EXHIBIT
10.2


AMENDMENT
NO. 1



TO


NAVTEQ CORPORATION



2001 STOCK OPTION PLAN FOR FRENCH EMPLOYEES



STOCK OPTION AGREEMENT


WHEREAS, Denis Cohen (“Optionee”)
was granted, on May 15, 2002, an option (the “Option”) under the NAVTEQ
Corporation (the “Company”) 2001 Sock Incentive Plan to purchase 29,985 shares
of the Company’s Common Stock at an exercise price of $1.40 per share (Grant
Number 260073);


WHEREAS, Optionee will
retire from the Company on August 31, 2006;


WHEREAS, Optionee and the
Company each desire to amend the Agreement as set forth below;


NOW, WHEREFORE, the
Optionee and Company hereby agree as follows:


1.               Capitalized terms
used herein, but not defined, shall have the meaning set forth in the Stock
Option Agreement between Optionee and the Company dated May 15, 2002;


2.               Notwithstanding
anything set forth in the Option Agreement, any unexercised portion of the
Option may be exercised by Optionee at any time prior to August 31, 2007.


3.               Company and Option
agree that all terms and conditions set forth in the Agreement, as amended
herein, shall remain in full force and effect.


	
  OPTIONEE:

  	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature /s/
  Denis Cohen

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Judson Green

  
	
  Print Name

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Judson Green

  
	
  Residence Address

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and
  CEO

  
	
  City, State, Zip

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  August 17, 2006

  
	
  Country

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  August 16, 2006

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 



 Page 1 of 1














 


AMENDMENT
NO. 1



TO


NAVTEQ CORPORATION



2001 STOCK OPTION PLAN FOR FRENCH EMPLOYEES



STOCK OPTION AGREEMENT


WHEREAS, Denis Cohen (“Optionee”)
was granted, on May 15, 2002, an option (the “Option”) under the NAVTEQ
Corporation (the “Company”) 2001 Sock Incentive Plan to purchase 77,157 shares
of the Company’s Common Stock at an exercise price of $1.40 per share (Grant
Number 250073);


WHEREAS, Optionee will
retire from the Company on August 31, 2006;


WHEREAS, Optionee and the
Company each desire to amend the Agreement as set forth below;


NOW, WHEREFORE, the
Optionee and Company hereby agree as follows:


1.               Capitalized terms
used herein, but not defined, shall have the meaning set forth in the Stock
Option Agreement between Optionee and the Company dated May 15, 2002;


2.               Notwithstanding
anything set forth in the Option Agreement, any unexercised portion of the
Option may be exercised by Optionee at any time prior to August 31, 2007.


3.               Company and Option
agree that all terms and conditions set forth in the Agreement, as amended
herein, shall remain in full force and effect.


	
  OPTIONEE:

  	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature /s/
  Denis Cohen

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Judson Green

  
	
  Print Name

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Judson Green

  
	
  Residence
  Address

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and
  CEO

  
	
  City, State, Zip

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  August 17, 2006

  
	
  Country

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  August 16, 2006

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 



 Page 1 of 1














 


AMENDMENT
NO. 1



TO


NAVTEQ CORPORATION



2001 STOCK OPTION PLAN FOR FRENCH EMPLOYEES



STOCK OPTION AGREEMENT


WHEREAS, Denis Cohen (“Optionee”)
was granted, on May 22, 2002, an option (the “Option”) under the NAVTEQ
Corporation (the “Company”) 2001 Sock Incentive Plan to purchase 107,142 shares
of the Company’s Common Stock at an exercise price of $1.40 per share (Grant
Number 240013);


WHEREAS, Optionee will
retire from the Company on August 31, 2006;


WHEREAS, Optionee and the
Company each desire to amend the Agreement as set forth below;


NOW, WHEREFORE, the
Optionee and Company hereby agree as follows:


1.               Capitalized terms
used herein, but not defined, shall have the meaning set forth in the Stock
Option Agreement between Optionee and the Company dated May 22, 2002;


2.               Notwithstanding
anything set forth in the Option Agreement, any unexercised portion of the
Option may be exercised by Optionee at any time prior to August 31, 2007.


3.               Company and Option
agree that all terms and conditions set forth in the Agreement, as amended
herein, shall remain in full force and effect.


	
  OPTIONEE:

  	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature /s/
  Denis Cohen

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Judson Green

  
	
  Print Name

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Judson Green

  
	
  Residence
  Address

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and
  CEO

  
	
  City, State, Zip

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  August 17, 2006

  
	
  Country

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  August 16, 2006

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 



 Page 1 of 1














 


AMENDMENT
NO. 1



TO


NAVTEQ CORPORATION



2001 STOCK OPTION PLAN FOR FRENCH EMPLOYEES



STOCK OPTION AGREEMENT


WHEREAS, Denis Cohen (“Optionee”)
was granted, on August 6, 2004, an option (the “Option”) under the NAVTEQ
Corporation (the “Company”) 2001 Sock Incentive Plan to purchase 17,840 shares
of the Company’s Common Stock at an exercise price of $22.00 per share (Grant
Number 0340011);


WHEREAS, Optionee will
retire from the Company on August 31, 2006, at which time the Option shall
cease vesting any further;


WHEREAS, Optionee and the
Company each desire to amend the Agreement as set forth below;


NOW, WHEREFORE, the
Optionee and Company hereby agree as follows:


1.               Capitalized terms
used herein, but not defined, shall have the meaning set forth in the Stock
Option Agreement between Optionee and the Company dated August 6, 2004;


2.               Notwithstanding
anything set forth in the Option Agreement, any unexercised portion of the
Option, to the extent vested as of August 31, 2006, may be exercised by
Optionee at any time prior to August 6, 2009.


3.               Company and Option
agree that all terms and conditions set forth in the Agreement, as amended
herein, shall remain in full force and effect.


	
  OPTIONEE:

  	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature /s/
  Denis Cohen

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Judson Green

  
	
  Print Name

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Judson Green

  
	
  Residence
  Address

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and
  CEO

  
	
  City, State, Zip

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  August 17, 2006

  
	
  Country

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  August 16, 2006

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 



 Page 1 of 1