Exhibit
10.16


NAVTEQ
CORPORATION


AMENDED
& RESTATED 2001 STOCK INCENTIVE PLAN


STOCK
OPTION AGREEMENT


(Non-Qualified
Stock Option)


	
  I.

  	
  NOTICE OF STOCK OPTION GRANT

  
	
   

  	
   

  	
   [Optionee’s Name]

  
	
   

  	
   

  	
   [Optionee’s Address]

  
	
   

  	
   

  	
   

  



 


You have been granted
an option (this “Option”) under the NAVTEQ Corporation Amended & Restated
2001 Stock Incentive Plan (the “Plan”) to purchase shares of Common Stock of
the Company (each a “Share” and, collectively, the “Shares”), subject to the
terms and conditions of both the Plan and this Stock Option Agreement (this “Option
Agreement”), as follows:


	
  Grant Number:

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
   

  
	
  Total Number of Shares

  	
   

  	
   

  
	
  Subject to the Option:

  	
   

  	
   

  
	
  Total Exercise Price :

  	
   

  	
   

  
	
  Expiration Date:

  	
  [not more than 8 years
  from Date of Grant]

  	
   

  
	
  Type of Option:

  	
  Non-Qualified Stock Option

  	
   

  
				



 


Exercisability and
Vesting:


Notwithstanding
anything herein to the contrary, this Option may be exercised only to the extent
it has become vested.  This Option will
vest and become exercisable with respect to 12/48th of
the Shares one year from the Vesting Commencement Date and an additional 1/48th of the Shares on the first day of each month
thereafter, in each case, subject to your continuous Status as an Employee on
such date.



 1
 









Except as
otherwise provided herein, this Option, to the extent vested, may be exercised
in whole or in part at any time prior to the close of business at the Company’s
principal executive offices on the 90th day following the termination of your
Continuous Status with the Company and its Affiliates.  Notwithstanding the foregoing, (i) in the
event that you have voluntarily terminated your Continuous Status with the
Company, this Option, to the extent vested, may be exercised in whole or in
part at any time prior to the 30th day following the termination of your
Continuous Status, (ii) in the event of your death, this Option, to the extent
vested, may be exercised in whole or in part at any time during the 18-month
period immediately following your death, and (iii) in the event you terminate
your employment due to a Disability, this Option, to the extent vested, may be
exercised in whole or in part at any time during the 12-month period
immediately following your Disability. 
However, if the option exercise period determined under subsection (i),
(ii), or (iii) above would otherwise expire during either a Market Stand-Off
period or any period during which the sale of shares is restricted due to
Company policies on insider trading, the option exercise period for such
Options will automatically be extended for a period of 15 days after the end of
the applicable sale restriction period.


If, at any time,
you cease to be an Employee of the Company but you continue to provide bona
fide services in a different capacity to the Company following such cessation,
including without limitation as a Director, Consultant or independent
contractor, then a termination of your Continuous Status shall not be deemed to
have occurred for purposes of this Agreement upon such change in
relationship.  Likewise, your Continuous
Status shall not be considered interrupted in the case of any absence approved
by the Company or a transfer between locations of the Company or between the
Company, its Affiliates, or any successor.


Notwithstanding
anything herein to the contrary, (a) in no event may all or any portion of this
Option be exercised after the Expiration Date set forth above, and (b) if you
commit an act of Misconduct, (1) this Option shall immediately terminate at the
time of such act of Misconduct without any action on the part of the Company,
(2) the Shares covered by the unexercised portion of this Option shall
immediately revert to the Plan, and (3) to the extent this Option has been
exercised subsequent to such Misconduct, the Company may, at any time prior to
the close of business on the 90th day following the date on which the
Administrator obtains knowledge of such Misconduct, (x) rescind such exercise
and, upon tendering to you the exercise price for the Shares issued to you in
connection with such exercise, recover such Shares, and/or (y) to the extent
you have sold such Shares, recover from you the net proceeds from the sale of
such Shares (less the exercise price for such Shares), plus interest on such
amount, at an annual rate equal to the then current prime rate on commercial
loans plus 1%, from the exercise date to the date you pay such amount to the
Company.


