Annual Report — Form 10-K
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EX-14 — Material Foreign Patent
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EXHIBIT 14
NAVIGATION TECHNOLOGIES CORPORATION
CODE OF ETHICS AND BUSINESS CONDUCT
STATEMENT OF GENERAL POLICY
This Code of Ethics and Business Conduct (the "Code") has been adopted to
provide guiding principles to all directors, officers and employees (the
"Covered Persons") of Navigation Technologies Corporation and its direct and
indirect subsidiaries (the "Company") in the performance of their duties. The
Code should be read in conjunction with any other policies of the Company that
the Company may adopt from time to time regarding employee conduct. The Code is
in addition to any contractual obligations any Covered Person may have pursuant
to an employment agreement, a proprietary information and inventions agreement
or any other agreement between the Company and the Covered Person.
The basic principle which governs all of our Covered Persons is that the
Company's business should be carried on with loyalty to the interests of our
stockholders, customers, suppliers, fellow employees, strategic partners and
other business associates. Therefore, no Covered Person shall: (a) employ any
device, scheme or artifice to defraud the Company, its stockholders or any
Business Associate; or (b) engage in any act, practice or course of conduct
which operates or would operate as a fraud or deceit upon the Company, its
stockholders or any Business Associate.
The Company is committed to a high standard of business conduct. This
means conducting business in accordance with the spirit and letter of applicable
laws and regulations and in accordance with ethical business practices. This
Code helps in this endeavor by providing a statement of the fundamental
principles that govern the conduct of the Company's business. In addition, all
Covered Persons are responsible for complying with all laws and regulations
applicable to the Company, including without limitation, the following:
- ANTITRUST LAWS - Antitrust laws generally prohibit agreements with
competitors, suppliers or customers that constitute unlawful restraint of
trade, as well as price discrimination.
- LAWS GOVERNING INTERNATIONAL ACTIVITIES - The Foreign Corrupt Practices
Act generally prohibits payments to foreign officials to induce actions
by them. The Company must also comply with export laws. For example, the
Company is prohibited from taking any action in support of an
international boycott not sanctioned by the U.S. government. If you are
involved in exports, you must be familiar with the export laws and the
Company's related policies and procedures.
- EMPLOYMENT LAWS - The Company is committed to providing a work
environment that is free from all forms of discrimination, including
sexual harassment and discrimination based on race, color, religion, sex,
national origin, age, disability or other protected status. The Company
provides equal opportunity in all of our employment practices and seeks
to ensure that each of the Company's employees is treated with fairness
and dignity.
- OCCUPATIONAL HEALTH AND SAFETY AND ENVIRONMENTAL LAWS - The Company is
committed to providing a healthy and safe work environment. Each of the
Company's employees must abide by Company standards in safety matters, do
such employee's part to maintain a healthy and safe work environment and
take the necessary steps to ensure such employee's own safety and the
safety of others. The Company's employees must also adhere to all
environmental laws and regulations.
- SECURITIES LAWS - See Section 6 below.
COVERED PERSONS SHOULD CONTACT THE COMPANY'S LEGAL DEPARTMENT AND/OR HUMAN
RESOURCES DEPARTMENT WITH ANY QUESTIONS REGARDING EACH OF THE FOREGOING
LAWS.
1. DEFINITION OF TERMS USED
In addition to the terms already defined above, the following
terms have the indicated meanings:
(a) "Business Associate" means any supplier of services or
materials, customer, consultant, professional advisor, lessor
of space or goods, tenant, licensor, licensee or partner of
the Company.
(b) "Company" includes Navigation Technologies Corporation and
each of its direct and indirect subsidiaries.
(c) "Compliance Officer" shall, except as provided in the next
sentence, mean the Company's General Counsel, or such other
person designated by the Company's Board of Directors from
time to time. For matters concerning violations of this Code
by the Company's General Counsel, the "Compliance Officer"
shall mean the chairman of the Company's Audit Committee.
(d) "Family Members" means as to a specific Covered Person, his or
her Immediate Family Members, and any company, partnership,
limited liability company, trust or other entity that is
directly or indirectly controlled by that Covered Person
and/or by any Immediate Family Member of that Covered Person.
