Exhibit
10.18


NAVTEQ CORPORATION


AMENDED AND RESTATED 2001 STOCK
INCENTIVE PLAN


RESTRICTED STOCK UNIT AGREEMENT


1.     Notice
of Award.


Name


Address


City, State Zip


NAVTEQ Corporation (the “Company”) is pleased to
advise you that, pursuant to the Company’s Amended and Restated 2001 Stock
Incentive Plan (the “Plan”), the Board  has
granted to you (“you” or “Grantee”) an award of Number of
Shares restricted stock units (the “Restricted Units”), effective as
of Month, Day YEAR (the “Date of Grant”),
subject to the terms and conditions set forth in this Restricted Stock Unit
Agreement (the “Agreement”).  Any
capitalized terms used herein and not defined herein have the meanings set
forth in the Plan.  This Award is
intended to be a Performance Award that satisfies the requirements for
exemption as “qualified performance based compensation” under Section 162(m) of
the Code and should be interpreted accordingly.


2.     Terms and Conditions. 
This Award is subject to the following terms and conditions:


a.               Performance Period.  The Performance Period shall be the 2006
calendar year.  


b.              Performance Criteria.  The criteria for evaluating the Company’s
performance over the Performance Period will be based upon revenue growth and
net income goals, as established by the Administrator in greater specificity
not later than 90 days following the start of the Performance Period.  The Administrator will also at that time
establish, in its discretion, an objective scale to adjust the number of Restricted
Units subject hereto based on the achievement of (or failure to achieve) the
Performance Criteria.


c.               Final Awards.  


(i)                                     Determination
of Final Awards.  Following the
completion of the Performance Period, the Administrator will apply the scale
described above in Section 2(b) to determine the number of Restricted Units
that may be earned hereunder (the “Final Award”).  Subject to Sections 2(c)(ii), 2(d) and 7,
each such Restricted Unit represents the right to receive from the Company on
the Vesting Date (as defined herein) one share of Common Stock.


(ii)                                  Application of
Negative Discretion.  The
Administrator, in its discretion, may further reduce (but not increase) the
number of Restricted Units subject to the Final Award to take into account
required departures from the Company’s operating budget, changes in accounting
principles, currency fluctuations, acquisitions, dispositions, mergers,
consolidations or other corporate transactions, and other factors influencing
the achievement of the Performance Criteria to ensure that such unforeseen events
or changes in circumstances since the Date of Grant do not frustrate the
purposes and intent of this Award.



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d.              Vesting of Restricted Units.


(i)                                     Except
as provided in Section 2(d)(ii) and Section 3, the Final Award will vest
ratably in annual installments at a rate of twenty-five percent (25%) per year
over a four (4) year period beginning on Month,
Day, Year (the “Vesting Commencement Date”).  The installments will vest on the first,
second, third and fourth anniversaries of the Vesting Commencement Date,
respectively, and each such anniversary is referred to herein as a “Vesting
Date”; provided, however, that in the event you do not maintain your Continuous
Status until any given Vesting Date, all of the Restricted Units that have not
yet become nonforfeitable shall be forfeited immediately upon the termination
of your Continuous Status.


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 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 leave of absence approved by the
Company or due to a transfer between locations of the Company or between the
Company, its Affiliates or any successor.


(ii)                                  Notwithstanding
anything herein to the contrary, if you commit an act of Misconduct, any
Restricted Units which have not prior to the date of such Misconduct become
nonforfeitable, or which have become nonforfeitable but have not yet been
distributed, will immediately and automatically, without any action on the part
of the Company, be forfeited and shall immediately revert to the Plan.


3.     Vesting
Upon Change in Control.  Upon the
occurrence of a Change in Control (as defined in the Plan), the Administrator
may take such actions as it, in its sole discretion, deems appropriate,
including, without limitation, the acceleration of vesting of Restricted Units,
the distribution of shares of Common Stock underlying the Restricted Units or
the substitution of equivalent awards of the surviving or successor entity or a
parent thereof.


