EXHIBIT 4.3

     

    NAVTEQ CORPORATION
AMENDED & RESTATED 2001 STOCK INCENTIVE
PLAN

     

    (As Amended and
Restated, Effective as of October 10, 2006)

     

    1.            
Purposes
of the Plan. The purposes of this Plan are:

     

    ●             
to attract and retain the best available personnel for positions of
substantial responsibility,

    ●             
to provide additional incentive to Employees and Consultants,
and

    ●             
to promote the success of the Company’s business.

    The Plan permits
the granting of stock options (including incentive stock options qualifying
under Section 422 of the Code and non-qualified stock options), stock
appreciation rights, restricted or unrestricted stock awards, phantom stock,
performance awards, stock purchase rights, other stock-based awards, or any
combination of the foregoing. This amended and restated Plan will become
effective upon its approval by the shareholders of the Company in accordance
with Section 16 hereof and will not affect awards granted prior to its amendment
and restatement.

    2.            
Definitions.
As used herein, the following definitions shall apply:

     

    (a)           “Administrator”
means the Board or, if appointed by the Board, a Committee.

     

    (b)           “Affiliate”
shall mean any entity, whether now or hereafter existing, which controls, is
controlled by, or is under common control with, the Company (including, but not
limited to, joint ventures, limited liability companies, and partnerships). For
this purpose, “control” shall mean ownership of 50% or more of the total
combined voting power or value of all classes of stock or interests of the
entity.

     

    (c)           “Applicable
Laws” means the legal requirements relating to the administration of
stock option plans and the issuance of Shares thereunder pursuant to U. S. state
corporate laws, U.S. federal and state securities laws, the Code and the
applicable laws of any foreign country or jurisdiction where Awards are, or will
be, granted under the Plan.

     

    (d)           “Award”
shall mean any stock option, stock appreciation right, stock award, stock
purchase right, phantom stock award, performance award, or other stock-based
award.

     

    (e)           “Board”
means the Board of Directors of the Company.

     

    (f)           
“Change
in Control”
means: (i) the acquisition (other than from the Company) by any Person,
as defined in this Section 2(f), of the beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)
of 50% or more of (A) the then outstanding shares of the securities of the
Company, or (B) the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    combined
voting power of the then outstanding securities of the Company entitled to vote
generally in the election of directors (the “Company Voting Stock”); (ii) the
closing of a sale or other conveyance of all or substantially all of the assets
of the Company; or (iii) the effective time of any merger, share exchange,
consolidation, or other business combination of the Company if immediately after
such transaction persons who hold a majority of the outstanding voting securities entitled
to vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately
prior to such transaction, held the Company Voting Stock; provided, however,
that a Change in Control shall not include a public offering of capital stock of
the Company. For purposes of this Section 2(f), a “Person” means any individual,
entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, other than: employee benefit plans sponsored or maintained by the
Company and corporations controlled by the Company.

     

    (g)           “Code”
means the Internal Revenue Code of 1986, as amended.

     

    (h)           “Committee”
means a Committee appointed by the Board in accordance with Section 4 of the
Plan.

     

    (i)           
“Common
Stock” means the Common Stock of the Company.

     

    (j)           
“Company”
means Navigation Technologies Corporation, a Delaware corporation.

     

    (k)           “Consultant”
means any person, including an advisor, engaged by the Company or an Affiliate
to render services and who is compensated for such services. The term
“Consultant” shall not include Directors who are paid only a director’s fee by
the Company or who are not compensated by the Company for their services as
Directors for the purpose of raising capital.

     

    (l)           
“Continuous
Status” means that the employment, consulting or other service
relationship with the Company or any Affiliate is not interrupted or terminated.
Continuous Status shall not be considered interrupted in the case of (i) any
leave of absence approved by the Company or (ii) transfers between locations of
the Company or between the Company, its Affiliate, or any successor. A leave of
absence approved by the Company shall include sick leave, military leave, or any
other personal leave approved by an authorized representative of the Company.
For purposes of Incentive Stock Options, such leave may not exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, the employment relationship will be deemed to
have terminated on the 91st day of such leave solely for purposes of eligibility to
obtain favorable tax treatment of Incentive Stock Options upon
exercise.

     

    (m)          “Covered
Employee” means the chief executive officer and the four other highest
compensated Officers of the Company for whom total compensation is required to
be reported to shareholders under the Exchange Act, as determined for purposes
of Section 162(m) of the Code.

     

    (n)           “Director”
means a member of the Board.

     

    
      
        
        

      

      
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    (o)           “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.

     

    (p)           “Eligible
Participant” means a person who is eligible to receive an Award under the
Plan.

     

    (q)           “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.

     

    (r)           
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.

     

    (s)           “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:

     

    (i)            If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

     

    (ii)           If the
Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall
be the mean between the high bid and low asked prices for the Common Stock on
the last market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

     

    (iii)          in the
absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.

     

    (t)           
“Grant
Agreement” shall mean a written document memorializing the terms and
conditions of an Award granted pursuant to the Plan and shall incorporate the
terms of the Plan and any Notice of Grant.

     

    (u)           “Grantee”
means an Eligible Participant who has been granted an Award under the
Plan.

     

    (v)           “Incentive
Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

     

    (w)          “Misconduct”
means the commission of any act affecting employment which involves (1)
dishonesty, fraud or criminal conduct by Grantee, (2) Grantee’s knowing and
willful violation of a material Company written policy or a lawful direction by
an authorized executive officer or the Board, (3) Grantee’s engaging in any
activity in competition with the Company or its subsidiaries in a material
manner (excluding a less than 5% investment in any public company), or



    
      
        
        

      

      
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    (4)
Grantee’s knowing unauthorized disclosure of confidential material, proprietary
information or trade secrets of the Company.

     

    (x)           
“Non-Employee
Director” means a Director who either (i) is not a current Employee or
Officer of the Company or its Parent or a Subsidiary, does not receive
compensation (directly or indirectly) from the Company or its Parent or a
Subsidiary for services rendered as a Consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
(“Regulation S-K”)), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
“non-employee director” for purposes of Rule 16b-3.

