Exhibit 10.23


NAVTEQ
CORPORATION


 


2001
STOCK INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT


 


 


	
  I.

  	
  NOTICE
  OF STOCK OPTION GRANT

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Optionee’s Name]

  
	
   

  	
   

  	
   

  	
  [Optionee’s Address]

  
	
   

  	
   

  	
   

  	
   

  



 


You have been
granted an option (this “Option”) under the NAVTEQ Corporation 2001                             
[Optionee Country/State] (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:

  	
   

  	
   

  	
  [12 mos. after start
  date for current grants and 12 mos. after grant date for any future grants]

  
	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price per
  Share:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares Subject to the Option:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Exercise Price :

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
   

  	
  Incentive Stock Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Non-Qualified Stock
  Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercisability and
  Vesting:

  
					



 


 


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             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.


 


 


              However, for purposes of treatment
of the Option as an Incentive Stock Option, a leave of absence may not exceed
90 days, unless a return to active employment status upon expiration of such
leave is guaranteed by statute or contract. 
If your return to active employment status upon expiration of a leave of
absence approved by the Company is not so guaranteed, your employment
relationship will be deemed to have terminated on the 91st day of such leave
solely for purposes of eligibility to obtain favorable tax treatment of
Incentive Stock Options upon exercise. 
In addition, this Option shall not be treated as an Incentive Stock
Option with respect to any exercise that occurs more than 90 days after cessation
of your status as an Employee (except as otherwise permitted under Code section
421 or 422).


 


 


              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 Company’s chief
executive officer 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 


 


 


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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(c) 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.  If this
Option is designated in the Notice of Grant as an Incentive Stock Option (an “ISO”),
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code.  However, even if this
Option is intended to be an ISO, it shall be treated as a Non-Qualified Stock
Option to the extent this Option exceeds the $100,000 rule set forth in Section
422 of the Code.  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;
provided, however, that three (3) months and one (1) day after your status
changes from an Employee to a Consultant or Director, this Option, to the
extent an ISO, will become a Non-Qualified Stock Option.


 


 


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 delivery of an exercise notice, in the form attached as Exhibit
A (the “Exercise Notice”), which 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 an initial public offering.  The Exercise Notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Company.  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 


 


 


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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.


 


 


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)         cash;


 


(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 


 


 


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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.


 


 


             7.           Restrictions
on Exercise/Legal Compliance.  This
Option may not be exercised (a) until such time as the Plan has been approved
by the stockholders of the Company, or (b) 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 


 


 


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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.       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.       You agree that You will not
use Your Option award hereunder, the Exercise Price per Share for Your Option
award, the Fair Market Value of the Company’s Common Stock determined by the
Company’s Board of Directors in connection with the granting of Your Option
award, or the fair market value of the Company determined by the Company’s
Board of Directors upon which such Fair Market Value was based (or any
analyses, valuations, opinions or advice relating thereto), or any
deliberations or discussions of the Company’s Board of Directors or advisors
(including any records thereof) in connection with any of the same, in any way
to dispute, interfere with, or otherwise contest the conversion of those
Preferred Shares of the Company that had been held by Philips Consumer
Electronic Services B.V., and were convertible to Common Stock on October 1,
2002.  You also agree that You are not
entitled to any damages, consideration, or compensation of any sort from any
person or entity in connection with Your Option award resulting from, or in any
way related to, the conversion of such Preferred Shares, the issuance of common
shares in connection with such conversation, or otherwise.  You agree that Your Option award fulfills any
and all promises and/or representations, written or oral, made to You in
connection with Your employment by NAVTEQ up to and including the actual date
of Your signature on this Stock Option Agreement.


 


 


 


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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

  



 


 


 


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EXHIBIT A


 


NAVTEQ
CORPORATION


 


EXERCISE NOTICE


 


 


NAVTEQ Corporation


Merchandise Mart Plaza — Suite 900


Chicago, IL  60654


USA


 


Attention:  Shareholder Administrator


 


 


1.                Exercise
of Option.  Effective as of today,                                 the undersigned (“Purchaser”) hereby elects
to purchase                               
shares (the “Shares”) of the Common Stock of NAVTEQ Corporation (the “Company”)
under and pursuant to the 2001 Stock Incentive Plan (the “Plan”), and the Stock
Option Agreement, dated as of                               
(the “Option Agreement”).  The aggregate
purchase price for the Shares being purchased hereunder shall be $                  ,
as required by the Option Agreement.


 


2.           Delivery
of Payment.  Purchaser herewith
delivers to the Company the aggregate purchase price for the Shares being
purchased hereunder.


 


3.           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.


 


4.           Rights
as Stockholder.


              (a)         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.


              (b)        Drag-Along Right. 
Notwithstanding anything contained herein to the contrary, if at any
time any stockholder of the Company, or group of stockholders, owning a
majority or more of the voting capital stock of the Company (hereinafter,
collectively the “Transferring Stockholders”) proposes to enter into any
transaction involving (a) a sale of more than 50% of the outstanding
voting capital stock of the Company in a non-public sale or (b) any
merger, share exchange, consolidation or other reorganization or business
combination of the Company immediately after which a majority of the directors
of the surviving entity is not comprised of persons who were directors of the
Company immediately prior to such transaction or after which persons who hold a
majority of the voting capital stock of the surviving entity are not persons
who held voting capital stock of the Company immediately prior to such
transaction (a “Change-in-Control Transaction”), 


 


 


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the Company may
require the Purchaser to participate in such Change-in-Control Transaction with
respect to all or such number of the Purchaser’s Shares as the Company may
specify in its discretion, by giving the Purchaser written notice thereof at
least ten days in advance of the date of the transaction or the date that
tender is required, as the case may be. 
Upon receipt of such notice, the Purchaser shall tender the specified
number of Shares, at the same price and upon the same terms and conditions
applicable to the Transferring Stockholders in the transaction or, in the
discretion of the acquirer or successor to the Company, upon payment of the
purchase price to the Purchaser in immediately available funds.


 


5.           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.


 


6.           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.


 


 


 


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7.           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.


 


 


	
   

  	
   

  	
   

  
	
  Submitted by:

  	
   

  	
  Accepted on this                       
  day

  
	
   

  	
   

  	
  of
                                 
  ,                        
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PURCHASER:

  	
   

  	
  NAVTEQ CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Merchandise Mart Plaza — Suite
  900

  
	
  Residence Address

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chicago, IL 60654

  
	
  City, State, Zip

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USA

  
	
  Country

  	
   

  	
   

  



 


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