EXHIBIT 10.1


 


 


NAVTEQ CORPORATION


2001 STOCK INCENTIVE PLAN


RESTRICTED STOCK UNIT AGREEMENT


 


1.     Notice of Award.


                                                                 [Grantee’s Name]


NAVTEQ Corporation (the “Company”)
is pleased to advise you that, pursuant to the Company’s 2001 Stock Incentive
Plan (the “Plan”), the Board has
granted to you (“you” or “Grantee”) a target award of NUMBER OF
RSU’S GRANTED  restricted stock units (subject to adjustment
below, the “Restricted Units”), effective as of GRANT
DATE  (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 period
during which corporate performance will be measured for purposes of this
Section 2 (the “Performance Period”) will be the 2006 calendar year. 


b.              Performance Criteria.  The criteria
for evaluating the Company’s performance over the Performance Period (the “Performance
Criteria”) 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.


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 the Date of


 


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                                                Grant. 
The installments will vest on the first, second, third and fourth
anniversaries of the Date of Grant, 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.


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.


 


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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 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


 


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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:


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.


 


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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.


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.


 


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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:


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
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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:


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
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