Exhibit 10.19


NAVTEQ
CORPORATION


AMENDED
& RESTATED 2001 STOCK INCENTIVE PLAN


RESTRICTED
STOCK UNIT AGREEMENT


1.     Notice
of Award.


«First_Name»
«Last_Name»


«Address_1»


«Address_2»


«Address_3»


«City»,
«State» «Zip»


«Country»


NAVTEQ Corporation (the “Company”) is pleased to
advise you that, pursuant to the Company’s Amended & Restated 2001 Stock
Incentive Plan (the “Plan”), the Board  has
granted to you (“you” or “Grantee”) a target award of «Target__RSUs»
restricted stock units (subject to adjustment below, the “Restricted Units”),
effective as of «Date_of_Grant» (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.


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, a scale to adjust the number of Restricted Units
subject hereto based on the achievement of (or failure to achieve) the
Performance Criteria.


c.               Determination of Final Award.  Following the completion of the Performance
Period, the Administrator in its sole discretion will determine the number of
Restricted Units that may be earned hereunder (the “Final Award”).  Subject to Section 2(d) and 7, each such
Restricted Unit represents the right to receive from the Company on the
applicable Vesting Date (as defined herein) one share of Common Stock.  The Final Award may reflect a downward or
upward adjustment to the number of Restricted Units subject to the target award
referenced above in Section 1, but will not in any case exceed 250% of that
target award.  In determining the size of
the Final Award, the Administrator will take into account (A) the extent to
which the Performance Criteria were, in the Administrator’s sole opinion,
achieved, and (B) such other factors as the Administrator may deem relevant,
including (but not limited to) required departures from the Company’s operating
budget, changes in accounting principles, currency fluctuations, acquisitions,
dispositions, mergers, consolidations or other corporate transactions, and
other unforeseen events or changes in circumstances since the Date of Grant.



 1
 









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 «Vesting_Commencement_Date»,
(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 



 2
 









“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.


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.



 3
 









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 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.



 4
 









20.   Acknowledgements.  By
accepting this Award:


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.



 5
 









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

  



 



 6