(e) "Immediate Family Member" includes the spouse (or life
partner) and children of a Covered Person and any relative (by
blood or marriage) of that Covered Person or spouse (or life
partner) residing in the same household as such Covered
Person.
(f) "Related Entity" means, as to a specific Covered Person, any
company, partnership, limited liability company or other
entity (such as a bank, investment banker, law firm,
accounting firm or consultant) of which such Covered Person is
a partner, director, member, officer or employee.
2. TRANSACTIONS WITH THE BUSINESS ASSOCIATES
(a) In adhering to the foregoing basic principles, Covered Persons,
their Family Members and Related Entities must not profit,
directly or indirectly, due to the Covered Person's position in
the Company, to the detriment or at the expense of the Company.
The foregoing, however, does not prohibit receipt of gifts of
nominal amount (i.e., less than $75) as provided in Section 4. No
Covered Person, Family Member or Related Entity shall take for his
or her own advantage any corporate opportunity for profit, which
he or she learns about in his or her position with the Company,
unless such Covered Person first presents the opportunity to the
Company and the Board of Directors and the Board of Directors give
its consent to the taking of such corporate opportunity by the
Covered Person, Family Member or Related Entity.
(b) Covered Persons and their Family Members may patronize our
Business Associates. However, no Covered Person or Family Member
shall sell or purchase any goods or services to or from a person
or entity that such Covered Person or Family Member knows or
reasonably should know is a Business Associate or competitor of
the Company without the prior consent of the Board of Directors,
except for the purchase of goods or services from a Business
Associate or competitor of the Company in the ordinary course of
the Business Associate's or competitor's business. No Covered
Person or Family Member shall borrow money or other property from
a person or entity that such Covered Person or Family Member knows
or reasonably should know is a Business Associate, unless that
Business Associate is regularly engaged in the business of lending
money or such other property, and the loan and the terms thereof
are in the ordinary course of the Business Associate's business.
(c) No Covered Person shall make any payment to or take any action
with respect to any government official, agent or representative
of the United States, any State or jurisdiction of the United
States or of any foreign country that is in violation of any
applicable laws or regulations. No Covered Person shall make any
payment or take any action in violation of the U.S. Foreign
Corrupt Practices Act.
3. NON-DISCLOSURE OF INFORMATION
(a) No Covered Person or Family Member shall discuss with others,
or inform others about, any actual or contemplated non-public
business transaction by a Business Associate or the Company
except in the performance of the Covered Person's duties to
the Company and then only for the benefit of the Business
Associate or the Company, as appropriate, and in no event for
personal gain or for the benefit of any third party.
(b) No Covered Person or Family Member shall give any non-public
information to any third party about any business transaction
of the Company or its Business Associates that are proposed or
in process unless expressly authorized to do so by the
Compliance Officer or in furtherance of the performance of
such Covered Person's duties to the Company.
(c) Clauses (a) and (b) above shall not apply to non-public
transactions or information of a Business Associate which are
known or learned by a Covered Person or Family Member other
than through his or her position with the Company.
(d) No Covered Person or Family Member other than the Company's
Chief Executive Officer, the Company's Chief Financial
Officer, any employee specifically designated by the Company
to regularly interact with the press (e.g., Marketing
Communications Director) or any Covered Person specifically
authorized by one of the foregoing persons, may discuss the
Company or its dealings with any of its Business Associates
with any member of the press or media, except with the prior
authorization of the Compliance Officer. Covered Persons and
Family Members shall refer all press inquiries about the
Company or its dealings with any of its Business Associates to
the Compliance Officer or such other persons designated by the
Company to regularly interact with the press.
4. PREFERENTIAL TREATMENT AND GIFTS
No Covered Person shall seek or accept for his or her self or for any
Family Member any favors, preferential treatment, special benefits,
special documents, gifts or other consideration as a result of such
Covered Person's association with a Business Associate due to his or
her position in the Company, except those usual and normal benefits
directly provided by a Business Associate. The foregoing, however, does
not prohibit receipt of gifts of nominal amount (i.e., less than $75).