     

    (y)           “Non-Qualified
Stock Option” means an Option not intended to qualify as an Incentive
Stock Option.

     

    (z)           
“Notice
of Grant” means a written notice evidencing certain terms and conditions
of an individual Award. The Notice of Grant is part of the Grant
Agreement.

     

    (aa)         “Officer”
means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated
thereunder.

     

    (bb)         “Option”
means a stock option granted pursuant to the Plan.

     

    (cc)         “Optioned
Stock” means the Common Stock subject to an Award.

     

    (dd)         “Optionee”
means an Employee, Director or Consultant who holds an outstanding
Option.

     

    (ee)         “Outside
Director” means a Director who either (i) is not a current Employee of
the Company or an “affiliated corporation” (within the meaning of Treasury
Regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an “affiliated corporation” receiving compensation
for prior services (other than benefits under a tax-qualified pension plan), was
not an officer of the Company or an “affiliated corporation” at any time and is
not currently receiving direct or indirect remuneration from the Company or an
“affiliated corporation” for services in any capacity other than as a Director
or (ii) is otherwise considered an “outsider director” for purposes of Section
162(m) of the Code.

     

    (ff)           “Parent”
means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (gg)         “Performance
Criteria” has the meaning set forth in Exhibit E.

     

    (hh)         “Performance
Goal” means the performance goals established by the Administrator and,
if desirable for purposes of Section 162(m) of the Code, based on one or more
Performance Criteria.

     

     

    
      
        
        

      

      
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    (ii)           “Performance
Period” means three consecutive fiscal years of the Company, or such
shorter period as determined by the Administrator in its
discretion.

     

    (jj)           “Plan”
means this 2001 Stock Incentive Plan, as amended from time to time.

     

    (kk)         “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect when discretion is being exercised with respect to the
Plan.

     

    (ll)           “Section
16(b)” means Section 16(b) of the Exchange Act.

     

    (mm)       “Share”
means a share of the Common Stock, as adjusted in accordance with Section 11 of
the Plan.

     

    (nn)         “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.

     

    3.            
Stock
Subject to the Plan. Subject to the provisions of Section 11 of the Plan,
the maximum aggregate number of Shares which may be sold under the Plan is
16,428,571; provided,
however,
after May 9, 2006, restricted or unrestricted stock awards, stock-settled
phantom stock or other similar “full-value” awards will not be issued hereunder
with respect to more than 2,500,000 Shares. For avoidance of doubt, all Shares
reserved for issuance hereunder are available for issuance upon the exercise of
Incentive Stock Options. The Shares issued hereunder may be authorized, but
unissued, or reacquired Common Stock.

     

    To the extent an
Option or SAR expires, terminates or is canceled or forfeited for any reason
without having been exercised in full, the Shares subject to that Option or SAR
will again become available for grant under the Plan. Similarly, to the extent
any other type of Award is terminated, canceled or forfeited for any reason, the
Shares subject to that Award will again become available for grant under the
Plan. Finally, to the extent an Award is settled in cash, the Shares subject to
that Award will again become available for issuance under the Plan. However, for
avoidance of doubt, the exercise of a stock-settled SAR or net-cashless exercise
of an Option (or portion thereof) will reduce the number of Shares available for
issuance hereunder by the entire number of Shares subject to that SAR or Option
(or applicable portion thereof), even though a smaller number of Shares will be
issued upon such an exercise. Also, Shares tendered to pay the exercise price of
an Option or to satisfy a tax withholding obligation arising in connection with
an Award will not become available for grant or sale under the
Plan.

    4.            
Administration
of the Plan.

     

    (a)           Administration
of the Plan. The Plan shall be administered by the Board. The Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board from time to time (the Board, Committee or Committees
hereinafter referred to as the “Administrator”). If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board, including the power
to delegate to a subcommittee any of the administrative powers such Committee is
authorized to exercise, subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to time by the
Board. The Board may increase the size of 

     

    
      
        
        

      

      
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    any
Committee and appoint additional members, remove members (with or without cause)
and substitute new members, fill vacancies (however caused), and remove all
members of the Committee, thereby revesting in the Board the administration of
the Plan.

     

    (b)           Administration
With Respect to Directors and Officers Subject to Section 16(b). At such
time as an officer or director of the Company is subject to Section 16 of the
Securities Exchange Act of 1934, as amended, all grants of Awards to individuals
subject to Rule 16b-3 may be made by the Board or a Committee appointed by the
Board that is comprised of two or more Non-Employee Directors. At such time as
any equity security of the Company is registered pursuant to the provisions of
Section 12 of the Securities Exchange Act of 1934, as amended, grants of Awards
to Covered Employees or persons who are expected to be Covered Employees at the
time of recognition of income resulting from such Award shall be made by a
Committee appointed by the Board that is comprised of two or more Outside
Directors unless the Board determines that the Company does not wish to comply
with Code Section 162(m) with respect to such Awards.

     

    (c)           Powers
of the Administrator. The Administrator shall have full power and
authority, subject to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board, to take all other
actions necessary to carry out the purpose and intent of the Plan, including,
but not limited to, the authority to:

     

    (i)           
determine the Fair Market Value of the Common Stock, in accordance with Section
2(s) of the Plan;

     

    (ii)           select
the Directors, Consultants and Employees to whom Awards may be granted
hereunder;

     

    (iii)          determine
whether and to what extent Awards are granted hereunder;

     

    (iv)          determine the
number of shares of Common Stock to be covered by each Award granted
hereunder;

     

    (v)           approve
forms of agreement for use under the Plan;

     

    (vi)          determine the
terms and conditions, not inconsistent with the terms of the Plan, of any award
granted hereunder;

     

    (vii)         construe and
interpret the terms of the Plan and Awards granted pursuant to the Plan and the
applicable Grant Agreements;

     

    (viii)        prescribe, amend and
rescind rules and regulations relating to the Plan;

     

    (ix)           for any
purpose including, but not limited to, qualifying for preferred tax treatment
under foreign laws or otherwise complying with the statutory or regulatory
requirements of local or foreign jurisdictions, establish, amend, modify,
administer or terminate sub-plans, and prescribe, amend and rescind rules and
regulations relating to such sub-plans;

     

     

    
      
        
        

      

      
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    (x)           
modify or amend outstanding Awards (provided, however, that except as provided
in Section 11 of the Plan or as required to ensure compliance with Applicable
Laws, any modification that would materially adversely affect any outstanding
Award shall not be made without the consent of the holder);

     

    (xi)          
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the Administrator;
and

     

    (xii)          make all
other determinations deemed necessary or advisable under or for administering
the Plan.

