Exhibit 10.3


 


Amendment To Employment Agreement


 


THIS AMENDMENT (this “Amendment”)
is made by and between NAVTEQ CORPORATION (the “Company”), and JOHN
MACLEOD (“Executive”). 
Capitalized terms used but not otherwise defined in this Amendment shall
have the meanings ascribed to them in that certain Employment Agreement by and
between the Company and Executive dated September 18, 2000 (the “Agreement”).


 


WHEREAS, the Company
and Executive are parties to the Agreement; and


 


WHEREAS, Section 15 of
the Agreement provides that the parties may amend the Agreement at any time in
writing; and


 


WHEREAS, the Company
and Executive wish to amend the Agreement to incorporate certain changes made
necessary by Section 409A of the Internal Revenue Code and to provide for the
payment to Executive of a pro-rata target bonus in the event his employment is
terminated by the Company without Cause or by Executive with Good Reason.


 


NOW
THEREFORE, intending to be legally bound hereby, the parties
hereby amend the Agreement as follows:


 


1.     Section 4(b) of the Agreement is deleted in
its entirety and replaced by the following:


 


                                                                                              (b)           In the event the Employment Period is
terminated by the Company without Cause or by Executive with Good Reason (as
defined in Section 4(f) below), Executive shall be entitled to (i) receive from
the Company an amount equal to Executive’s Base Salary and a pro rata target
bonus for the year of termination, and (ii) continue to participate in all of
the Company’s employee benefit programs for which all senior executive
employees of the Company and its Subsidiaries are then generally eligible
(other than bonus and incentive compensation plans) from the date of such
termination through the first anniversary of the date of such termination.  The amount described in Section 4(b)(i) will
be paid within 10 days following the delivery of the General Release described
below in Section 4(d), provided that such General Release has by then become
irrevocable.


 


2.     The first sentence of Section 4(d) is
deleted in its entirety and replaced with the following:


 


                                                                                                Notwithstanding
anything in this Section 4 to the contrary, Executive shall only be entitled to
receive, and the Company shall only be obligated to provide, the payments and
benefits set forth in Section 4(b) above if Executive has executed and
delivered to the Company a General Release in form and substance substantially
similar to Exhibit A attached hereto within 30 days following the termination
of the Employment Period and, then, for only so long as Executive has not
breached any provision of Section 5 of this Agreement or any provision of


 


 

















 


                                                                                                that certain
Proprietary Information and Inventions Agreement, dated as of the date hereof,
by and between Executive and the Company (the “Proprietary Rights Agreement”).


 


3.     The last two subsections of Section 4 are
re-designated as subsections (e) and (f).


 


4.     Section 4(f) of the Agreement is deleted in
its entirety and replaced with the following:


 


(f)            For purposes of this Agreement, “Good Reason” means
(i) a significant diminution by the Company of Executive’s duties and
responsibilities as compared to the duties and responsibilities of Executive as
of the date hereof and/or (ii) a material reduction by the Company of Executive’s
Base Salary; provided, however, that neither
of the foregoing will constitute “Good Reason” unless: (x) Executive provides
the Company with written objection of the event or condition within 90 days
following the occurrence thereof, (y) the Company does not reverse or otherwise
cure the event or condition within 30 days of receiving that written objection,
and (z) Executive resigns his employment within 240 days following the
expiration of that cure period.


 


5.     Section 4 of the Agreement is amended by
the addition of a new subsection (g) as follows:


 


(g)                                  Timing of Payments Following Separation
from Service.  Notwithstanding the foregoing, if the
termination of employment giving rise to the payments described in Section 4(b)
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
Section 4(b)(i) will be deferred and will not be paid until such time as
Executive 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
Section 4(b), those amounts that would otherwise be paid within six months
following Executive’s Separation from Service (taking into account the
preceding sentence of this Section 4(g)) will instead be deferred (without
interest) and paid to Executive 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.


 


6.
    Except as otherwise amended by this
Amendment, the
parties hereby confirm that all of the other terms and provisions of the
Agreement remain in full force and effect and remain unchanged.


 


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IN WITNESS WHEREOF, the
Company has caused this Amendment to be executed by its duly authorized officer,
and Executive has executed this Amendment, in each case on the 26 day of September,
2007.


 


 


 


	
   

  	
  NAVTEQ CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Judson
  Green

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name & Title:

  	
  Judson Green

  	
   

  
	
   

  	
   

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JOHN MACLEOD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ John MacLeod

  	
   

  



 


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