4.     Book
Accounts.  An unfunded bookkeeping
account (the “Account”) shall be established for each Grantee when such person
is awarded Restricted Units pursuant to the Plan and this Agreement.  Accounts shall be maintained by the Administrator.  Restricted Units shall be credited to the
Account as of the Date of Grant and debited from the Account to reflect
adjustments described in Section 2(c) or Section 11 of the Plan, forfeitures
described in Section 2(d) and settlements described in Section 6 or 7.  Dividends or other distributions paid with
respect to the Shares underlying the Restricted Units shall be credited to the
Account in the form of additional Restricted Units (subject to the same terms
and conditions as the Restricted Units giving rise to the crediting of such
dividends or distributions) based on the Fair Market Value at that time.


5.     Rights
as Stockholder.  You shall not have
voting or any other rights as a stockholder of the Company with respect to the
Restricted Units.


6.     Delivery
of Shares.  As soon as practicable
following the date Restricted Units credited to your Account become
nonforfeitable in accordance with Section 2(d) (the “Delivery Date”), and
subject to your satisfaction of any withholding obligations, you shall receive
stock certificates (the “Certificates”) evidencing the conversion of those
Restricted Units into Shares.  The
Certificates shall be issued to you as of the Delivery Date and registered in
your name.



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7.     Cash
Settlements.  Notwithstanding anything
herein to the contrary, whenever Shares would otherwise be distributable in
respect of Restricted Units, the Administrator, in its sole discretion, may
settle all or any portion of those Restricted Units in cash equal to the Fair
Market Value of the Shares that would otherwise have been distributable.


8.     Deferral
Election.  The Administrator, at such
times and in such manner as may be determined by the Administrator in its sole
discretion, may allow you to defer delivery of the Shares that would otherwise
be due by virtue of the satisfaction of the vesting requirements set forth in
Section 2(d).


9.     Withholding
of Taxes.  The Company shall have the
right to deduct from any payment of any kind (including salary or bonus)
otherwise due to you, an amount equal to any federal, state or local taxes of
any kind required by law to be withheld in connection with the award, deferral
or settlement of the Restricted Units or other securities pursuant to this Agreement.  The Company shall also have the right to
withhold Shares otherwise deliverable upon vesting of the Restricted Units to
satisfy, in whole or in part, the amount the Company is required to withhold
for taxes in connection with this Award (based on the Fair Market Value of such
Shares as of the date of such withholding).


10.   Conformity
with Plan.  The Restricted Units are
intended to conform in all respects with, and are subject to all applicable
provisions of, the Plan (which is incorporated herein by reference).  Inconsistencies between this Agreement and
the Plan shall be resolved by the Administrator in its discretion.  By executing and returning the enclosed copy
of this Agreement, you acknowledge your receipt of this Agreement and the Plan
and agree to be bound by all of the terms of this Agreement and the Plan.


11.   NO GUARANTEE OF EMPLOYMENT.  GRANTEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF RESTRICTED UNITS 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 RESTRICTED UNITS OR RECEIVING SHARES HEREUNDER).  GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS 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 GRANTEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE GRANTEE’S SERVICE AT ANY TIME, WITH OR WITHOUT
CAUSE.


12.   Amendment
or Substitution of Restricted Units. 
The terms of the Restricted Units may be amended from time to time by
the Administrator in its discretion in any manner that it deems appropriate; provided that, except as otherwise
provided in Section 11 of the Plan or as required to ensure compliance with
Applicable Laws, no such amendment shall adversely affect in a material manner
any of your rights under the award without your written consent.


13.   Unfunded
Status of Plan.  The Plan is an
unfunded arrangement.  Any amounts
payable in cash under the Plan and this Agreement will be paid from the general
assets of the Company.  Any person
entitled to a payment under the Plan or this Agreement will have the rights of
a general creditor of the Company and will not have a claim to any particular
asset of the Company.


14.   Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


15.   Lock-Up
Period. Grantee 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



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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, Grantee 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 15.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.


16.   Restrictions/Legal
Compliance.  Shares will not be
distributed to the Grantee upon vesting of the Restricted Units if the issuance
of any Share upon such vesting would constitute a violation of any Applicable
Law.  The Company may also condition the
distribution of Shares upon the execution and delivery of any further documents
or instruments by the Grantee deemed necessary or desirable by the
Administrator, including any representations and warranties.  The Company shall not be required to transfer
on its books any Shares that have been sold or otherwise transferred in
violation of the Securities Act of 1933, as amended (the “Securities Act”) or
any other laws or the provisions of this Agreement.  Grantee represents that Grantee will be
acquiring Shares for Grantee’s own account and not on behalf of others.  Grantee understands and acknowledges that
federal, state and foreign securities laws govern and restrict Grantee’s right
to offer, sell or otherwise dispose of Shares awarded 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.  Grantee agrees that Grantee will
not offer, sell or otherwise dispose of any Shares 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 Grantee and
the Company, including this Agreement.