     

    (d)           Non-Uniform
Determinations. The Administrator’s determinations under the Plan
(including without limitation, determinations of the persons to receive Awards,
the form, amount and timing of such Awards, the terms and provisions of such
Awards and the Grant Agreements evidencing such Awards) need not be uniform and
may be made by the Administrator selectively among persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.

     

    (e)           Limited
Liability.
To the maximum extent permitted by law, no member of the Administrator
shall be liable for any action taken or decision made in good faith relating to
the Plan or any Award thereunder.

     

    (f)           
Indemnification.
To the maximum extent permitted by law and by the Company’s charter and by-laws,
the Administrator shall be indemnified by the Company in respect of all their
activities under the Plan.

     

    (g)           Effect
of Administrator’s Decision. All actions taken and decisions and
determinations made by the Administrator on all matters relating to the Plan
pursuant to the powers vested in it hereunder shall be in the Administrator’s
sole and absolute discretion and shall be conclusive and binding on all parties
concerned, including the Company, its stockholders, any participants in the Plan
and any other Employee, Consultant, or Director of the Company, and their
respective successors in interest.

     

    5.            
Eligibility.
Participation in the Plan shall be open to all Employees, Officers, and
Directors of, and Consultants to or for, the Company, or of any Affiliate of the
Company, as may be selected by the Administrator from time to time. The
Administrator may also grant Awards to individuals in connection with hiring,
retention or otherwise, prior to the date the individual first performs services
for the Company or an Affiliate provided that such Awards shall not become
vested or exercisable prior to the date the individual first commences
performance of such services.

     

    6.            
Limitations.
Subject to adjustments as provided under Section 11 of the Plan, the maximum
number of shares of Common Stock subject to Awards of any combination that may
be granted during any one fiscal year of the Company
to any one individual under this Plan shall be limited to 2,000,000
shares of Common Stock. Moreover, with respect to any Performance Award that is
denominated in cash and intended to constitute “qualified performance-based
compensation” 

     

     

    
      
        
        

      

      
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      under
Section 162(m) of the Code, the maximum amount of compensation paid with respect
to that Award will not exceed $5,000,000.

    

     

    7.            
Term
of Plan. Subject to Section 16 of the Plan, the Plan became effective
upon its approval by the shareholders of the Company as described in Section 16
of the Plan. It shall continue in effect until terminated, provided that no
Incentive Stock Option will be granted hereunder later than the
tenth (10th) anniversary of the approval by the Company’s
shareholders of the Plan, as amended and restated (or, if shareholders approve
an amendment to the Plan increasing the number of Shares subject hereto, the
tenth (10th) anniversary of such
approval).

     

    8.            
Date
of Grant. The date of grant of an Award shall be, for all purposes, the
date on which the Administrator makes the determination granting such Award, or
such other later date as is determined by the Administrator. Notice of the
determination shall be provided to each Grantee within a reasonable time after
the date of such grant.

     

    9.            
Awards.
The Administrator, in its sole discretion, establishes the terms of all Awards
granted under the Plan. This includes fixing the period within which the Award
may be exercised and any conditions which must be met before the Award may be
exercised. Awards may be granted individually or in tandem with other types of
Awards. All Awards are subject to the terms and conditions provided in the Grant
Agreement. The Administrator may permit or require a recipient of an Award to
defer such individual’s receipt of the payment of cash or the delivery of Common
Stock that would otherwise be due to such individual by virtue of the exercise
of, payment of, or lapse or waiver of restrictions respecting, any Award. If any
such payment deferral is required or permitted, the Administrator shall, in its
sole discretion, establish rules and procedures for such payment
deferrals.

     

    (a)          
Stock
Options.

     

    (i)           
Types
of Options Available Under the Plan. The Administrator may from time to
time grant to Eligible Participants Awards of Incentive Stock Options or
Non-Qualified Stock Options; provided, however, that Awards of Incentive Stock
Options shall be limited to employees of the Company or of any current or
hereafter existing Parent or Subsidiary of the Company. No Option shall be an
Incentive Stock Option unless so designated by the Administrator at the time of
grant or in the Grant Agreement evidencing such Option. Notwithstanding
designation by the Administrator as Incentive Stock Options or Non-Qualified
Stock Options, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Non-Qualified Stock Options.

     

    (ii)           Exercise
Price. Options must have an exercise price at least equal to Fair Market
Value as of the date of grant. If an Incentive Stock Option is granted to an
Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary corporation, the per Share exercise price
shall be no less than one-hundred ten percent (110%) of the Fair Market Value
per share on the date of grant.

     

     

    
      
        
        

      

      
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    (iii)          Order
of Exercisability. For purposes of this Section 9(a), Incentive Stock
Options shall be taken into account in the order in which they were granted. If
an Option is granted hereunder that is part Incentive Stock Option and part
Non-Qualified Stock Option due to becoming first exercisable in any calendar
year in excess of $100,000, the Incentive Stock Option portion of such Option
shall become exercisable first in such calendar year, and the Non-Qualified
Stock Option portion shall commence becoming exercisable once the $100,000 limit
has been reached.

     

    (iv)          Term
of the Option. The term of each Option shall be stated in the Notice of
Grant, but will not in any case exceed eight (8) years from the date of grant.
Moreover, in the case of an Incentive Stock Option granted to an Optionee who,
at the time the Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be five (5) years from the date of grant or such shorter term as may be
provided in the Notice of Grant.

