Employment Agreement - Navigation Technologies Corp. and Ronald Brumback
April 18, 1996
Mr. Ronald Brumback
631 S. Garfield Avenue
Hinsdale, IL 60521
Dear Ron,
I am pleased to offer you the position of President and Chief Operating Officer
of Navigation Technologies Corporation ("NavTech"). Subject to your acceptance
of this offer, your employment will commence as of April 22, 1996. Your duties
and responsibilities as President and COO are more fully described in Exhibit A
attached to this letter. As President and COO you shall report directly to the
Board of Directors and the intent is that you shall be a board member as long as
you hold those positions.
You will receive a base cash compensation of $14,423.08 paid bi-weekly, equal to
$375,000 per annum. You will also be eligible to participate in the senior
executive bonus plan to be established by NavTech in 1996. Your target bonus
each year will be 50% of your base annual cash compensation, subject to your
achievement of applicable milestones and objectives. For each year, any such
bonuses will be paid to you on a bi-weekly basis during the following year.
Such milestones and objectives shall refer to financial data determinable as of
the end of each fiscal year of NavTech and a determination as to whether such
milestones and objectives have been met shall be made within 90 days after the
end of each such fiscal year. The aggregate amount of any bi-weekly payments
which would have been due during such 90 day period had such determination been
made the last date of the fiscal year shall be made in a lump sum immediately
following such determination. For the year 1996, the bonus will not be linked
to any milestones or objectives but will be 50% of the base cash compensation
paid to you by NavTech between April 22 and December 31, 1996.
In addition, subject to your acceptance of this employment offer, the Board of
Directors has granted you options to purchase 5,000,000 shares of Navigation
Technologies Corporation common stock at the fair market value at the time of
the grant (i.e. $0.85 per share). The options will, subject to your continued
employment, vest in equal monthly installments over a four year period
commencing on April 22, 1996. These options will be incentive stock options to
the maximum extent allowable at the time of the grant; the balance will be non-
qualified options. You will not be eligible for grants of additional stock
options until July 1, 2000.
In the event that you and your family relocate from Illinois to California
during the course of your employment, NavTech will pay the reasonable costs of
such relocation including any necessary adjustments to achieve a tax neutral
effect all on the same terms as the relocation plan which Philips now has in
effect for employees of your status.
NavTech currently provides company-paid employee insurance from your date of
hire including medical, dental, vision, life and long-term disability coverage.
Employees have the option of acquiring medical/dental/vision coverage for their
dependents as well, with the company paying 50%
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Mr. Ronald Brumback
April 18, 1996
Page 2
of the premium. You will also be eligible to participate in
a Section 125 Health Care/Dependent Care Reimbursement Plan and a 401(k) Savings
and Investment Plan. Should the company institute any executive benefit plans
you will be entitled to participate in such plans.
While I hope our relationship will be long and mutually beneficial, it is
mutually recognized that our relationship shall not be for any definite term,
but rather shall be one of "at-will" employment.
In the event that your employment is terminated by NavTech without cause (as
defined below), NavTech will provide you with the following: severance pay
equal to one year base compensation plus any earned and unpaid bonus as of the
date of such termination such bonus to be paid over the period it would have
been paid to you had you not been terminated; continuation of your normal
benefits for a one year period after the date of termination; continuation of
vesting of your incentive stock option for a period of three months from the
date of termination; and extension of the time period for the exercise of your
non-qualified options to two years from the date of termination. Your incentive
stock options shall convert to non-qualified options if they are not exercised
within three months of such termination. The foregoing provisions regarding
your options shall supersede any existing terms. In the event of such a
termination, the foregoing shall be your sole and exclusive remedy and you shall
not be entitled to any other or further payments, compensation or benefits from
NavTech. For these purposes "cause" shall mean any act or omission in the
conduct of your duties and responsibilities which constitutes gross negligence
or willful misconduct, or any act or omission outside the course of your duties
and responsibilities which includes dishonesty or criminal conduct.
In the event that you voluntarily terminate your employment with NavTech, you
shall be entitled to receive any bonus and earned but unpaid as of the date of
such termination over the period such bonus would have been paid to you had you
not voluntarily terminated your employment.
In order to minimize costs and expenses for all parties, any disputes or
controversies arising in connection with your employment or the cessation of
your employment with the company will be resolved by binding arbitration in the
State of Illinois. The arbitration will be conducted in accordance with the
applicable rules of the American Arbitration Association under Illinois law.
This offer is contingent on the execution by you and NavTech of the Proprietary
Information and Invention Agreement attached hereto as Exhibit B on or before
the commencement of your employment with NavTech. This offer is also contingent
on your providing NavTech with proof of your legal eligibility to work in the
United States within seventy-two (72) hours of your first day of employment.
Let me express my pleasure and enthusiasm about the prospect of your employment
with NavTech, my appreciation for the contribution you have made to NavTech as a
Board member thus far, and my expectation that you will find NavTech to be
exciting and fulfilling place to work.
<PAGE>
Mr. Ronald Brumback
April 18, 1996
Page 3
I look forward to your positive response to this offer and to your continuing
role as a key member of the team that will lead NavTech to success.
Cordially,
/s/ T. Russell Shields
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Chairman
AGREED TO AN ACCEPTED:
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Mr. Ronald Brumback
April 18, 1996
Page 4
/s/ Ronald A. Brumback
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Ronald A. Brumback Date