Exhibit 10.2


 


Amendment To Employment Agreement


 


THIS AMENDMENT (this “Amendment”)
is made by and between NAVTEQ CORPORATION (the “Company”), and DAVID B.
MULLEN (“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 October 1, 2002 (the “Agreement”).


 


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


 


WHEREAS, Section 16 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.


 


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


 


1.     Section 5(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 5(f) below), Executive shall be entitled to (i) receive from
the Company an amount equal to Executive’s Base Salary, plus target bonus
amount pro-rated for the year based on the date of termination, and (ii)
continue to participate in all of the Company’s medical, dental and vision
benefit programs (but not any other programs, including bonus and incentive
compensation plans and any programs that require continuing status as an active
employee in order to participate. e.g., a 401(k) plan, a profit sharing plan,
life insurance) for which, and on generally the same terms and conditions as,
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 5(b)(i) will be paid within 10 days following the delivery of the
General Release described below in Section 5(d), provided that such General
Release has by then become irrevocable.


 


2.     The first sentence of Section 5(d) is
deleted in its entirety and replaced with the following:


 


                                                                                                Notwithstanding
anything in this Section 5 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 5(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 


 


 


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termination
of the Employment Period and, then, for only so long as Executive has not
breached any provision of Section 6 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.     Section 5(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, unless such reduction is made in connection with a
company-wide reduction for budgetary purposes, and/or (iii) Executive is
required, as a condition to continued employment with the Company, to perform
Executive’s day-to-day duties and responsibilities to the Company at a location
that would require Executive to relocate his residence outside of the Chicago
metropolitan area;  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.


 


4.     Section 5 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 5(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 5(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 5(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 5(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.


 


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5.
    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.


 


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 27 day
of September, 2007.


 


 


 


	
   

  	
  NAVTEQ
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Judson Green

  
	
   

  	
   

  	
   

  
	
   

  	
  Name & Title:

  	
  Judson Green

  
	
   

  	
   

  	
  President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  DAVID B.
  MULLEN

  
	
   

  	
   

  
	
   

  	
  /s/ David B. Mullen

  



 


 


 


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