; and/or (c) a material reduction
in your target bonus; provided, however, that none of the foregoing will
constitute “Good Reason” unless:


(i)                                     you provide the
Company with written objection to the event of condition within ninety (90)
days following the occurrence thereof,


(ii)                                  The Company
does not reverse or otherwise cure the event or condition within thirty (30)
days of receiving that written objection, and


(iii)                               you resign your
employment within 240 days following the expiration of such cure period.


3.                                       Special Timing
Rules.  Notwithstanding the foregoing, if
the termination giving rise to the payments described in Paragraph 2 is not a “Separation
from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any
successor provision), then the amounts otherwise payable pursuant to Paragraph
2 will be deferred without interest and will not be paid until you experiences
a Separation from Service.  In addition,
to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) 


 





















 


(or any successor provision) is necessary to avoid
the application of an additional tax under Section 409A of the Internal Revenue
Code of 1986, as amended, to amounts payable under Paragraph 2, those amounts
that would otherwise be paid within six months following your Separation from
Service (taking into account the preceding sentence of this paragraph) will
instead be deferred without interest and paid to you in a lump sum immediately
following that six-month period.  This
provision shall not be construed as preventing the application of Treas. Reg. §
1.409A-1(b)(9)(iii) to amounts payable hereunder.


4.                                       Seat of
Arbitration.  In order to minimize costs
and expenses for all parties, any disputes or controversies arising in
connection with your employment or the cessation of your employment with the
Company will be resolved by binding arbitration in the city of Chicago in the
State of Illinois.  The arbitration will
be conducted in accordance with the applicable rules of the American
Arbitration Association under Illinois law.]


5.                                       Effect of
Amendment. Except as modified by this Amendment, all other terms of your Letter
of Employment remain in effect. In the event of any inconsistencies between
your Letter of Employment (or any other prior or contemporaneous agreement,
discussion or understanding) and this Amendment, the terms of this Amendment
prevail. The Employment Agreement does not in any way alter or supersede any of
your stock option agreements or other incentive award agreements with the
Company, which such agreements remain in full force and effect.


 


AGREED TO AND ACCEPTED:


 


NAVTEQ Corporation


 


 


	
  By:

  	
  /s/ Judson Green

  	
   

  	
   /s/ Jeffrey L. Mize

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  President & CEO

  	
   

  	
  Date:

  	
  27 September 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


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