     

    (b)           Stock
Appreciation Rights.
The Administrator may from time to time grant to Eligible Participants
Awards of Stock Appreciation Rights (“SAR”). An SAR entitles the grantee to
receive, subject to the provisions of the Plan and the Grant Agreement, a
payment having an aggregate value equal to the product of (i) the excess of (A)
the Fair Market Value on the exercise date of one share of Common Stock over (B)
the exercise price per share specified in the Grant Agreement, times (ii) the
number of shares specified by the SAR, or portion thereof, which is exercised.
An SAR must have an exercise price at least equal to Fair Market Value as of the
date of grant. Payment by the Company of the amount receivable upon any exercise
of an SAR may be made by the delivery of Common Stock or cash, or any
combination of Common Stock and cash, as determined in the sole discretion of
the Administrator. If upon settlement of the exercise of an SAR a grantee is to
receive a portion of such payment in shares of Common Stock, the number of
shares shall be determined by dividing such portion by the Fair Market Value of
a share of Common Stock on the exercise date. No fractional shares shall be used
for such payment and the Administrator shall determine whether cash shall be
given in lieu of such fractional shares or whether such fractional shares shall
be eliminated. The term of each SAR will be stated in the Notice of Grant, but
will not in any case exceed eight (8) years from the date of the
grant.

     

    (c)           Stock
Awards.
The Administrator may from time to time grant restricted or unrestricted
stock Awards to Eligible Participants in such amounts, on such terms and
conditions, and for such consideration, including no consideration or such
minimum consideration as may be required by law, as it shall determine. A stock
Award may be paid in Common Stock, in cash, or in a combination of Common Stock
and cash, as determined in the sole discretion of the
Administrator.

     

    (d)           Phantom
Stock.
The Administrator may from time to time grant Awards to Eligible Participants
denominated in stock-equivalent units (“phantom stock”) in such amounts and on
such terms and conditions as it shall determine. Phantom stock units granted to
a Grantee shall be credited to a bookkeeping reserve account solely for
accounting purposes and shall not require a segregation of any of the Company’s
assets. An Award of phantom stock may be settled in Common Stock, in cash, or in
a combination of Common Stock and cash, as determined in the sole discretion of
the Administrator. Except as otherwise provided in the applicable Grant
Agreement, the grantee 

     

     

    
      
        
        

      

      
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    shall
not have the rights of a stockholder with respect to any shares of Common Stock
represented by a phantom stock unit solely as a result of the grant of a phantom
stock unit to the grantee.

     

    (e)           Performance
Awards. The Administrator may, in its discretion, grant performance
awards which become payable on account of attainment of one or more Performance
Goals established by the Administrator (in addition to such other conditions,
such as the satisfaction of service conditions, as the Administrator may
establish). Performance awards may be paid by the delivery of Common Stock or
cash, or any combination of Common Stock and cash, as determined in the sole
discretion of the Administrator. Except as provided in the last sentence of this
paragraph, the Administrator will select one or more Performance Goals for
measuring performance and the measurement may be stated in absolute terms or
relative to other companies or groups of companies. Performance Goals based on
criteria other than the Performance Criteria may be utilized, to the extent a
performance award is not intended to satisfy the requirements for exemption
under Section 162(m) of the Code.

     

    At the expiration
of the Performance Period applicable to any performance award, the Administrator
shall determine and certify in writing the extent to which the Performance Goals
have been achieved. At that time, the Administrator will have the discretion to
adjust the size or amount of any performance award; provided, however, that with
respect to any performance award intended to satisfy the requirements for
exemption under Section 162(m) of the Code, the Administrator may exercise its
discretion only to reduce the size or amount of any such performance
award.

    (f)           
Other
Stock-Based Awards.
The Administrator may from time to time grant other stock-based awards to
Eligible Participants in such amounts, on such terms and conditions, and for
such consideration, including no consideration or such minimum consideration as
may be required by law, as it shall determine. Other stock-based awards may be
denominated in cash, in Common Stock or other securities, in stock-equivalent
units, in stock appreciation units, in securities or debentures convertible into
Common Stock, or in any combination of the foregoing and may be paid in Common
Stock or other securities, in cash, or in a combination of Common Stock or other
securities and cash, all as determined in the sole discretion of the
Administrator.

    10.           Non-Transferability
Of Awards. Unless otherwise specified by the Administrator in the Grant
Agreement, Awards may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the
Grantee.

     

    11.           Adjustments
for Corporate Transactions and Other Events.

     

    (a)           Adjustments.
In the event of a stock dividend, stock split, reverse stock split,
spin-off, split-up, recapitalization, merger, consolidation, share exchange,
reorganization or other similar event affecting the Company or its
capitalization, the Administrator, without the consent of the holders of the
Awards, will make equitable adjustments to (A) the maximum number and kind of
shares as to which Awards may be granted under this Plan (both in the aggregate
and to any single individual), and (B) the number, kind and price of securities
subject to outstanding Awards.

     

    (b)          
[Reserved]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c)           Change
in Control Transactions.
Except as otherwise specifically set forth in a Grant Agreement, in the
event of any transaction resulting in a Change in Control of the Company,
outstanding Options and SAR’s under this Plan will terminate upon the effective
time of such Change in Control unless provision is made in connection with the
transaction for the continuation or assumption of such Awards by, or for the
substitution of the equivalent awards of, the surviving or successor entity or a
parent thereof. In the event of such termination, (A) the outstanding Options
and SAR’s that will terminate upon the effective time of the Change in Control
shall become fully vested immediately before the effective time of the Change in
Control and (B) the holders of Options and SAR’s under the Plan will be
permitted, for a period of at least fifteen days prior to the effective time of
the Change in Control, to exercise all portions of such Awards that are then
exercisable or which become exercisable upon or before the effective time of the
Change in Control; provided, however, that any such exercise of any portion of
such an Award which becomes exercisable as a result of such Change in Control
shall be deemed to occur immediately before the effective time of such Change in
Control.