Cash gifts may not be accepted under any circumstances, regardless of
amount, nor any items be accepted that are substantially equivalent to
cash, such as gift certificates or items that may be redeemed or
redeemable for cash.
Covered Persons are sometimes entertained by Business Associates and
potential Business Associates in the course of doing business. Offers
of lavish or unreasonable entertainment from Business Associates and
potential Business Associates, as a result of such Covered Person's
association with such Business Associate due to his or her position in
the Company, should be refused.
5. CONFLICTS OF INTEREST
(a) A Covered Person shall maintain a high degree of integrity
in the conduct of the Company's business and maintain independent
judgment. Each Covered Person must avoid any activity or personal
interest that creates, or appears to create, a conflict between
his or her interests and the interests of the Company. A conflict
of interest arises any time such a person has a duty or interest
that may conflict with
the proper and impartial fulfillment of such person's duties,
responsibilities or obligations to the Company. Conflicts of
interest include, by way of example, a person:
-- making an investment that may affect his or her business
decisions;
-- owning a meaningful financial interest in, or being
employed by, an organization that competes with the
Company;
-- owning a meaningful financial interest in, or being
employed by, an organization that does, or seeks to do,
business with the Company;
-- making a material decision on a matter where such person's
self-interests may reasonably call the appropriateness of
the decision into question;
-- being employed by or accepting compensation from any other
person as a result of business activity or prospective
business activity affecting the Company.
(b) A Covered Person that becomes aware of his or her own
personal interest or the personal interest of a Family
Member or another Covered Person, which is, or reasonably
may be viewed as, in conflict with that of the Company
should promptly present the situation and the nature of the
possible conflict to the Compliance Officer for appropriate
consideration. The Covered Person whose potentially
conflicting interest is at issue shall refrain from further
action until the situation has been consented to in writing
by the Compliance Officer, after consultation with the
Board of Directors.
(c) No Covered Person, Family Member or Related Entity shall
personally benefit, directly or indirectly from any Company
purchase or sale, or derive any other personal gain from
any other Company activity, except when the transaction has
been fully disclosed to and pre-approved by the Board of
Directors. The foregoing shall not apply to the Company's
customary salary, bonus and commission arrangements.
(d) No Covered Person or Family Member shall have any
meaningful financial interest in any Business Associate or
competitor of the Company, without the prior consent of the
Board of Directors. For these purposes, holding 1% or less
of the shares of a Business Associate or competitor whose
shares are publicly traded shall not be deemed
"meaningful".
(e) No Covered Person or Family Member shall hold any position
with (including as a member of the board of directors or
other governing body) or perform services for a person or
entity that such Covered Person or Family Member knows or
reasonably should know is a Business Associate or
competitor of the Company, without the prior consent of the
Board of Directors.
(f) Each Covered Person other than non-employee directors shall
promptly provide a complete and accurate report to the
Compliance Officer of all services such person and such
person's Family Members provide to any other business
enterprises, including serving as a director, officer,
consultant or advisor thereof. Each Covered Person who is a
non-employee director shall promptly provide a complete and
accurate report to the Compliance Officer of all services
such person and such person's Family Members provide to any
other business enterprises which such person knows or
reasonably should know constitute Business Associates or
competitors of the Company. No Covered Person or Family
Member shall provide any services to other business
enterprises which reasonably could be deemed to materially
adversely affect the proper performance of the Covered
Person's work for or duties to the Company or which
reasonably might materially jeopardize the interests of the
Company, without the prior consent of the Board of
Directors.
(g) No Covered Person shall direct, or seek to direct, any
Company business to any business enterprise in which the
Covered Person or his or her Family Member has a meaningful
ownership position or serves in a leadership capacity, or
to any Related Entity, without the prior consent of the
Board of Directors.
6. INSIDE INFORMATION
Federal and state securities laws and regulations prohibit the misuse of
"material non-public" ("inside") information when purchasing, selling or
recommending securities. Inside information includes, but is not limited
to, knowledge of pending Company business transactions, corporate finance
activity, mergers or acquisitions, unannounced earnings and financial
results and other significant developments affecting the Company.
