Exhibit 10.1


Amendment To Employment Agreement


 


THIS AMENDMENT (this “Amendment”)
is made by and between NAVTEQ CORPORATION (the “Company”), and JUDSON
GREEN (“Executive”) and amends that certain Amended and Restated
Employment Agreement dated as of April 30, 2004 by and between the Company and
Executive (the “Agreement”). 
Capitalized terms used but not otherwise defined in this Amendment shall
have the meanings ascribed to them in the Agreement.


 


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


 


WHEREAS, Section 5(c)
of the Agreement provides that all amendments to the Agreement must be in
writing; and


 


WHEREAS, the Company
and Executive wish to amend the Agreement to make certain changes made
necessary by Section 409A of the Internal Revenue Code of 1986, as amended.


 


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


 


1.     The following sentence is added immediately
to the end of Section 2(a):


 


                                The expenses covered under such Retiree
Health Benefit will be those covered under the Company’s group health plan for
active employees as in effect at the time of such retirement or termination, as
applicable.


 


2.     Subsection (f) of Section 2 is
re-designated as subsection (g) and the following new subsection (f) is added:


 


(f.)           Notwithstanding
the foregoing, if the termination giving rise to the payments described in
Section 2(e) 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 2(e)(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 2(e)(i), 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 2(f)) 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.


 


3.     Subsections (g) through (j) are renumbered
accordingly to preserve their proper order.


 


 


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4.     Section
2(g)(ii) of the Agreement is deleted in its entirety and replaced by the
following:


 


                                (ii)           “NAVTEQ
BREACH” shall mean a material failure of NAVTEQ to comply with the terms of
this Agreement; provided, however, that the foregoing shall not constitute a
NAVTEQ Breach unless (x) Green provides NAVTEQ with written objection
specifically stating the grounds which Green alleges constitutes a NAVTEQ
Breach within 90 days following the occurrence thereof, (y) NAVTEQ does not
reverse or otherwise cure the event or condition within 15 days of receiving
that written objection, and (z) Green resigns his employment within 240 days
following the expiration of that cure period.


 


5.     Section 2(g)(iv) of the Agreement is
deleted in its entirety and replaced by the following:


 


 (iv)         “GOOD CAUSE” shall mean (x) a significant diminution by
NAVTEQ of Green’s duties and responsibilities as compared to the duties and
responsibilities of Green on the Effective Date, or (y) a material reduction by
NAVTEQ of Green’s Base Annual Compensation or target bonus opportunity;
provided however, that neither of the foregoing will constitute “Good Cause”
unless: (x) Green provides NAVTEQ with written objection of the event or
condition within 90 days following the occurrence thereof, (y) NAVTEQ does not
reverse or otherwise cure the event or condition within 15 days of receiving
that written objection, and (z) Green resigns his employment within 240 days
following the expiration of that cure period.


 


6.
    The following sentence is added
immediately to the end of Section 6(a):


 


                                Any Gross-Up Payment payable hereunder
will be paid at such time as the excise tax to which it relates is required to
be withheld or remitted.


 


7.     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 28 day
of September, 2007.


 


 


 


	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard de Lange

  
	
   

  	
   

  	
   

  
	
   

  	
  Name
  & Title:

  	
  Richard
  de Lange

  
	
   

  	
   

  	
  Chairman
  Compensation Committee NAVTEQ

  
	
   

  	
   

  
	
   

  	
  JUDSON GREEN

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ Judson Green

  



 


 


 


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