     

    (d)           Unusual
or Nonrecurring Events.
The Administrator is authorized to make, in its discretion and without
the consent of holders of Awards, adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or nonrecurring
events affecting the Company, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

     

    (e)           Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation
of the Company, the Administrator shall notify each Optionee or SAR holder as
soon as practicable prior to the effective date of such proposed transaction.
The Administrator in its discretion may provide for an Optionee or SAR holder to
have the right to exercise his or her Option or SAR until ten (10) days prior to
such transaction as to all of the Shares covered thereby, including Shares as to
which the Option or SAR would not otherwise be exercisable. In addition, the
Administrator may provide by Plan rule that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option or SAR shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated. To the extent it has not been
previously exercised, each Option and each SAR will terminate immediately prior
to the consummation of such proposed action.

     

    (f)           
Other
Agreements. As a condition precedent to the grant of any Award under the
Plan, the exercise pursuant to such an Award, or to the delivery of certificates
for shares issued pursuant to any Award, the Administrator may require the
grantee or the grantee’s successor or permitted transferee, as the case may be,
to become a party to a stock restriction agreement, shareholders’ agreement or
other agreements regarding the Common Stock of the Company in such form(s) as
the Administrator may determine from time to time.

     

    12.           Amendment
and Termination of the Plan.

     

    (a)           Amendment
and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (b)           Shareholder
Approval. The Company shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Rule 16b-3 or
with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
shareholder approval, if required, shall be obtained in such a manner and to
such a degree as is required by the applicable law, rule or
regulation.

     

    (c)           Repricing
of Options. Notwithstanding any provision in the Plan to the contrary,
the Board may not, without obtaining prior approval by the Company’s
shareholders, reduce the option price of any outstanding Option at any time
during the term of such Option (other than by adjustment pursuant to Section
11). This Section 12(c) may not be repealed, modified or amended without the
prior approval of the Company’s shareholders. Such shareholder approval, if
required, shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.

     

    (d)           Effect
of Amendment or Termination. Except as provided in Section 11, no
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Grantee, unless mutually agreed otherwise between the Grantee and
the Administrator, which agreement must be in writing and signed by the Grantee
and the Company. Notwithstanding the forgoing, any amendment, alteration,
suspension or termination of the Plan undertaken for the purpose of complying
with Applicable Laws will not require the consent of the Grantee.

     

    13.           Conditions
Upon Issuance of Shares.

     

    (a)           Legal
Compliance. Shares shall not be issued pursuant to the exercise of an
Award unless the exercise of such Award and the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, Applicable Laws, and the requirements of
any stock exchange or quotation system upon which the Shares may then be listed
or quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     

    (b)           Investment
Representations. As a condition to the exercise of an Award, the Company
may require the person exercising such Award to represent and warrant at the
time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is
required.

     

    14.           Liability
of Company.

     

    (a)           Inability
to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (b)           Grants
Exceeding Allotted Shares. If the Shares covered by an Award exceeds, as
of the date of grant, the number of Shares which may be issued under the Plan
without additional shareholder approval, such Award shall be void with respect
to such excess Shares, unless shareholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely obtained in
accordance with Section 16 of the Plan.

     

    15.           Reservation
of Shares. The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

     

    16.           Shareholder
Approval. This amended and restated Plan is subject to approval by the
shareholders of the Company within twelve (12) months after the date it is
adopted. Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws and the rules of any stock exchange upon
which the Common Stock is listed.

     

    17.           Tax
Withholding. No later than the date as of which an amount first becomes
includible in the gross income of the Grantee for federal income tax purposes
with respect to any Award under the Plan, the Grantee will pay to the Company,
or make arrangements satisfactory to the Board regarding the payment of, taxes
of any kind required by law to be withheld with respect to such amount. The
obligations of the Company under the Plan will be conditioned on such payment or
arrangements and the Company will have the right to deduct any such taxes from
any payment of any kind otherwise due to the Grantee. Unless otherwise
determined by the Administrator, the minimum required withholding obligation
with respect to an Award may be settled in Shares, including the Shares that are
subject to that Award.

     

    18.           Non-Guarantee
of Employment, Service or Pension. Neither the Plan nor the granting of
any Award shall confer upon a Grantee any right with respect to continuing the
Grantee’s employment, consulting or other service relationship with the Company,
nor shall they interfere in any way with the Grantee’s right or the Company’s
right to terminate such employment, consulting or other service relationship at
any time, with or without cause. No benefits under the Plan shall be pensionable
or otherwise increase the obligation of the Company or its Affiliates to provide
retirement benefits to any Employee.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
       

      APPENDIX A

2001 STOCK OPTION PLAN FOR CALIFORNIA
EMPLOYEES

       

      With respect to
Awards granted to California residents prior to a public offering of capital
stock of the Company that is effected pursuant to a registration statement filed
with, and declared effective by, the Securities and Exchange Commission under
the Securities Act of 1933 and only to the extent required by applicable law,
the following provisions shall apply notwithstanding anything in the Plan or a
Grant Agreement to the contrary:

      1.            
No such persons shall be entitled to receive Awards in the form of any stock
appreciation rights or phantom stock.

      2.            
With respect to any Award granted in the form of a stock option pursuant to
Section 9(a) of the Plan:

      (a)           The Award
shall provide an exercise price which is not less than 85% of the Fair Market
Value of the stock at the time the option is granted, except that the price
shall be 110% of the Fair Market Value in the case of any person who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the issuing corporation or its parent or subsidiary
corporations.

      (b)           The
exercise period shall be no more than 120 months from the date the option is
granted.

      (c)           The
options shall be non-transferable other than by will, by the laws of descent and
distribution, by instrument to an inter vivos or testamentary trust in which the
options are to be passed to beneficiaries upon the death of the trustor
(settlor), or by gift to “immediate family” as that term is defined in 17 C.F.R.
240.16a-1(e).