Information is generally considered "material" if (a) there is a
substantial likelihood that a reasonable investor would find the
information important in determining whether to buy, hold or sell a
security, or (b) the information, if made public, would likely affect the
market price of a company's securities. Examples of material information
include unannounced dividends, earnings, financial results, new or lost
contracts or products, sales results, important personnel changes,
business plans, possible mergers, acquisitions, divestitures or joint
ventures, and important regulatory, judicial or legislative actions.
Information is generally considered "non-public" unless it has been
adequately disclosed to the public, which means that the information must
be publicly disclosed and adequate time must have passed for the
securities markets to absorb the information. Adequate disclosure
includes public filings with the SEC, posting on the Company's web site,
and/or the issuance of press releases. A delay of two (2) business days
is usually considered a sufficient period for routine information to be
absorbed by the market. A longer period may be considered necessary for
particularly significant or complex matters.
Inside information obtained by any Covered Person from any source must be
kept strictly confidential. All inside information should be kept secure,
and access to files and computer files containing such information should
be restricted. Covered Persons shall not use, act upon, or disclose to
any third party including, without limitation, any Family Member or
Related Entity, any inside information, except as may be necessary for
the Company's legitimate business purposes in the course of performing
such Covered Person's duties. Questions and requests for assistance
regarding inside information should be promptly directed to the
Compliance Officer.
Covered Persons and their Family Members and Related Entities are
prohibited from insider trading (buying or selling securities when in
possession of material, non-public information) or tipping (passing such
information on to someone who may buy or sell securities).
The above prohibition on insider trading applies to Company securities
and the securities of Business Associates if such person learns material,
non-public information about them in the course of conducting his or her
duties for the Company.
If a Covered Person leaves the Company, he or she must maintain the
confidentiality of all inside information until it has been adequately
disclosed to the public. If there is any question as to whether
information regarding the Company or any Business Associate is material
or has been adequately disclosed to the public, the Compliance Officer
must be contacted.
The Company has adopted a Securities Trading Policy (a copy of which is
attached hereto as Annex 1 and incorporated herein by this reference).
The Securities Trading Policy applies to all Covered Persons and their
Immediate Family Members.
7. GUARDING CORPORATE ASSETS
Covered Persons have a duty to safeguard Company assets, including its
physical premises and equipment, records, customer information, and
Company names and trademarks, trade secrets and other intellectual
property. Company assets shall be used for Company business only. No
Covered Person or Family Member may (i) take, loan, sell, damage or
dispose of Company property or use, or allow others to use, Company
property for any non-Company purpose, (ii) cause or solicit an employee
of the Company to perform personal services (i.e., not directly and
solely relating to the business of the Company) for such Covered Person
or Family Member, or accept such services, or (iii) cause the Company to
pay or reimburse such Covered Person or Family Member for any personal
expenses (i.e., not directly and solely relating to the business of the
Company), or accept such reimbursement. This section shall not apply to
limited personal use of certain Company assets (e.g., cell phone,
computer, automobile) if permitted under other policies of the Company.
8. CORPORATE BOOKS AND RECORDS
(a) Covered Persons must ensure that all Company documents are
completed accurately, truthfully, in a timely manner, and, when
applicable, are properly authorized.
(b) Financial activities and transactions must be recorded in
compliance with all applicable laws and accounting practices, and
in accordance with the generally accepted accounting principles
designated by the Company. Transactions shall be entered into the
books and records of the Company in a timely manner. No entry
shall be made on the Company's books and records which
intentionally disguises the true nature of the transaction or the
true parties to the transaction. The making of false or misleading
entries, records, or documentation is strictly prohibited.
Inter-company transactions shall be properly identified.
(c) Covered Persons may never create a false or misleading report
under the Company's name. In addition, no payments or established
accounts shall be used for any purpose other than as described by
their supporting documentation. No undisclosed funds or assets may
be established.
(d) No Covered Person may take any action to defraud, influence,
coerce, manipulate or mislead any other employee, officer or
director, or any outside auditor or lawyer for the Company for the
purpose of rendering the books, records or financial statements of
the Company incorrect or misleading.