II.            AGREEMENT


1.        Grant of Option.  The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the “Optionee” or “you”) this Option to purchase the number of
Shares set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”), subject to the terms and
conditions of both the Plan, which is incorporated herein by reference, and
this Option Agreement.  Subject to
Section 12(d) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.  Capitalized terms used in this Option
Agreement but not otherwise defined herein shall have the meaning ascribed to
each such term in the Plan.    In
addition, in the event of your change in status from an Employee to a
Consultant or Director, or a Consultant to an Employee, this Option Agreement
shall remain in effect.


2.             Exercise of Option.


(a)    Right to Exercise.  This Option is exercisable on or prior to the
Expiration Date (as set forth in the Notice of Grant) in accordance with the
Exercisability and Vesting provisions set forth in the Notice of Grant and in
accordance with the other applicable provisions of this Option Agreement and
the Plan.  In the event of Optionee’s
death, Disability or other termination of Optionee’s employment, consulting or
other service relationship with the Company, the exercisability of this Option
shall be governed by the applicable provisions of the Plan and this Option
Agreement.


(b)   Method of Exercise.  This Option is exercisable by completing the
applicable documentation set forth in any on-line brokerage service made
available to Optionee by the Company, or by delivery of an exercise notice
form, available from the Company’s Stock Plan Administrator (in each case, an “Exercise



 2
 









Notice”), which
Exercise Notice shall state the election to exercise this Option, the number of
Shares in respect of which this Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be required by
the Company.  The Optionee acknowledges
and agrees that the Exercise Notice may include such provisions as the
Administrator in its sole discretion may determine are desirable including,
without limitation, restrictions on transfer, rights to require sale of the
shares in the event of a change in control of the Company and limitations on
sales immediately following a public offering. 
The Exercise Notice shall be completed by the Optionee and shall be
delivered to the Stock Plan Administrator of the Company, or the on-line
brokerage service made available by the Company, as the case may be.  The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares.  This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by such aggregate Exercise Price.  No
Shares shall be issued pursuant to the exercise of this Option unless such
issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Company’s
Common Stock is then listed.  Assuming
such compliance, the Exercised Shares shall be considered, for income tax
purposes, transferred to the Optionee on the date this Option is exercised with
respect to such Exercised Shares.  In
addition to any provisions included in this Agreement  or in any Exercise Notice, any Exercise
Notice shall be deemed to incorporate the provisions set forth in Exhibit A.


3.             Method of Payment.  Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, as determined by the
Administrator in its discretion at the time of exercise:


(a)    wire transfer to the Company’s Main
Depository Account;


(b)   certified or cashier’s check;


(c)    delivery of a properly executed exercise
notice together with such other documentation as the Administrator and the
broker, if applicable, shall require to effect an exercise of this Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price; and/or


(d)   surrender of other shares of Common Stock of
the Company (via actual delivery or attestation) which have been owned by the
Optionee for more than six (6) months on the date of surrender and have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares.


4.             Non-Transferability of Option.
This Option may not be transferred in any manner other than by will or by the
laws of descent or distribution.  This
Option may be exercised during the lifetime of Optionee only by the Optionee in
accordance with the terms of the Plan and this Option Agreement.  The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.


5.             Term of this Option. This
Option may not be exercised, in whole or in part, after the Expiration Date set
forth in the Notice of Grant.


6.             Lock-Up Period. Optionee
hereby agrees not to offer, sell, contract to sell, pledge or otherwise dispose
of, directly or indirectly, any equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
enter into a transaction which would have the same effect, or enter into any
swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of such securities, whether any such
aforementioned transaction is to be settled by delivery of such securities or
other securities, in cash or otherwise, or publicly disclose the intention to
make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, in each case during the seven
days prior to and the 180 days after the effectiveness of any underwritten
offering of the Company’s equity securities (or such longer or shorter period
as may be requested in writing by the managing underwriter and agreed to in
writing by the Company) (the “Market Standoff Period”), except as part of such
underwritten registration if otherwise permitted.  In addition, Optionee agrees to execute any
further letters, agreements and/or other documents requested by the Company or
its underwriters which are consistent with the terms of this Section 6.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.



