Exhibit 4.1


 


NAVTEQ CORPORATION

DEFERRED EXECUTIVE COMPENSATION PLAN


NAVTEQ Corporation hereby
establishes the NAVTEQ Corporation Deferred Executive Compensation Plan, to
become effective as of March 1, 2006 (the “Effective Date”) for the benefit of
directors and a select group of management and highly compensated employees of
the Company. The Plan is intended to provide such individuals with certain
deferred compensation benefits. The Plan is intended to comply with the
requirements of the American Jobs Creation Act of 2004 (the “Act”) and shall be
interpreted in a manner consistent with the Act.


SECTION
1



DEFINITIONS


The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:


1.1 “Administrator” shall
mean the Board, or other person, persons or entity as may be designated by the
Board or by the President of the Company.


1.2 “Board” shall
mean the Board of Directors of the Company.


1.3 “Change of Control” with
respect to the Company means the occurrence of any one of the following events,
as a result of one transaction or a series of transaction:


(a)     any “person (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, but excluding the Company, its affiliates
as of the date of this Agreement, and any qualified or non-qualified plan
maintained by the Company or its affiliates), becomes the “beneficial owner”
(as defined in Rule 13d-3 promulgated under such Act) of securities of the
Company representing more than 25% of the combined voting power of the Company’s
then outstanding voting securities;


(b)     individuals who constitute a majority of the Board immediately
prior to a contested election for positions in the Board cease to constitute a
majority as a result of such contested election;


(c)     the Company is combined with or acquired by (by merger, share
exchange, consolidation, tender offer or otherwise) another corporation or
business entity and a result thereof, less than 67% of the outstanding
securities of or voting power in the surviving or resulting corporation or
other business entity is owned in the aggregate by the former shareholders of
the Company;


(d)     the Company sells, leases, or otherwise
transfers all or substantially all of its properties or assets not in the
ordinary course of business to another person or entity; or













(e)     the
outstanding voting securities of the Company are no longer listed on either the
NASDAQ National Market System, the New York Stock Exchange or the American
Stock Exchange or the Company is no longer registered under Section 12 of the
Securities Exchange Act of 1934, as amended.


1.5 “Company” shall
mean NAVTEQ Corporation, a Delaware corporation.


1.6 “Compensation” shall mean the base
compensation, including commissions, of a Participant and any bonuses paid to a
Participant under any of the Company’s incentive or bonus plans.


1.7 “Compensation
Deferrals” shall mean the amounts credited to Participants’ Accounts under
the Plan pursuant to their deferral elections made in accordance with Section
2.2.


1.8 “Eligible Employee” shall mean
each employee of the Company who is a Vice President, Senior Vice President,
Executive Vice President or officer of the Company and any other individual the
Administrator determines is eligible to participate in the Plan. The
Administrator may make such determination by individual or employment
classification.


1.9 “Participant” shall mean an
Eligible Employee or who (a) elects to become a Participant in the Plan
pursuant to Section 2.2 and (b) has not ceased to be a Participant pursuant to
Section 2.6.


1.10 “Participant’s Account” or “Account”
shall mean as to any Participant the separate account maintained on the
books of the Company in order to reflect his or her interest under the Plan.


1.11 “Plan” shall mean the
NAVTEQ Corporation Deferred Executive Compensation Plan, as set forth in this
instrument and as hereafter amended from time to time.


1.12 “Plan Year” shall
mean the Company’s fiscal year; currently January 1 through December 31.


1.13 “Unforeseeable
Emergency” means a severe financial hardship to the participant resulting
from:


(a)     an illness or accident of (i) the
Participant, (ii) the Participant’s spouse, or (iii) the Participant’s “dependent”
(as defined in Code Sec. 152(a) );


(b)     loss of the Participant’s property due to
casualty; or


(c) other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant’s control.


1.14 “Valuation Date” means
the last day of the Plan Year and such other date or dates as the Administrator
may deem necessary or desirable.



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SECTION 2



PARTICIPATION


2.1 Selection of Eligible
Employees and Directors. The Administrator may make such determination by
individual or employment classification. Each Vice President, Senior Vice
President, Executive Vice President and officer of the Company shall be
eligible to participate in the Plan. The Administrator may select other
employees to be eligible to participate in the Plan. Each Eligible Employee’s
decision to become a Participant shall be entirely voluntary.


2.2 Election to Defer Compensation. Each
Eligible Employee may elect to defer portions of his or her Compensation in
accordance with such rules as the Administrator may establish. An Eligible
Employee may elect to defer compensation for services performed during a
taxable year only if the election is made before that year, except as allowed
by future regulations or as follows:


(a)       A new Participant can make the election
within 30 days after becoming eligible, but the election can affect only
Compensation for services performed after the election.


