Form of Employment Agreement



 Exhibit 10.3 

EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of
            , 2010 by and between AutoNavi Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and
            , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to
include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”). 

RECITALS 
 A. The Company
desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). 
 B.
The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of this Agreement. 

AGREEMENT 

The parties hereto agree as follows: 
  

	1.	POSITION 

 The Executive
hereby accepts a position of             (the “Employment”) of the Company. 
  

	2.	TERM 

 Subject to the
terms and conditions of this Agreement, the initial term of the Employment shall be             years, commencing on
            , 20            (the “Effective Date”), until
            , 20    , unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the initial term, the Employment shall be automatically
extended for successive one-year terms unless either party gives the other party hereto a one-month prior written notice to not renew the Employment upon the expiration of such one-year term or unless terminated earlier pursuant to the terms of this
Agreement. 
  

	3.	PROBATION 

 There is no
probation period for the Employment. 
  

	4.	DUTIES AND RESPONSIBILITIES 


The Executive’s duties at the Company will include all jobs assigned by the Board of Directors of the Company (the
“Board”) or, if authorized by the Board, by the Company’s Chief Executive Officer. 
 The Executive shall
devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement and the guidelines, policies and procedures of the
Company approved from time to time by the Board. 







 The Executive shall use his/her best efforts to perform his/her duties hereunder. The
Executive shall not, without the prior written consent of the Board, become an employee or consultant of any entity other than the Company and/or any member of the Group, and shall not carry on or be interested in the business or entity that
competes with that carried on by the Group (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding any shares or other securities of any Competitor that is listed
on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his/her interest in such shares or securities in a timely manner and with such details and particulars as the Company may
reasonably require. 
  

	5.	NO BREACH OF CONTRACT 


The Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the
performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound, except for agreements
that are required to be entered into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based, if any; (ii) that the Executive has no information (including, without
limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder; and (iii) that the
Executive is not bound by any confidentiality, trade secret or similar agreement with any other person or entity except for other member(s) of the Group, as the case may be. 

 

	6.	LOCATION 

 The Executive
will be based in Beijing, China until both parties hereto agree to change otherwise. 
  

	7.	COMPENSATION AND BENEFITS 

  

	 	(a)	Cash Compensation. The Executive’s cash compensation shall be provided by the Company pursuant to Schedule A hereto, subject to annual review and
adjustment by the Board. 

  

	 	(b)	Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, including but not limited to the 2007 Share Incentive Plan, the
Executive will be eligible for participating in such plan pursuant to the terms and conditions thereof as determined by the Board, and any award granted thereunder will be governed by an award agreement to be entered into separately between the
Company and the Executive. 

  

	 	(c)	Benefits. The Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the Company
in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and annual holiday plan. 

  

	8.	TERMINATION OF THE AGREEMENT 

  

	 	(a)	By the Company. The Company may terminate the Employment for cause, at any time, without advance notice or remuneration, if (1) the Executive is convicted
or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement, (2) the Executive has been negligent or acted dishonestly to the detriment of the Company, (3) the Executive has engaged in actions amounting to
misconduct or failed to perform his/her duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure, (4) the Executive has died, or (5) the Executive has a disability which
shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his/her employment with the Company, even with reasonable accommodation that does not impose
an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable law, in which case that longer period would apply. In addition, the Company may terminate the Employment without cause,
at any time, upon one-month prior written notice to the Executive. Upon termination without cause, the Company shall provide the Executive with severance benefits, including (i) compensation equivalent to six months of the Executive’s cash
compensation that he/she is entitled to immediately prior to such termination, (ii) health care coverage for six months following date of termination to the same extent that the Executive would have been entitled to had his/her employment
continued during such six-month period, and (iii) payment of an annual bonus in an amount equivalent to the annual bonus the Executive received for the year prior to the year in which the termination occurs. Notwithstanding the forgoing, if the
applicable law of the jurisdiction where the Executive is based requires more compensation to the Executive, such laws and regulations shall be followed. 