 3
 









7.             Restrictions on Exercise/Legal
Compliance.  This Option may not be
exercised if the issuance of any Share upon such exercise or the method of
payment of consideration for any such Share would constitute a violation of any
Applicable Law.  Optionee represents that
when Optionee exercises this Option, Optionee will be purchasing Shares for
Optionee’s own account and not on behalf of others. Optionee understands and
acknowledges that federal, state and foreign securities laws govern and
restrict Optionee’s right to offer, sell or otherwise dispose of Shares issued
upon exercise of this Option unless such offer, sale or other disposition
thereof is registered under the Securities Act and state or foreign securities
laws, or in the opinion of the Company’s counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder.  Optionee agrees that Optionee will not offer,
sell or otherwise dispose of any Share in any manner which would: (i) require
the Company to file any registration statement with the Securities and Exchange
Commission (or any similar filing under state law) or to amend or supplement
any such filing or (ii) violate or cause the Company to violate the
Securities Act, the rules and regulations promulgated thereunder or any state
or other federal law, or (iii) violate any agreement between Optionee and the
Company, including this Option Agreement. 
Optionee further understands that all certificates evidencing Shares
purchased hereunder will bear such legends as the Company deems necessary or
desirable with respect to the Securities Act and/or other rules, regulations or
laws.


8.             Withholding of Taxes.  The Company shall be entitled, if necessary
or desirable, to withhold from you from any amounts due and payable, or Shares
owed, to you by the Company (or secure payment from you in lieu of withholding)
the amount of any withholding or other tax due from the Company with respect to
any Share issued pursuant to this Option Agreement, and the Company may defer
such issuance unless indemnified by you to its satisfaction; provided  however,
that if Shares are withheld, the value of such Shares shall not exceed the
amount necessary to satisfy the minimum statutory withholding amount.


9.             Entire Agreement; Governing Law.  The Plan is incorporated herein by
reference.  The Plan and this Option
Agreement (including the Notice of Grant) constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and
Optionee.  This Option Agreement is
governed by the laws of the State of Delaware except for that body of law
pertaining to conflict of laws.


10.           No guarantee of employment.  Optionee acknowledges and agrees that the
vesting of shares pursuant to the vesting provisions set forth herein is earned
only by continuing service as an employee, consultant or director, in each case
at the will of the company (and not through the act of being hired, being
granted an option or purchasing shares hereunder).  Optionee further acknowledges and agrees that
this option agreement, the transactions contemplated hereunder and the vesting
provisions set forth herein do not constitute an express or implied promise of
continued engagement as an employee or consultant for the vesting period, for
any period, or at all, and shall not interfere with Optionee’s right or the
company’s right to terminate Optionee’s employment or consulting relationship
at any time, with or without cause.


11.           Electronic Information.  Optionee hereby consents to receive
information regarding the Company electronically at Optionee’s Company e-mail
address, including, but not limited to, information regarding the Plan and
information distributed to the Company’s stockholders.


12.           Acknowledgements.  By accepting this Award:


(a)       Optionee
acknowledges and understands that this Option will not confer on any person any
legal or equitable right (other than those rights constituting the Option
itself) against the Company and/or any Affiliate, directly or indirectly.


(b)      
Optionee acknowledges and understands that his or her rights under the Plan are
offered to Optionee strictly as an employee of the Company or an Affiliate and
that the Plan is not an offer of securities made to the general public.


(c)       Optionee
agrees that no compensation or benefit arising or accruing under the Plan will
be reflected in any severance or indemnity payments that the Company or any
Affiliate may make or be required to make to Optionee in the future. 
Optionee further acknowledges that this grant is for future services to the



 4
 









Company
and/or its Affiliates and is not under any circumstances to be considered
compensation for past services.


(d)       Optionee
voluntarily acknowledges and consents to the collection, use, processing and
transfer of personal data as described in this paragraph.  Optionee is not
obliged to consent to such collection, use processing and transfer of personal
data.  However, failure to provide the consent may affect Optionee’s
ability to participate in the Plan.  The Company holds certain personal
information about Optionee, including but not limited to: Optionee’s name, home
address and telephone number, fax number, email address, family size, marital
status, sex, beneficiary information, emergency contacts, passport / visa
information, age, language skills, drivers license information, date of birth,
birth certificate, social security number or other employee identification
number, nationality, C.V. (or resume), wage history, employment references, job
title, employment or severance contract, current wage and benefit information,
personal bank account number, tax related information, plan or benefit
enrollment forms and elections, option or benefit statements, stock holdings or
directorships in the Company, details of all options or any other entitlements
to stock awarded, canceled, purchased, vested, unvested or outstanding in
Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). 
The Company and/or its subsidiaries will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of
Optionee’s participation in the Plan, and the Company may further transfer Data
to any third parties assisting the Company in the implementation,
administration and management of the Plan.  These recipients may be
located in the European Economic Area, or elsewhere throughout the world, such
as the United States.  Optionee authorizes them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing Optionee’s participation in the Plan,
including any requisite transfer of such Data as may be required for the
administration of the Plan and/or the subsequent holding of shares of stock on
Optionee’s behalf to a broker or other third party with whom Optionee may elect
to deposit any shares of stock acquired pursuant to the Plan.  Optionee
may, at any time, review Data, require any necessary amendments to it or
withdraw the consents herein in writing by contacting the Company; however,
withdrawing consent may affect Optionee’s ability to participate in the Plan.



