EXHIBIT 10.4(ii)
First Amendment
To
Green Employment Agreement
This is an amendment ("First Amendment") to the Employment Agreement dated April
17, 2000 by and between Navigation Technologies Corporation and Xxxxxx Xxxxx,
and is made as of August 15, 2001.
1. All capitalized terms used herein shall have the meanings ascribed
to them in the Employment Agreement.
2. The Employment Agreement is amended as follows:
i. The definition of "Good Cause" is added to Section 2(g)
as follows:
""Good Cause" shall mean (i) a significant diminution by
NavTech of Green's duties and responsibilities as compared to
the duties and responsibilities of Green as of the date of
this First Amendment, and/or (ii) a reduction by NavTech of
Green's Base Annual Compensation and/or target bonus."
ii. In the first sentence of Section 2(e), after "NavTech Breach
(as defined below)" in the clause "or Green terminates his
employment with NavTech other than as a result of a NavTech
Breach (as defined below)", insert "and/or for Good Cause
(defined below)".
iii. The first sentence of Section 2(f) is amended and restated in
its entirety as follows:
"In the event that Green's employment is terminated by NavTech
without Cause or by Green as a result of a NavTech Breach
and/or for Good Cause, or in the event that Green terminates
his employment within 60 days of a Change of Control, NavTech
will provide Green with the following:"
iv. In the event that during the next twelve (12) months there is
a Change of Control and, during such twelve-month period,
Green is terminated for any reason other than Cause or Green
terminates his employment due to a NavTech Breach and/or for
Good Cause, whether prior to or after such change of control,
then NavTech shall, in addition to the sums required to be
paid under Section 2(f)(i)-(iii), pay Green additional
severance pay equal to two (2) years Base Annual Compensation
and target bonuses.
4. The provisions set forth in paragraphs 2 above shall supercede any
provision to the contrary or inconsistent therewith in the Employment
Agreement. Except as expressly
provided herein, all of the terms and conditions set forth in
the Employment Agreement shall remain in full force and effect
and shall be unaffected by this First Amendment.
AGREED TO BY:
NAVIGATION TECHNOLOGIES CORPORATION XXXXXX XXXXX
By: /s/ Xxxxxxx xx Xxxxx /s/ Xxxxxx Xxxxx
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Signature Signature
Print Name: Xxxxxxx xx Xxxxx
Title: Chairman of the Board