17.   Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.


18.   Entire
Agreement; Governing Law.  The Plan
and this 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 Grantee with respect to the
subject matter hereof.  This Agreement is
governed by the laws of the State of Delaware, without regard to principles of
conflict of laws.


19.   Notices.  Any notice, demand or request required or
permitted to be given by either the Company or the Grantee pursuant to the
terms of this Agreement shall be in writing and shall be deemed given on the
date and at the time delivered via personal, courier or recognized overnight
delivery service or, if sent via telecopier, on the date and at the time
telecopied with confirmation of delivery or, if mailed, on the date five (5)
days after the date of the mailing (which shall be by regular, registered or
certified mail).  Delivery of a notice by
telecopy (with confirmation) shall be permitted and shall be considered
delivery of a notice notwithstanding that it is not an original that is
received.  If directed to the Grantee,
any such notice, demand or request shall be sent to the address indicated at
the end of this Agreement, or to such other address as the Grantee may
hereafter specify in writing.  If
directed to the Company, any such notice, demand or request shall be sent to
the Company’s principal executive office, c/o the Company’s Secretary, or to
such other address or person as the Company may hereafter specify in writing.


20.   Acknowledgements.  By accepting this Award:



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


b.    
the Grantee acknowledges and understands that his or her rights under the Plan
are offered to the Grantee 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.     the
Grantee 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 the Grantee in the
future.  The Grantee further acknowledges that this grant is for future
services to the Company and/or its Affiliates and is not under any
circumstances to be considered compensation for past services.


d.     the
Grantee voluntarily acknowledges and consents to the collection, use,
processing and transfer of personal data as described in this paragraph. 
The Grantee is not obliged to consent to such collection, use processing and
transfer of personal data.  However, failure to provide the consent may
affect the Grantee’s ability to participate in the Plan.  The Company
holds certain personal information about the Grantee, including but not limited
to: the Grantee’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 the Grantee’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 the Grantee’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.  The Grantee
authorizes them to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Grantee’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 the Grantee’s behalf to a
broker or other third party with whom the Grantee may elect to deposit any
shares of stock acquired pursuant to the Plan.  The Grantee 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 the Grantee’s ability to participate in the Plan.


21.   Miscellaneous.


a.     The
rights and benefits of the Company under this Agreement shall be transferable
to any one or more persons or entities, and all covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by the Company’s
successors and assigns.  The rights and
obligations of the Grantee under this Agreement may only be assigned with the
prior written consent of the Company.


b.     Either
party’s failure to enforce any provision or provisions of this Agreement shall
not in any way be construed as a waiver of any such provision or provisions,
nor prevent that party thereafter from enforcing each and every other provision
of this Agreement.  The rights granted
both parties herein are cumulative and shall not constitute a waiver of either
party’s right to assert all other legal remedies available to it under the
circumstances.



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c.     This
Agreement may be executed, including execution by facsimile signature, in one
or more counterparts, each of which shall be deemed an original, and all of
which together shall be deemed to be one and the same instrument.


To acknowledge their agreement to the foregoing, the
Company has caused this Agreement to be executed by its duly authorized
officer, and the Grantee has executed this Agreement, in each case as of the
Date of Grant.


 


NAVTEQ
CORPORATION:


	
  

  	
   

  
	
  By

  	
   

  
	
  Judson Green

  	
   

  
	
  Name

  



 


By your
signature, you hereby accept this Award of Restricted Units and agree that the
Restricted Units are awarded under and governed by the terms and conditions of
the Plan and this Agreement.  In
addition, your signature below evidences your acknowledgment that you have
reviewed the Plan and this Agreement in their entirety, you have had an
opportunity to obtain the advice of counsel prior to executing this Agreement
and you fully understand all provisions of the Plan and this 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 Agreement. You also acknowledge
and understand that the 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 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
below.


GRANTEE:


	
  

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Residence
  Address

  	
   

  



 



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