(e) Errors, or possible errors or misstatements in the Company's books
and records must be brought to the attention of the Compliance
Officer, the Board of Directors or the Audit Committee of the
Board of Directors. The Compliance Officer, the Board of Directors
or the Audit Committee of the Board of Directors, as the case may
be, shall promptly inform the Chief Financial Officer of the
Company of any such error or misstatement, and take such other
action as it deems appropriate.
(f) Full, fair, accurate, timely and understandable disclosure is
required in all reports and documents that the Company files with
or submits to the Securities and Exchange Commission and in all
other public communications.
(g) All employees and officers are expected to cooperate fully with
the Company's internal auditors and outside auditors. No employee
or officer shall impede or interfere with the financial statement
audit process.
9. DOCUMENT RETENTION
(a) The Company seeks to comply fully with all laws and regulations
relating to the retention and preservation of records. All Covered
Persons shall comply fully with the Company's policies regarding the
retention and
preservation of records. Under no circumstances are records to be
destroyed selectively, or maintained outside Company premises or
designated outside storage facilities.
(b) Covered Persons are expected to be familiar with and comply with the
Company's Document Retention Policy, the current copy of which is
attached hereto as ANNEX 2 and incorporated herein by reference.
(c) If any Covered Person becomes aware of the existence of a subpoena
or impending government investigation, he or she must immediately
contact the Compliance Officer. Covered Persons must retain all
records and documents that may be responsive to a subpoena or
pertain to an investigation. Any questions regarding whether a
record or document pertains to an investigation or may be
responsive to a subpoena should be directed to the Compliance
Officer before the document is disposed of. Covered Persons shall
strictly adhere to the directions of the Compliance Officer in
handling such records or documents.
10. COMPLIANCE WITH INTERNAL CONTROLS AND DISCLOSURE CONTROLS
(a) The Company has adopted a system of internal controls that must be
strictly adhered to by all Covered Persons in providing financial
and business transaction information to and within the Company.
Each Covered Person shall promptly report to the Compliance
Officer any actual or suspected breaches or violations of the
Company's internal controls that come to the attention of the
Covered Person.
Each Covered Person shall promptly report to the Compliance
Officer any actual or suspected fraudulent or questionable
transactions or occurrences that come to the attention of the
Covered Person. Potentially fraudulent transactions include,
without limitation, embezzlement, forgery or alteration of checks
and other documents, theft, misappropriation or conversion to
personal use of Company assets, and falsification of records.
Each Covered Person is encouraged to bring to the attention of the
Compliance Officer any changes that the Covered Person believes
may improve the Company's system of internal controls.
(b) The Company has adopted a system of disclosure controls to assure
that all important information regarding the business and
prospects of the Company is brought to the attention of the Chief
Executive Officer and Chief Financial Officer of the Company. The
accuracy and timeliness of compliance with these disclosure
controls is critical in enabling those officers to provide the
financial statement and periodic report certifications required by
Federal laws.
Each Covered Person shall strictly adhere to the system of
disclosure controls, including the internal reporting
responsibilities, assigned to him or her by the Company.
Each Covered Person shall promptly report, in accordance with
Company policy, any significant event or occurrence (whether
positive or negative) that arises in the course of the Covered
Person's duties and responsibilities to the Company. Events or
occurrences include those that affect, or may affect, the Company,
or its Business Associates, competitors or industry. General
economic conditions need not be reported.
(c) Each Covered Person shall be candid in discussing matters
concerning internal controls and business disclosures with the
Company's management, internal auditors, outside auditors, outside
counsel, and directors.
11. IMPLEMENTATION OF THE CODE
While each Covered Person is individually responsible for compliance with
the Code, he or she does not do so in a vacuum. The Company has a number
of resources, people, and processes in place to answer questions and
guide Covered Persons through difficult decisions.
(a) COMPLIANCE OFFICER RESPONSIBILITY. The Compliance Officer is
responsible for overseeing, interpreting and monitoring compliance
with the Code. The Compliance Officer will also report
periodically to the Company's Audit Committee of the Board of
Directors regarding the administration and enforcement of the
Code, and work with the Company's Chief Executive Officer, Chief
Financial Officer and other officers where appropriate.