      (d)           The Award
recipient shall have the right to exercise at the rate of at least 20% per year
over 5 years from the date the option is granted, subject to reasonable
conditions such as continued employment. However, if an option is granted to
officers, directors, or Consultants of the Company or the issuer of the
underlying security or any of its affiliates, the option may become fully
exercisable, subject to reasonable conditions such as continued employment, at
any time or during any period established by the issuer of the option or the
issuer of the underlying security or any of its affiliates.

      (e)           Unless
employment is terminated for “cause” as defined by applicable law, the terms of
the Plan or Grant Agreement or a contract of employment, the right to exercise
the option in the event of termination of employment, to the extent that the
Award recipient is otherwise entitled to exercise on the date employment
terminates, will be as follows:


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      (1)           At least
6 months from the date of termination if termination was caused by death or
disability.

      (2)           At least
30 days from the date of termination if termination was caused by other than
death or disability.

      3.            
The Company’s shareholders must approve the Plan within 12 months before or
after the date the Plan is adopted. Any option exercised before shareholder
approval is obtained must be rescinded if shareholder approval is not obtained
within 12 months before or after the Plan is adopted. Such shares shall not be
counted in determining whether such approval is obtained.

      4.            
At the discretion of the Administrator, the Company may reserve to itself and/or
its assignee(s) in the Grant Agreement or Stock Restriction Agreement a right to
repurchase shares held by an Award recipient following such Award recipient’s
termination at any time within 90 days after such Award recipient’s termination
date (or in the case of securities issued upon exercise of an option after the
termination date, within 90 days after the date of such exercise) for cash
and/or cancellation of purchase money indebtedness, at: (A) with respect to
vested shares, the Fair Market Value of such shares on the Award recipient’s
termination date; provided that such right to repurchase vested shares
terminates when the Company’s securities have become publicly traded; or (B)
with respect to unvested shares, the Award recipient’s exercise price, provided,
that to the extent the Award recipient is not an officer, director or Consultant
of the Company or of a Parent or Subsidiary of the Company such right to
repurchase unvested shares at the exercise price lapses at the rate of at least
20% per year over 5 years from the date of the grant of the option

      5.            
The Company will provide financial statements to each Award recipient annually
during the period such individual has Awards outstanding, or as otherwise
required under Section 260.146.46 of Title 10 of the California Code of
Regulations. Notwithstanding the foregoing, the Company will not be required to
provide such financial statements to Award recipients when issuance is limited
to key employees whose services in connection with the Company assure them
access to equivalent information.

      6.            
The Company will comply with Section 260.140.1 of Title 10 of the California
Code of Regulations with respect to the voting rights of Common
Stock.

      7.            
The Plan is intended to comply with Section 25102(o) of the California
Corporations Code. Any provision of this Plan which is inconsistent with Section
25102(o), including without limitation any provision of this Plan that is more
restrictive than would be permitted by Section 25102(o) as amended from time to
time, shall, without further act or amendment by the Board, be reformed to
comply with the provisions of Section 25102(o). If at any time the Administrator
determines that the delivery of Common Stock under the Plan is or may be
unlawful under the laws of any applicable jurisdiction, or federal or state
securities laws, the right to exercise an Award or receive shares of Common
Stock pursuant to an Award shall be suspended until the Administrator determines
that such delivery is lawful. The Company shall have no obligation to effect any
registration or qualification of the Common Stock under federal or state
laws.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

         

        APPENDIX B

2001 STOCK OPTION PLAN FOR
FRENCH EMPLOYEES

      

    

    
       

      The following
provisions shall apply with respect to French Employees, as defined
below.

      1.            
Purposes.
This 2001 Stock Option Plan For French Employees (“Plan”) is a sub-plan created
under and pursuant to the Navigation Technologies Corporation 2001 Stock
Incentive Plan (“U.S. Plan”), which is subject to the approval by the
shareholders of Navigation Technologies Corporation (the “Company”), and which
provides persons resident or ordinarily resident in France (“French Employees”)
may benefit under this Plan. Options may be granted to Employees under the Plan
at the discretion of the Administrator. All Options shall be issued pursuant to
the terms, conditions and limitations of written option agreements, and are
intended to qualify for preferred treatment under French tax laws. Unless
otherwise defined herein, the terms defined in the U.S. Plan shall have the same
defined meanings in this Plan. The following provisions shall replace any
contrary provisions in the U.S. Plan; provided,
however, that all provisions of the U.S. Plan shall apply in the absence of any
contradiction.

       

      2.            
Definitions.
Under this Plan, the following definitions shall apply:

       

      (a)           “Employee”
means any person employed by the Company’s French Subsidiary in a salaried
position, who does not own more than 10% of the voting power of all classes of
stock of the Company, or any Parent or Subsidiary and who is a resident of the
Republic of France, except as specifically provided in a grant agreement for
non-U.S. employees.

       

      (b)           “Fair
Market Value” For purposes of this Plan, but only in the absence of an
established market for the Common Stock, Fair Market Value means the value of
the Common Stock as determined by reference to the “objective methods” usually
used to value shares; and, in particular, the amount of the net assets of the
Company, its profitability and its economic forecasts shall be taken into
account.

       

      3.            
Reporting.
As part of the Company’s annual report to its shareholders, the Board shall
report the following information to the Company’s shareholders:

       

      -              
the number, expiration date and price of the Options granted hereunder;
and

      -              
the number and price of the Shares subscribed upon exercise of such
Options.

      4.            
Term
of Plan. The Plan shall become effective as of the date of its adoption
by the Board.

       

      5.            
Option
Price. The Option Price for the shares of Common Stock to be issued
pursuant to exercise of an Option under the Plan shall be determined by the
Administrator upon the date of grant of the Option and stated in the Option
Agreement, but in no event shall be lower than one hundred percent (100%) of the
Fair Market Value on the date the Option is granted. This Option Price cannot be
modified while the Option is outstanding.

       

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      6.            
Death
of Optionee. In the event of the death of an Optionee while an Employee,
the Option may be exercised at any time within six (6) months following the date
of death, in compliance with Article L 225-183 of the Applicable Laws, by the
heirs or representative of the deceased or by a person who acquired the right to
exercise the Option by bequest or inheri­tance, but only to the extent that
the Optionee was entitled to exercise the Option at the date of death. If, at
the time of death, the Optionee was not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option shall
revert to the Plan. If, after death, the Optionee’s estate or a person who
acquired the right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall immediately revert to the
Plan.