(b)        For elections with respect to formula-based performance
compensation based on services performed over at least 12 months, the election
must be made no later than 6 months before the end of the service period.


Each Participant who makes an election under
this Section 2.2 shall make a separate Compensation Deferral election with
respect to the base compensation portion and the bonus portion of his or her
Compensation. The Administrator, in its sole discretion, shall determine the
manner and deadlines for Participants to make Compensation Deferral elections.


2.3 Suspension of Deferrals. In
general, a Participant may not change or terminate a Compensation Deferral
election during a Plan Year. However, in the event that a Participant incurs an
Unforeseeable Emergency, the Administrator, in its sole discretion, may permit
a Participant to suspend Compensation Deferrals, but only the extent permitted
by IRS guidance.


2.4 Time of Crediting. A Participant’s
Deferrals shall be credited to the Participant’s Account as soon as practical
following the date they are withheld from the Participant’s Compensation.


2.5 Termination of Participation. An
Eligible Employee who has become a Participant shall remain a Participant until
his or her entire Account balance is distributed. However, an Eligible Employee
who has become a Participant may or may not be an active Participant making
Compensation Deferrals for a particular Plan Year, depending upon whether he or
she has elected to make Compensation Deferrals for such Plan Year.



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SECTION 3



ACCOUNTING


3.1 Participants’
Accounts. A separate Account shall be established and maintained for each
Participant to which shall be credited all contributions under Section 2 and
the deemed earnings on such contributions. The Administrator shall determine
how the earnings or losses on the Accounts will be calculated. The
Administrator may determine that the earnings on all or a portion of the
Accounts will be based upon the return of a Charles Schwab money market fund
selected by the Administrator. Alternatively, the Administrator may elect to
segregate all or a portion of the Participant’s Account and use the method in
Section 3.2 below to determine the earnings. The Administrator shall notify
each Participant of the method used to calculate earnings for the Participant’s
Account.


3.2 Earnings or Losses on Segregated Accounts. For
purposes of determining the earnings or losses on a Participant’s segregated
Account, the following rules apply:


(a)       The investment alternatives made available to the Participant
shall be determined by the Administrator in its sole discretion. Each
Participant may select, from among the investment alternatives designated by
the Administrator from time to time, the investment alternative(s) in which all
or part of his Account shall be deemed to be invested.


(b)        The Participant shall make an investment designation in the
form and manner prescribed by the Administrator or its designee, which shall
remain effective until another valid designation has been made by the
Participant as herein provided. The Participant may amend his investment
designation at such times and in such manner as prescribed by the Administrator
or its designee. A timely change to the Participant’s investment designation
shall become effective as soon as administratively practicable in accordance
with procedures established by the Administrator or its designee.


(c)     If the Participant does not furnish complete investment
instructions, or the investment instructions from the Participant are unclear,
then the Account shall be credited with earnings (or losses) based upon the
return of a Charles Schwab money market fund selected by the Administrator.


(d)     Each Participant’s Account shall be utilized solely as a device
for the measurement and determination of the amounts to be paid to such
Participant under the Plan. No Participant or Beneficiary shall have any
proprietary rights in any assets held by the Company, whether or not held for the
purpose of funding the Company’s obligation under this Plan. This Plan
constitutes the mere promise of the Company to make benefit payments to
Participants in the future and the right of any Participant (or such
Participant’s Beneficiary) to receive benefits under this Plan shall be an
unsecured claim against the general assets of the Company.


3.3 Statements to Participants. The
Company shall provide statements to each Participant detailing the amounts
credited to the Participant’s bookkeeping Account under the Plan. Such
statements shall be provided annually or more frequently, as determined by the
Company.



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SECTION 4



DISTRIBUTIONS


4.1 Normal Time for
Distribution. Except as otherwise provided in this Section 4, the
distribution of a Participant’s vested Account shall commence within thirty
(30) days of the Participant’s termination of service with the Company.


4.2 Form of Payment. Each Participant shall
indicate on his or her deferral election the form of payment for the
Compensation Deferrals (and the deemed earnings thereon) to be made for the
specific Plan Year covered by such deferral election. A Participant may elect
(a) a lump sum payment, (b) five annual installment payments, or (c) ten annual
installment payments; provided, however, that a Participant who elects to
receive annual installments for five or ten years shall receive payment in a
lump sum if the Participant’s termination of service occurs due to his or her
death or Disability. A Participant’s election as to the form of payment shall
apply to all amounts credited to the Participant’s Account for the Plan Year
with respect to which the election is made. If the Participant elected to
receive five or ten annual installment payments, his or her first installment
shall be equal to 1/5th or 1/10th (respectively) of the balance credited to his
or her Account as of the most recent Valuation Date preceding the distribution.
Each subsequent annual installment shall be paid to the Participant as near as
administratively practicable to each anniversary of the first installment
payment. The amount of each subsequent installment shall be equal to the
balance credited to the Participant’s Account as of the most recent Valuation
Date preceding the distribution, divided by the number of installments
remaining to be made. While a Participant’s Account is in installment payout
status, the unpaid balance credited to the Participant’s Account shall continue
to be credited with deemed earnings under Section 3.2. Notwithstanding the
foregoing, the Company will pay a Participant’s Account in a lump sum at any
time after a termination of service if the value of such account is less than
$25,000.


