EXHIBIT
10.1


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]



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(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.



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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:



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(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.



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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’S 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.



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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.



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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.



 E-1