 5
 









By
your signature and the signature of the Company’s representative on the
following page, you and the Company hereby agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement (including the Notice of Grant). 
In addition, your signature on the following page evidences your
acknowledgment that you have reviewed the Plan and this Option Agreement in
their entirety, you have had an opportunity to obtain the advice of counsel
prior to executing this Option Agreement and you fully understand all
provisions of the Plan and this Option Agreement. You agree to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and/or this Option
Agreement. You also acknowledge and understand that the Plan Administrator has
the authority to act in certain circumstances without your consent, including,
but not limited to, the authority to adjust the terms and conditions of this
Agreement in the event of certain Corporate Transactions and other Events, as
described in Section 11 of the Plan, and such actions could negatively impact
your rights under this Agreement. 
Additionally, you agree to notify the Company upon any change in the
residence address indicated on the following page.


	
  

  	
   

  	
   

  
	
  OPTIONEE:

  	
   

  	
  NAVTEQ
  CORPORATION

  
	
   

  	
   

  	
  

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Judson Green

  
	
  Print Name

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and
  CEO

  
	
  Residence Address

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State, Zip

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Country

  	
   

  	
   

  



 


CONSENT
OF SPOUSE


The
undersigned spouse of Optionee has read and hereby approves the terms and
conditions of the Plan and this Option Agreement.  In consideration of the Company granting to
Optionee the right to purchase shares of the Company’s common stock as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to
be irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound.  The undersigned hereby
appoints the undersigned’s spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under the Plan and/or this
Option Agreement.


	
   

  	
   

  
	
  

  	
  Signature of Optionee’s Spouse

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name of Optionee’s Spouse

  



 



 6
 









EXHIBIT A


1.           Representations of Purchaser.  Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.


2.           Rights as Stockholder.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing the Shares being
purchased hereunder, no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to any such Share, notwithstanding
the exercise of the Option.  A share
certificate for the number of Shares so acquired shall be issued to the
Purchaser as soon as practicable after exercise of the Option.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 11 of the Plan.


3.           Tax Consultation.  Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser’s purchase or
disposition of the Shares.  Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser
deems advisable in connection with the purchase or disposition of the Shares
and that Purchaser is not relying on the Company for any tax advice.


4.           Restrictive Legends and
Stop-Transfer Orders.


(a)         Legends. Purchaser understands
and agrees that, to the extent the Company determines it is required by
applicable state, Federal or foreign securities laws, the Company shall cause a
legend, in the form the Company determines to be appropriate, to be placed upon
any certificate(s) evidencing ownership of the Shares.


(b)        Stop-Transfer Notices.  Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate “stop-transfer” instruc­tions to its transfer agent, if any, and
that, if the Company  transfers its own
securities, it may make appropriate notations to the same effect in its
own records.


(c)         Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat
as owner of any such Shares or to accord the right to vote or receive dividends
in respect of any such Shares to any purchaser or other transferee to whom such
Shares shall have been transferred in violation of any of the provisions of
this Agreement.


5.        Entire Agreement; Governing Law.  The Plan and Option Agreement are
incorporated herein by reference.  This
Agreement, the Plan and the Option Agreement con­sti­tute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser
with respect to the subject matter hereof. 
This agreement is governed by Delaware law except for that body of law
pertaining to conflict of laws.  Should
any provision of this Agreement be determined by a court of law to be illegal
or unenforceable, the other provisions hereof shall nevertheless remain effective
and shall remain enforceable.


 



 7