4.3 Special Rule for Death or Disability. If
a Participant dies or becomes disabled, the balance then credited to his or her
Account shall be distributed to the Participant (or his or her beneficiary) in
a lump sum as soon as administratively practicable after the date of death or
disability.


4.4 Change in Form and/or Timing of
Distribution. A Participant may not change the timing and/or form of
distribution of his or her Account under the Plan.


4.5 Beneficiary Designations. Each
Participant may, pursuant to such procedures as the Administrator may specify,
designate one or more beneficiaries. A Participant may designate different
beneficiaries (or may revoke a prior beneficiary designation) at any time by
delivering a new designation (or revocation of a prior designation) in like
manner. Any designation or revocation shall be effective only if it is received
by the Administrator. However, when so received, the designation or revocation
shall be effective as of the date the notice is executed (whether or not the
Participant still is living), but without prejudice to the Administrator on
account of any payment made before the change is recorded. The last effective
designation received by the Administrator shall supersede all prior
designations. If a Participant dies without having effectively designated a
beneficiary, or if no beneficiary survives the Participant, the



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Participant’s
Account shall be payable to his or her surviving spouse, or, if the Participant
is not survived by his or her spouse, the Account shall be paid to his or her
estate.


4.6 Unforeseeable Emergency. In the
event that a Participant incurs an Unforeseeable Emergency, the Administrator,
in its sole discretion and notwithstanding any contrary provision of the Plan,
may determine that all or part of the Participant’s Account shall be paid to
him or her immediately; provided, however, that, in accordance with IRS guidance,
the amount paid to the Participant as a result of the Unforeseeable Emergency
does not exceed the amount necessary to satisfy the Unforeseeable Emergency,
plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution. The amounts necessary to satisfy the Unforeseeable Emergency will
be determined after taking into account the extent to which the hardship is, or
can be, relieved through reimbursement or compensation by insurance or
otherwise; or by liquidation of the Participant’s assets, to the extent that
the asset liquidation would not itself cause severe financial hardship.


4.7 Delayed Distribution. Distributions
to key employees shall be delayed for that period of delay required by Code
Section 409A, or regulations thereunder, with respect to distributions to key
employees of employers any of the stock of which is traded on an established
securities market


4.8 Payments to Incompetents. If any
individual to whom a benefit is payable under the Plan is a minor or legally incompetent,
the Administrator shall determine whether payment shall be made directly to the
individual, any person acting as his or her custodian or legal guardian under
the Uniform Transfers to Minors Act, his or her legal representative or a near
relative, or directly for his or her support, maintenance or education.


4.9 Administrator Discretion. Within
the specific time periods described in this Section 4, the Administrator shall
have sole discretion to determine the specific timing of the payment of any
Account balance under the Plan.


SECTION
5



ADMINISTRATION OF THE PLAN


5.1 Powers of
Administrator. The Administrator shall have all powers and discretion
necessary or appropriate to supervise the administration of the Plan and to
control its operation in accordance with its terms, including, but not by way
of limitation, the following powers:


(a)     To interpret and determine the meaning and validity of the
provisions of the Plan and to determine any question arising under, or in
connection with, the administration, operation or validity of the Plan or any
amendment thereto;


(b)     To delegate the authority to perform for
and on behalf of the Administrator one or more of the functions of the
Administrator under the Plan; and


(c)     To decide all issues and questions
regarding Account balances, and the time, form, manner, and amount of
distributions to Participants.



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5.2 Claims Procedure. If
the Participant or the Participant’s beneficiary (hereinafter referred to as a “Claimant”)
is denied all or a portion of an expected benefit under the Plan for any
reason, he or she may file a claim with the Administrator. The Administrator
shall notify the Claimant within 60 days of allowance or denial of the claim,
unless the Claimant receives written notice from the Administrator prior to the
end of the sixty (60) day period stating that special circumstances require an
extension of the time for decision and specifying the expected date of
decision. The notice of the Administrator’s decision shall be in writing, sent
by mail to the Claimant’s last known address, and if a denial of the claim,
must contain the following information:


(a)     the specific reasons for the denial;


(b)     specific
reference to pertinent provisions of the Plan on which the denial is based; and


(c)     if
applicable, a description of any additional information or material necessary
to perfect the claim, an explanation of why such information or material is
necessary, and an explanation of the claims review procedure.


