Exhibit 10.22


 





 


Director Compensation


 


NAVTEQ
pays fees (cash and equity compensation) to its non-employee directors as set
forth in the table below.(1)  Directors
that are employees of NAVTEQ or affiliates of NAVTEQ will not receive
fees.  If a director who does not
currently receive fees becomes eligible as a non-employee director, they will
be treated for compensation purposes as a new non-employee director as of the
date of the change in status.


 


The “annual”
period to which the fees pertain is the period between the Company’s successive
Annual Meetings of Stockholders to elect directors (each an “Annual Meeting”).


 


Annual Cash Compensation


 


	
  Full Board

  	
   

  	
  Retainer

  	
   

  	
  $

  	
  40,000

  	
   

  
	
   

  	
   

  	
  Per-Meeting Fee (in excess of four (4) meetings)

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Committee Members

  	
   

  	
  Per Committee Fee (including Chairman)

  	
   

  	
  $

  	
  6,000

  	
   

  
	
   

  	
   

  	
  (Additional) Audit Committee Chairman Fee

  	
   

  	
  $

  	
  10,000

  	
   

  
	
   

  	
   

  	
  (Additional) Other Committee Chairman Fee

  	
   

  	
  $

  	
  5,000

  	
   

  



 


Annual Equity-Based Compensation


 


	
  Stock Options

  	
   

  	
  $

  	
  60,000

  	
  *

  
	
  Restricted Stock Units (RSUs)

  	
   

  	
  $

  	
  30,000

  	
  *

  



 










*Dollar amounts represent the fair value of the
equity at the grant date (Black-Scholes for options; actual stock price for
RSUs)


 


Retainers
and committee fees will be paid in quarterly installments on the first day of
each calendar quarter, beginning with the first full calendar quarter following
the Annual Meeting.  Directors who are
elected or depart between Annual Meetings will be paid full quarterly retainers
and committee fees for serving any portion of a quarter.  The payment of retainers for directors
elected in the middle of a quarter will be paid at the beginning of the quarter
following election.  Directors will only
be paid four quarterly fees for each “annual” period.


 


Per-meeting
fees will be accrued after the fourth meeting attended during the annual
period.  Committee meetings and actions
by written consent do not earn per-meeting fees and are not considered in the
per-meeting fee count.  Any meeting that
lasts less than 30 minutes will earn only a half-share of the per-meeting


 










(1) The Compensation Committee
and Board of Directors approved this director compensation program on March 18
and March 19, 2004, respectively.


 





















 


fee, if
applicable, but will count fully towards the four-meeting threshold.  Per-meeting fees will not be accrued for a
meeting that a director does not attend. Any per-meeting fees earned in a
calendar quarter will be paid along with the next quarterly retainers on the
first day of the next calendar quarter.


 


The
annual equity-based compensation will be granted as of the date of the Annual
Meeting.  For directors elected to the
Board between Annual Meetings, the annual equity-based compensation will be
pro-rated based on the partial year of service and will be granted on the date
of election.


 


NAVTEQ
also reimburses members of the Board of
Directors for travel, lodging and other reasonable out-of-pocket expenses
incurred in attending board and committee meetings or conducting other
board-related business.