(b) REPORTING VIOLATIONS. If a Covered Person knows of or suspects a
violation of applicable laws or regulations, this Code, or any of
the Company's other policies, he or she must immediately report
that information to the Compliance Officer, the Company's Board of
Directors or the Audit Committee of the Board of Directors. No
Covered Person who reports an actual or suspected violation in
good faith will be subject to retaliation. The Company recognizes
the potentially serious impact of a false accusation. Covered
Persons are expected as part of the ethical standards required by
this Code to act responsibly in making complaints. Making a
complaint without a good faith basis is itself an ethical
violation. Any Covered Person who makes a complaint in bad faith
will be subject to appropriate corrective action including
termination of employment or service.
(c) INVESTIGATIONS OF VIOLATIONS. Reported violations of the Code will
be promptly investigated and treated confidentially to the extent
possible. It is imperative that the person reporting the violation
not conduct a preliminary investigation of his or her own.
Investigations of alleged violations may involve complex legal
issues. Persons who act on their own may compromise the integrity
of an investigation and adversely affect both themselves and the
Company.
(d) WAIVERS. The Board of Directors of the Company, and only the Board
of Directors of the Company, may, in its discretion, consent to
the waiver of any obligations or restrictions set forth herein.
The Board may also grant the Compliance Officer or other
appropriate officers of the Company the authority to approve such
waivers, provided, however, that only the Board of Directors may
consent to such waivers with respect to officers and directors of
the Company. Any waiver will be promptly disclosed as required by
law or stock exchange regulation.
ENFORCEMENT
The Compliance Officer will take such action he or she deems necessary
or appropriate with respect to any Covered Person who violates, or whose Family
Member violates, any provision of this Code, and will inform the Board of
Directors of the Company of all material violations and actions taken with
respect thereto. If a Covered Person knows of or suspects a violation of
applicable laws or regulations, this Code, or any of the Company's other
policies by the Compliance Officer or his or her Family Member, he or she must
report that information to the Board of Directors or the Audit Committee of the
Board of Directors for its consideration and such action as the Board of
Directors or the Audit Committee, as the case may be, in its sole judgment,
shall deem warranted.
The Compliance Officer will keep records of all reports created under
this Code and of all actions taken under this Code. All such records will be
maintained in such manner and for such periods as are required under applicable
Federal and state laws and regulations.
CONDITION OF EMPLOYMENT OR SERVICE
Compliance with this Code and all fiduciary duties under applicable law
shall be a condition of employment or service and of continued employment or
service with the Company, and conduct not in accordance therewith shall
constitute grounds for disciplinary action, including termination of employment
or service.
This Code is NOT an employment or service contract nor is it intended
to be an all inclusive policy statement on the part of the Company. The Company
reserves the right to provide the final interpretation of the policies on the
Code and to revise those policies as deemed necessary or appropriate.
**********
I acknowledge that I have read this Code of Ethics and Business Conduct
(a copy of which has been supplied to me and which I will retain for future
reference) and agree to comply in all respects with the terms and provisions
hereof. I also acknowledge that this Code of Ethics and Business Conduct may be
modified or supplemented from time to time, and I agree to comply with those
modifications and supplements, as well.