5.3 Review Procedure. A Claimant is
entitled to request a review of any denial of his claim by the Administrator.
The request for review must be submitted in writing within 60 days after
receipt of the notice of the denial. The timely filing of such a request is
necessary to preserve any legal recourse which may be available to the claimant
and, absent a request for review within the 60-day period, the claim will be
deemed to be conclusively denied. Upon receipt of a written request for review,
the Claimant or his representatives shall be entitled to review all pertinent
documents, and to submit issues and comments in writing for consideration by
the Administrator. The Administrator shall fully and fairly review the matter
and shall promptly respond to the claimant, in writing, of its decision within
60 days after receipt of the review request. Due to special circumstances, if
no response has been provided within the first 60 days, and notice of the need
for additional time has been furnished within such period, the review and
response may be made within the following 60 days. The Administrator’s decision
shall include specific reasons for the decision, including references to the
particular Plan provisions upon which the decision is based.


5.4 Decisions of Administrator. All
actions, interpretations, and decisions of the Administrator shall be
conclusive and binding on all persons, and shall be given the maximum possible
deference allowed by law.


5.5 Administrative Expenses. All
normal administrative expenses incurred in the administration of the Plan shall
be paid by and borne by the Company. Any extraordinary administrative expenses
incurred as a result of actions by a Participant shall be charged against the
Participant’s Account and if such Account is not sufficient, paid by the
Participant.


SECTION
6



MODIFICATION OR TERMINATION OF PLAN


6.1 Company’s Obligations Limited. The Company intends to
continue the Plan indefinitely, and to maintain each Participant’s Account
until it is scheduled to be paid to him or



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her in accordance with the provisions of the
Plan. The Board may at any time may, by amendment of the Plan, suspend
Compensation Deferrals or may discontinue Compensation Deferrals, for any
reason.


6.2 Right to Amend or Terminate. The
Board reserves the right to amend or terminate the Plan at any time; provided,
however, that any amendment or termination shall not reduce benefits already
allocated to the Participant without the Participant’s consent. In the event
the Plan is terminated, the Accounts shall be distributed to the Participants
as soon as practicable following the date of Plan termination.


SECTION
7



GENERAL PROVISIONS


7.1 Inalienability. In
no event may either a Participant, a former Participant or his or her
Beneficiary, spouse or estate sell, transfer, anticipate, assign, hypothecate,
or otherwise dispose of any right or interest under the Plan; and such rights
and interests shall not at any time be subject to the claims of creditors nor
be liable to attachment, execution or other legal process.


7.2 Rights and Duties. Neither the
Company nor the Administrator shall be subject to any liability or duty under
the Plan except as expressly provided in the Plan, or for any action taken,
omitted or suffered in good faith.


7.3 No Enlargement of Employment or
Service Rights. Neither the establishment or maintenance of the Plan, the
making of any Compensation Deferrals nor any action of the Company or the
Administrator, shall be held or construed to confer upon any individual any
right to be continued as an employee or director of the Company nor, upon
dismissal, any right or interest in any specific assets of the Company other
than as provided in the Plan. The Company expressly reserves the right to
discharge any employee at any time.


7.4 Compensation Deferrals Not Counted
Under Other Employee Benefit Plans. Compensation Deferrals under the Plan
will not be considered for purposes of contributions or benefits under any
other employee benefit plan sponsored by the Company.


7.5 Taxes. To the extent required by
law, the Company shall withhold any taxes required to be withheld by the
federal or any state or local government from payments made hereunder or from
any other amounts paid to a Participant by the Company.


7.6 Applicable Law. The provisions of
the Plan shall be construed, administered and enforced in accordance with
ERISA, and to the extent not preempted by ERISA, with the laws of the State of
Illinois.


7.7 Severability. If any provision of
the Plan is held invalid or unenforceable, its invalidity or unenforceability
shall not affect any other provisions of the Plan, and in lieu of each
provision which is held invalid or unenforceable, there shall be added as part
of the Plan a provision that shall be as similar in terms to such invalid or
unenforceable provision as may be possible and be valid, legal, and
enforceable.



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7.8 Captions. The
captions contained in and the table of contents prefixed to the Plan are
inserted only as a matter of convenience and for reference and in no way
define, limit, enlarge or describe the scope or intent of the Plan nor in any
way shall affect the construction of any provision of the Plan.


IN WITNESS WHEREOF, the
Company has adopted this Plan as of the 1st day
of March, 2006.


	
  

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Lawrence M.
  Kaplan

  
	
   

  	
  Name

  	
  Lawrence M.
  Kaplan

  
	
   

  	
  Position

  	
  Senior Vice
  President

  
	
   

  	
   

  	
  and General
  Counsel

  
					



 



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