Exhibit
10.24


NAVTEQ CORPORATION


2001 STOCK INCENTIVE PLAN


RESTRICTED STOCK UNIT AGREEMENT


 


1.             Notice
of Award.


 


                NAME


                ADDRESS


                ADDRESS


                COUNTRY


 


 


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”) an award of RSU-AMT restricted stock units
(the “Restricted Units”), effective as of 0August 5, 2004 (the “Date of Grant”)
and with vesting commencing as of VEST-COMM-DATE (the “Vesting Commencement
Date”), 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.             Issuance
of Restricted Units.  The Restricted
Units shall be awarded to you as of the Date of Grant.  Each Restricted Unit shall be equivalent in
value to one share of Common Stock and shall entitle you to receive from the
Company on the Vesting Date (as defined herein) one share of Common Stock for
each Restricted Unit.


3.             Vesting
of Restricted Units.


                a.             Except as provided in Section 3(b) and Section
4, the Restricted Units shall vest ratably in annual installments at a rate
of twenty-five percent (25%) per year over a four (4) year period beginning on
the first anniversary of the Vesting Commencement Date and continuing on the
three (3) anniversaries of the Vesting Commencement Date thereafter (with each
such anniversary a “Vesting Date”), provided, however, that in
the event you do not maintain your Continuous Status with the Company or a
Subsidiary 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 absence approved
by the Company or due to a transfer between locations of the Company or between
the Company, its Affiliates or any successor.


                b.             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.


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4.             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.


5.             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 dividends or other
distributions paid with respect to the Shares underlying the Restricted Units
shall be credited to the Account and reinvested in Restricted Units based on
the Fair Market Value at that time.  All
Shares (or cash, if applicable pursuant to Section 9) distributed to a
Grantee pursuant to the Plan and this Agreement shall be debited from such
Grantee’s Account.


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


7.             Delivery
of Shares.  As soon as practicable
following the date the Restricted Units credited to your Account become
nonforfeitable in accordance with Section 3 above (the “Delivery Date”),
and subject to your satisfaction of any withholding obligations, you shall
receive stock certificates (the “Certificates”) evidencing the
conversion of Restricted Units into Shares. 
The Certificates shall be issued to you as of the Delivery Date and
registered in your name.


8.             Adjustments.  If the Shares, as presently constituted,
shall be changed into or exchanged for a different number or kind of shares or
other securities of the Company or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, stock split,
spinoff, combination of shares or otherwise), or if the number of such Shares
shall be increased through the payment of a stock dividend or other similar
event, then there shall be substituted for or added to each Restricted Unit,
the number and kind of shares of stock or other securities as is appropriate to
reflect that event as determined by the Administrator in its discretion.


9.             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.


10.           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 lapse of the vesting requirements as set forth in Section
3.


11.           Withholding
of Taxes.


                a.             Company
Requirement.  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.


                b.             Participant
Election to Withhold Shares.  The
Company will withhold Shares 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 the award, deferral or settlement of the
Restricted Units or other securities pursuant to this Agreement:


(1)           upon
request of the Grantee in the event that the Shares are not listed on a
national securities exchange as of the date such withholding requirement
applies; or


 


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(2)           upon
the request of the Grantee with the consent of the Company in the event the
Company is listed with a national securities exchange as of the date such
withholding requirement applies.


The fair market value of the
shares to be withheld or delivered, if any, will be the Fair Market Value as of
the date of such withholding.


12.           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.


13.           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 PURCHASING 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.


 


14.           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.


15.           Unfunded
Status of Plan.  The Plan is an
unfunded arrangement.  Any amounts
payable 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.


16.           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.


17.           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 


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


18.           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.


19.           Restrictive
Legends and Stop-Transfer Orders. 
Grantee understands that all Certificates evidencing Shares received
hereunder will bear such legends as the Company deems necessary or desirable
under the Securities Act and/or other rules, regulations or laws.  Furthermore, Grantee 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.


20.           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 “Control Transaction”), the Company
may require the Grantee to participate in such Control Transaction with respect
to all or such number of the Grantee’s Shares as the Company may specify in its
discretion, by giving the Grantee 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 Grantee 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 Grantee in
immediately available funds.


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


22.           Entire
Agreement; Governing Law.  The Plan
and this Agreement constitute the entire agreement of the parties with respect
to the subject matter 


 


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hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and Grantee with respect to the subject matter hereof, and may not be
modified adversely to the Grantee’s interest except by means of a writing
signed by the Company and Grantee.  This
Agreement is governed by the laws of the State of Delaware, without regard to
principles of conflict of laws.


23.           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.


24.           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.


 


[Signature
Page Follows]


 


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  NAV TEQ CORPORATION:

  	
   

  	
  GRANTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
  Signed

  
	
   

  	
   

  	
   

  
	
  Judson Green

  	
   

  	
   

  
	
  Name

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Residence Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City, State Zip, Country

  



 


                By your signature, you hereby
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.


CONSENT OF SPOUSE


 


The undersigned spouse of Grantee has read and hereby
approves the terms and conditions of the Plan and this Agreement.  In consideration of the Company granting to
Grantee the right to receive shares of the Company’s Common Stock as set forth
in the Plan and this Agreement, the undersigned hereby agrees to be irrevocably
bound by the terms and conditions of the Plan and this 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 Agreement.


	
   

  	
   

  
	
   

  	
  Signature of Grantee’s
  Spouse

  
	
   

  	
   

  
	
   

  	
  Printed Name of Grantee’s
  Spouse

  



 


 


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