       

      7.            
Limitation
on Exercise Price Adjustments. In the event of a change in the Company’s
capitalization, and only as required by Applicable Laws, the exercise price for
an Option shall not be changed. However, should any change be made to the share
capital by reason of any capital increase by issuing new shares or capitalizing
available reserves, stock dividend, reduction in capital following losses or
issuance of bonds convertible into shares, the number of Shares under option and
the exercise price shall be adjusted in accordance with the provisions of
Article L 225-181 of the Applicable Laws. In no event shall any such adjustment
result in an exercise price lower than the nominal value of the
Shares.

       

      8.            
Registration.
The Shares issued upon the exercise of an Option shall be issued pursuant to
issuance of registered stock certificates if the Applicable Laws so permit, or
pursuant to book-entry of the Shares in a specific account held by the Company
or an agent thereof.

       

      9.            
Transfer.
The Shares issued upon the exercise of an Option may not be subject to any
transfer restriction that exceeds the period prescribed in Article 163 bis C of
the French Tax Code. All Shares issued upon the exercise of an Option shall be
held for a period of four (4) years from the grant date; provided,
however, that such Shares may be transferred within such period upon the
occurrence of the following events in accordance with the terms of the
applicable Grant Agreement: (1) termination of Employee’s employment; (2) the
Employee’s retirement; (3) the Employee’s disability, as defined in the French
Social Security Code; or (4) the Employee’s death.

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

    

    
       

      APPENDIX C

2001 STOCK OPTION PLAN FOR NETHERLANDS’ RESIDENTS
AND
BELGIAN
RESIDENTS EMPLOYED IN THE NETHERLANDS

       

      This 2001 Stock
Option Plan For Netherlands’ Residents and Belgian Residents Employed in The
Netherlands (“Plan”) is a sub-plan created under and pursuant to the Navigation
Technologies Corporation 2001 Stock Incentive Plan (“U.S. Plan”). With respect
to Awards granted to persons resident and ordinarily resident in (i) The
Netherlands and (ii) Belgium but employed in The Netherlands, the provisions of
the Plan shall apply subject always to the following provisions which shall
apply to such Awards notwithstanding anything to the contrary in the U.S. Plan
or any Grant Agreement. Unless otherwise defined herein, the terms defined in
the U.S. Plan shall have the same defined meanings in this Plan. The following
provisions shall replace any contrary provisions in the U.S. Plan; provided,
however, that all provisions of the U.S. Plan shall apply in the absence of any
contradiction.

      A.           
With respect to Awards granted to (a) Netherlands’ residents and (b)
Belgian residents employed in The Netherlands, the following provisions shall
apply notwithstanding anything in the Plan or a Grant Agreement to the
contrary:

      1.             
(a)           Neither
the Plan nor any Award or Grant Agreement forms part or creates any rights under
the employment agreement concluded between the Grantee and the Company, Parent,
Subsidiary or Affiliate as the case may be, nor adds or creates any additional
employment conditions (secundaire
arbeidsvoorwaarden), and neither the Plan, nor any Award or Grant
Agreement creates any other rights than those laid down in the Plan and the
Grant Agreement. In particular, if the undertaking of the Company, Parent,
Subsidiary or Affiliate will be taken over by a third party within the meaning
of article 7:662 et seq. of the Dutch Civil Code (Burgerlijk
Wetboek), (the rights and obligations pertaining to) the Awards will not
be transferred to such third party.

      (b)           The grant
of Awards and/or the acquisition of any Shares and/or rights and/or assets upon
exercise of such Awards under the Plan will have no effect on the entitlement of
the Grantee to pension rights, pension schemes, additional employment conditions
or on the entitlement to grants of future Awards.

      (c)           The
Grantee has no right to any recourse and is not entitled to any compensation for
any losses occurred by the lapse of any Award upon or after termination of the
Grantee’s employment agreement with the Company, Parent, Subsidiary or Affiliate
as the case may be. In particular, but without limitation, the Grantee is not
entitled to any compensation on the basis of article 7:685 (ontbinding
wegens gewichtige redenen) and/or article 7:681 (kennelijk
onredelijke beëindiging) of the Dutch Civil Code (and for the Grantee to
whom these articles of the Dutch Civil Code for any reason do not apply: such
Grantee is not entitled to any compensation other than expressly provided for in
the Plan and/or the Grant Agreement and in particular not entitled to any
compensation on the basis of any 

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

      applicable
provision of law that is similar or comparable to these articles of the Dutch
Civil Code).

      2.             
Grantees shall be subject to and bound by the terms and conditions of
Dutch provisions on insider trading applicable to the Company, Parent, any
Subsidiary or Affiliate after the Shares, or other securities issued by the
Company, Parent, any Subsidiary or Affiliate, are quoted on any officially
recognized securities exchange or as soon as it may reasonably be expected that
Shares or such other securities be soon, within the meaning of article 46 of the
Securities Markets Supervision Act 1995 (Wet
toezicht effectenverkeer 1995), quoted at such securities exchange, and
by signing the Grant Agreement the Grantee declares to understand and
acknowledge that such insider trading provisions may restrict the Grantees’
rights under the Plan including, but not limited to, timing of exercise of
Awards, timing of acquisition of any Shares and/or rights and/or assets upon
exercise of such Awards and timing of the sale and transfer of any Shares and/or
rights and/or assets so acquired.

      B.            
With respect to Awards granted to Netherlands’ residents only, the
following provisions shall apply notwithstanding anything in the Plan or a Grant
Agreement to the contrary:

      1.             
No other persons than Covered Employees, Directors, Employees,
Non-Employee Directors, Officers and Outside Directors, all as defined in
Section 2 of the Plan, are eligible to receive Awards. The Administrator may,
however, decide in individual circumstances to grant Awards to other persons
residing in The Netherlands provided that such other person forms part of a
‘restricted circle of persons’ in relation to the Company within the meaning of
article 3.1 of the Securities Markets Supervision Act 1995.