--------------------------------------
Print Name
--------------------------------------
Signature
Date:
-------------------------
ANNEX 1
NAVIGATION TECHNOLOGIES CORPORATION
SECURITIES TRADING POLICY
NO DIRECTOR, OFFICER OR OTHER EMPLOYEE WHO HAS MATERIAL NON-PUBLIC
INFORMATION RELATING TO NAVIGATION TECHNOLOGIES CORPORATION (THE "COMPANY"),
INCLUDING ITS SUBSIDIARIES, MAY BUY OR SELL SECURITIES OF THE COMPANY, DIRECTLY
OR INDIRECTLY, OR ENGAGE IN ANY OTHER ACTION TO TAKE PERSONAL ADVANTAGE OF THAT
INFORMATION, OR DISCLOSE IT TO OTHERS. INFORMATION IS GENERALLY CONSIDERED
"MATERIAL" IF (a) THERE IS A SUBSTANTIAL LIKELIHOOD THAT A REASONABLE INVESTOR
WOULD FIND THE INFORMATION IMPORTANT IN DETERMINING WHETHER TO BUY, HOLD OR SELL
IN A SECURITY, OR (b) THE INFORMATION, IF MADE PUBLIC, WOULD LIKELY AFFECT THE
MARKET PRICE OF A COMPANY'S SECURITIES. THIS POLICY ALSO APPLIES TO INFORMATION
RELATING TO ANY OTHER COMPANY, INCLUDING THE COMPANY'S CLIENTS OR SUPPLIERS,
OBTAINED IN THE COURSE OF EMPLOYMENT, AND THE TRADING OF SECURITIES OF SUCH
CLIENT OR SUPPLIER. TRANSACTIONS THAT MAY SEEM NECESSARY OR JUSTIFIABLE FOR
INDEPENDENT PERSONAL REASONS ARE NO EXCEPTION. SUCH RESTRICTIONS ALSO APPLY TO
IMMEDIATE FAMILY MEMBERS AND OTHERS RESIDING IN THE EMPLOYEE'S HOUSEHOLD.
"IMMEDIATE FAMILY MEMBERS" INCLUDES THE SPOUSE (OR LIFE PARTNER) AND CHILDREN OF
THE EMPLOYEE AND ANY RELATIVE (BY BLOOD OR MARRIAGE) OF THAT EMPLOYEE OR SPOUSE
(OR LIFE PARTNER).
IN ADDITION:
1. ALL DIRECTORS, OFFICERS AND OTHER EMPLOYEES OF THE COMPANY ARE
RESTRICTED FROM THE PURCHASE AND SALE OF THE COMPANY'S SHARES DURING THE PERIODS
BEGINNING WITH THE FIFTEENTH DAY OF THE LAST MONTH OF A FISCAL QUARTER OR FISCAL
YEAR AND ENDING WITH THE EXPIRATION OF TWO BUSINESS DAYS FOLLOWING THE PUBLIC
RELEASE OF THE COMPANY'S PRIOR QUARTER OR PRIOR FISCAL YEAR FINANCIAL RESULTS.
THIS RESTRICTION DOES NOT APPLY TO THE EXERCISE OF STOCK OPTIONS, BUT DOES APPLY
TO THE SALE OF SHARES ACQUIRED UPON THE EXERCISE OF STOCK OPTIONS.
2. THE COMPANY'S SECTION 16 REPORTING PERSONS (AS DESIGNATED FROM TIME
TO TIME BY THE COMPANY'S BOARD OF DIRECTORS) AND THE OTHER RESTRICTED PERSONS
(AS DESIGNATED FROM TIME TO TIME BY THE COMPANY'S BOARD OF DIRECTORS), MUST
NOTIFY THE COMPANY'S GENERAL COUNSEL AT LEAST 2 BUSINESS DAYS IN ADVANCE OF ANY
TRANSACTION, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF STOCK OPTIONS.
PENALTIES ON INSIDER TRADING CAN BE BOTH CRIMINAL AND CIVIL AND
SUBSTANTIAL. SUCH PENALTIES INCLUDE LOSS OF JOB, LOSS OF PROFITS FROM THE
TRANSACTION, DAMAGES OF TRIPLE THE AMOUNT OF PROFIT AND CRIMINAL PENALTIES OF UP
TO $1,000,000 AND TEN YEARS IN PRISON. THE COMPANY CAN BE SUBJECT TO AN SEC
PENALTY AS CAN THE INDIVIDUAL IF THE INDIVIDUAL IS FOUND TO BE TRADING ON INSIDE
INFORMATION. AN EMPLOYEE'S SUPERVISOR CAN BE SUBJECT TO SEC PENALTIES IF AN
INDIVIDUAL UNDER HIS OR HER RESPONSIBILITY IS FOUND TO BE TRADING ON INSIDE
INFORMATION.
ANNEX 2
NAVIGATION TECHNOLOGIES CORPORATION (THE "COMPANY")
DOCUMENT RETENTION POLICY
I. INTRODUCTION
A. A document retention policy is critical to the success of the
Company.