  


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	 	(b)	By the Executive. The Executive may terminate the Employment at any time with a one-month prior written notice to the Company, if (1) there is any
significant change in the Executive’s authorities and responsibilities inconsistent in any material and adverse respect with his/her title and position, or (2) there is a material reduction in the Executive’s annual salary before the
next annual salary review. Under such circumstances, the Executive is entitled to the same severance benefits as in the situation of termination by the Company without cause as set forth in Section 8(a) above. In addition, the Executive may
resign prior to the expiration of this Agreement if such resignation is approved by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board. 


 

	 	(c)	Notice of Termination. Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the
terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination. 


 

	9.	CONFIDENTIALITY AND NONDISCLOSURE 

  

	 	(a)	Confidentiality and Non-disclosure. In the course of the Executive’s services, the Executive may have access to the Company and/or the Company’s
clients’ and/or prospective clients’ trade secrets and confidential information, including but not limited to those embodied in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices,
hardware, or other media or vehicles, pertaining to the Company and/or the Company’s clients’ and/or prospective clients’ business. All such trade secrets and confidential information are considered confidential. All materials
containing any such trade secret and confidential information are the property of the Company and/or the Company’s clients and/or prospective clients, and shall be returned to the Company and/or the Company’s clients and/or prospective
clients upon expiration or earlier termination of this Agreement. The Executive shall not directly or indirectly disclose or use any such trade secret or confidential information, except as required in the performance of the Executive’s duties
in connection with the Employment, or pursuant to applicable law. 

  

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	 	(b)	Trade Secrets. During and after the Employment, the Executive shall hold the Trade Secrets (as defined below) in strict confidence; the Executive shall not
disclose the Trade Secrets to anyone except other employees of the Company who have a need to know the Trade Secrets in connection with the Company’s business. The Executive shall not use the Trade Secrets other than for the benefits of the
Company. 

 “Trade Secrets” means information deemed confidential by the Company, treated by the
Company or which the Executive knows or ought reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies, methods, inventions, conceptions, technology, technical data, financial
information, corporate structure and know-how, relating to the business and affairs of the Company and its subsidiaries, affiliates and business associates, whether embodied in memoranda, manuals, letters or other documents, computer disks, tapes or
other information storage devices, hardware, or other media or vehicles. Trade Secrets do not include information generally known or released to public domain through no fault of the Executive. 

 

	 	(c)	Former Employer Information. The Executive represents and agrees that, during the term of his/her employment with the Company, he/she has not improperly used or
disclosed, and will not improperly use or disclose, any proprietary information or trade secrets of any former employer or other person or entity with which the Executive has an agreement to keep in confidence information acquired by the Executive,
if any. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of
the foregoing. 

  

	 	(d)	Third Party Information. The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or
proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third
parties, during the Executive’s employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner
consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party. 


This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this
Section 9, the Company shall have right to seek remedies permissible under applicable law. 
  

	10.	INVENTIONS 

  

	 	(a)	Inventions Retained and Licensed. The Executive has attached hereto, as Schedule B, a list describing all inventions, ideas, improvements, designs and
discoveries, whether or not patentable and whether or not reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether made solely by the Executive or jointly with others) that
(i) were developed by the Executive prior to the Executive’s employment by the Company (collectively, “Prior Inventions”), (ii) relate to the Company’ actual or proposed business, products or research and
development, and (iii) are not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. Except to the extent set forth in Schedule B, the Executive hereby
acknowledges that, if in the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention owned by the Executive or in which he/she has an interest, the Company is hereby granted
and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use, sell, sublicense and otherwise
distribute such Prior Invention as part of or in connection with such product, process or machine. 

  

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	 	(b)	Disclosure and Assignment of Inventions. The Executive understands that the Company engages in research and development and other activities in connection with
its business and that, as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value for the Company. 