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

    
       

      APPENDIX D

2001 STOCK OPTION PLAN FOR UNITED KINGDOM
EMPLOYEES

       

      This 2001 Stock
Option Plan For United Kingdom Employees (“Plan”) is a sub-plan created under
and pursuant to the Navigation Technologies Corporation 2001 Stock Incentive
Plan (“U.S. Plan”). With respect to Awards granted to persons resident and
ordinarily resident in the United Kingdom, the provisions of the Plan shall
apply subject always to the following provisions which shall apply to such
Awards notwithstanding anything to the contrary in the U.S. Plan or any Grant
Agreement. Unless otherwise defined herein, the terms defined in the U.S. Plan
shall have the same defined meanings in this Plan. The following provisions
shall replace any contrary provisions in the U.S. Plan; provided,
however, that all provisions of the U.S. Plan shall apply in the absence of any
contradiction.

      1              
Nature
of Participation

      1.1.           The
granting of an Award shall not form part of any Employee’s or Optionee’s
entitlement to remuneration or benefits pursuant to his contract of employment
with the Company or any Parent, Subsidiary or Affiliate. Moreover, the existence
of a contract of employment between any person and any such employer shall not
give such person any right to have an Award granted to him in respect of any
number of Shares either subject to any condition, or at all.

      1.2           
Except as otherwise provide for in this paragraph 1 the rights and
obligations of an Employee or an Optionee under the terms of his office or
employment with the Company or any Parent, Subsidiary or Affiliate shall not be
affected by his participation in this Plan. In particular, no benefits under the
Plan shall be pensionable.

      1.3           
An Optionee shall have no rights to seek equitable relief or to receive
compensation or damages for any loss or potential loss which the Optionee may
suffer in connection with any Awards or any rights or entitlements under the
Plan which loss or potential loss arises in consequence of the loss or
termination of his office or employment with the Company or any Parent,
Subsidiary or Affiliate for any reason whatsoever (including, without
limitation, wrongful dismissal).

      1.4          
 The foregoing provisions of this Section 1 shall not be taken into
account for the purpose of any rule of construction under U.S. law that would be
used to construe the provisions of the U.S. Plan.

      2              
Non-transferability
of the Option

      2.1           
During his lifetime, only the person to whom an Option is granted may
exercise that Option.

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      2.2            An
Option shall immediately lapse and cease to be exercisable
if:

       

      2.2.1         the Optionee
transfers, or assigns (other than to legally authorized personal representatives
upon the death of the person to whom the option was originally granted),
mortgages, charges or otherwise disposes of the Option, deals with it, or
purports or attempts to do any one or more such thing;
or

      2.2.2         the Optionee
is adjudicated bankrupt or a bankruptcy order is made against the Optionee, or
the Optionee makes a composition with his creditors or does any other similar
thing in any part of the world.

      3               Life
of Options

      If not previously exercised by an Optionee each and any Option held by
him shall lapse and cease to be exercisable on the tenth anniversary of its
grant.

      4               Non-Qualified
Options

      All Options granted shall be Non-Qualified Stock Options.

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

       

      APPENDIX E

Performance Criteria

    

    
       

      Performance Goals
established for purposes of an Award of performance-based awards intended to
comply with Section 162(m) of the Code shall be based on one or more of the
following performance criteria (the “Performance Criteria”): (i) the attainment
of certain target levels of, or a specified percentage increase in, revenues,
income before taxes and extraordinary items, net income, operating income,
earnings before income tax, earnings before interest, taxes, depreciation and
amoritization or a combination of any or all of the foregoing; (ii) the
attainment of certain target levels of, or a specified increase in, after-tax or
pre-tax profits, including, without limitation, that attributable to continuing
and/or other operations; (iii) the attainment of certain target levels of, or a
specified increase in, operational cash flow; (iv) the achievement of a certain
level of, reduction of, or other specified objectives with regard to limiting
the level of increase in, all or a portion of, the Company’s bank debt or other
long-term or short-term public or private debt or other similar financial
obligations of the Company, which may be calculated net of such cash balances
and/or other offsets and adjustments as may be established by the Administrator;
(v) earnings per share or the attainment of a specified percentage increase in
earnings per share or earnings per share from continuing operations; (vi) the
attainment of certain target levels of, or a specified increase in return on
capital employed or returned on invested capital; (vii) the attainment of
certain target levels of, or a percentage increase in, after-tax or pre-tax
return on stockholders’ equity; (viii) the attainment of certain target levels
of, or a specified increase in, economic value added targets based on a cash
flow return on investment formula; (ix) the attainment of certain target levels
in the fair market value of the shares of the Company’s common stock; (x) the
growth in the value of an investment in the Company’s common stock assuming the
reinvestment of dividends; (xi) the attainment of a certain level of, reduction
of, or other specified objectives with regard to limiting the level in or
increase in all or a portion of controllable expenses or costs or other expenses
or costs. The measurements of Performance Criteria shall be determined in
accordance with Generally Accepted Accounting Principles (“GAAP”), except to the
extent specified by the Administrator at the time the Performance Criteria are
established or at such later time to the extent permitted under Section 162(m)
of the Code. For purposes of item (i), above, “extraordinary items” shall mean
all items of gain, loss or expense for the fiscal year determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to a
corporate transaction (including, without limitation, a disposition or
acquisition) or related to a change in accounting principle, all as determined
in accordance with standards established by Opinion No. 30 of the Accounting
Principles Board.

      In addition, such
Performance Criteria may be based upon the attainment of specified levels of
Company (or subsidiary, division or other operational unit of the Company)
performance under one or more of the measures described above relative to the
performance of other corporations. To the extent permitted under Section 162(m)
of the Code, the Administrator may: (i) designate additional business criteria
on which the Performance Criteria may be based or (ii) adjust, modify or amend
the aforementioned business criteria.

       

       

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