B. The proper retention, maintenance and disposal of records:
- Ensures contractual and regulatory compliance;
- Positions the Company to respond to legal claims, if any;
- Contributes to the preservation of Company know-how; and
- Allows efficient responses to business requirements,
which ultimately saves time and money.
C. The goals of records management are to provide easy access to
retained records and to dispose of unnecessary records in an
orderly and timely manner. In order for this policy to be most
effective, personnel should incorporate it as a day-to-day
practice, arranging for the storage of those records that are to
be retained and disposing of those records which need not be
retained, each in accordance herewith.
- PURPOSE OF POLICY
A. Business Reasons
- Easy access to active files to make informed business
decisions;
- Remove inapplicable records which may be misleading,
inaccurate or needlessly cumulative;
- Maintain operation of Company in case of disaster;
- Facilitate operation of the Company.
B. Legal Reasons
- Evidence of business transactions;
- Satisfy contractual obligations;
- Fulfill statutory requirements, if any;
- Respond to actual or potential legal proceedings.
II. CREATION OF RECORDS
A. As used in this policy, the term "records" broadly refers to all
information generated and received by the Company, regardless of
the medium of transmission or storage (e.g., reports, e-mail,
correspondence, voice-mail, graphics, agreements (electronics and
hard copy), internal memorandum, notes, work documents stored on
home computers or pda's, "personal" work files and drafts of the
foregoing).
B. Personnel must assume that all records may be subject to review by
other parties, in the context of litigation or otherwise.
C. Exercise good judgment when creating and distributing records,
particularly with e-mail which is often perceived as more
informal.
D. If you are an attorney, mark all internal correspondence and
memorandum, including e-mail, as attorney-client privileged, when
appropriate.
E. Mark all documents that contain confidential information of the
Company, including e-mail and draft agreements, as: NAVIGATION
TECHNOLOGIES CONFIDENTIAL.
III. RECORDS RETENTION
A. The length of time records should be retained varies depending on
the types of record, but records should generally be retained for
the longer of the amount of time:
- required by law (i.e. regulatory or statutory requirements;
tax or audit requirements, civil discovery requirements,
governmental investigation, etc.);
- determined to be legally appropriate and necessary, even
though not mandated by law (i.e. as required by contractual
obligation or requirements of original user); or
- ascertained to be appropriate with reasonable business
judgment.
B. You should consult with the Company's General Counsel if you have
any questions regarding the retention of any particular documents.
IV. MAINTENANCE OF RECORDS
A. Records should be preserved and organized for easy access.
B. Accessibility of confidential and/or legally privileged records
should be limited to authorized personnel.
C. One copy of all originally executed agreements or other documents
for which it is important to maintain at least one copy shall be
maintained off-site, in a fire-proof storage cabinet or in another
secure manner in the event of a natural disaster, fire, etc.
D. Records should not be maintained by employees outside of the
Company's office.
V. DISPOSAL OF RECORDS
A. Except as set forth herein, unnecessary or obsolete records should
be disposed of in the ordinary course of business and should be
retained only as long as may be necessary to enable personnel in
possession thereof to fulfill employment requirements and
objectives.
B. Documents that relate to any litigation, threatened claim or
action, governmental investigation, inquiry or proceeding , or
similar judicial or administrative matters should not be
destroyed. With respect to electronic documents, when the company
learns that litigation has been or likely will be filed, it shall:
- Identify back-up tapes containing potentially relevant
information and remove those tapes from the existing
recycling rotation;
- Identify individuals within the organization who are most
likely to have generated or received relevant information
and preserve that information by imaging those individuals'
e-mail directories, e-mail archives, network drives and
local hard drives; and
- Document the steps taken to preserve and collect
information.
VI. REVIEW OF DOCUMENT RETENTION POLICY
A. This policy shall be reviewed periodically by the Company's Legal
Department, which shall report any suggested changes to the Board
of Directors.
B. The Legal Department will be responsible for periodically
reviewing compliance with the policy.
C. Employees should periodically review documents in their possession
for compliance with this policy.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/16/04 | | | | | | | 4 |
| For Period End: | | 12/31/03 | | | | | | | 10-K/A, 5 |
| List all Filings |
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