From and after the Effective Date, the Executive shall disclose in confidence to the Company all inventions, improvements, designs,
original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively, the “Inventions”), which the Executive may solely or jointly conceive or
develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the Executive’s Employment at the Company. The Executive acknowledges that copyrightable works prepared by the Executive within
the scope of and during the period of the Executive’s Employment with the Company are “works for hire” and that the Company will be considered the author thereof. The Executive agrees that all the Inventions shall be the sole and
exclusive property of the Company and the Executive hereby assigns all his/her right, title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration. 

 

	 	(c)	Patent and Copyright Registration. The Executive agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask
work rights, trade secret rights, and other legal protection for the Inventions. The Executive will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade
secrets and other legal protections. The Executive’s obligations under this paragraph will continue beyond the termination of the Employment with the Company, provided that the Company will reasonably compensate the Executive after such
termination for time or expenses actually spent by the Executive at the Company’s request on such assistance. The Executive appoints the Secretary of the Company as the Executive’s attorney-in-fact to execute documents on the
Executive’s behalf for this purpose. 

  

	 	(d)	Return of Confidential Materials. In the event of the Executive’s termination of employment with the Company for any reason whatsoever, the Executive agrees
promptly to surrender and deliver to the Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any confidential information or to his/her employment, and the Executive will not retain or take with
him/her any tangible materials or electronically stored data, containing or pertaining to any confidential information that the Executive may produce, acquire or obtain access to during the course of his/her employment. 


 

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 This Section 10 shall survive the termination of this Agreement for any reason. In the
event the Executive breaches this Section 10, the Company shall have right to seek remedies permissible under applicable law. 
  

	11.	NON-COMPETITION AND NON-SOLICITATION 


In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by
the parties hereto, the Executive agrees that during the term of the Employment and for a period of one year following the termination of the Employment for whatever reason: 

 

	 	(a)	The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity
as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; 


 

	 	(b)	unless expressly consented to by the Company, the Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or
engage, whether as principal, partner, licensor or otherwise, any Competitor; and 

  

	 	(c)	unless expressly consented to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever,
to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. 


The provisions contained in this Section 11 are considered reasonable by the Executive and the Company. In the event that any such
provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid
and effective. 
 This Section 11 shall survive the termination of this Agreement for any reason. In the event the Executive
breaches this Section 11, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper
(including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law. 
  

	12.	WITHHOLDING TAXES 


Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from
any amounts otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. 

 

	13.	ASSIGNMENT 

 This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or
transfer this Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with
or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder. 
  

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	14.	SEVERABILITY 

 If any
provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable. 
  

	15.	ENTIRE AGREEMENT 

 This
Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The
Executive acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. 

 

	16.	GOVERNING LAW 

 This
Agreement shall be governed by and construed in accordance with the law of the State of New York, U.S.A. 
  

	17.	AMENDMENT 

 This Agreement
may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto. 

 

	18.	WAIVER 

 Neither the
failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with
respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 
  

	19.	NOTICES 

 All notices,
requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or
(iii) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party. 
  

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	20.	COUNTERPARTS 

 This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the
originals for any purpose. 
  

	21.	NO INTERPRETATION AGAINST DRAFTER 


Each party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to
consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such terms. 

[Remainder of this page has been intentionally left blank.] 

 

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 IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

  

			
	AutoNavi Holdings Limited
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	Executive
		
	Signature:	 	  

	Name:	 	


  







 Schedule A 

Cash Compensation 
  

					
	 	  	Amount	  	Pay Period
	 Base Salary
	  		  	
			
	 Cash Bonus
	  		  	

  

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 Schedule B 

List of Prior Inventions 
  

					
	 Title
	 	 Date
	 	 Identifying Number

or Brief Description

		 		 	
		 		 	
		 		 	

              No inventions or improvements

              Additional Sheets Attached 

Signature of Executive:
                         

Print Name of Executive:
                       

Date:                      

 

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