Exhibit 10.1
NAVTEQ CORPORATION
AMENDED & RESTATED 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 Amended & Restated 2001 Stock Incentive Plan (the "Plan"), the
Board has granted to you ("you" or "Grantee") an 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.
NATURE OF RESTRICTED UNITS.
SUBJECT TO SECTIONS 3, 6 AND 7, EACH
RESTRICTED UNIT REPRESENTS THE RIGHT TO RECEIVE FROM THE COMPANY ONE SHARE OF
COMMON STOCK AS AND ON THE DATES AS FURTHER DESCRIBED HEREIN.
3.
VESTING OF RESTRICTED UNITS.
A.
GENERALLY.
EXCEPT AS PROVIDED IN SECTIONS 3(C) AND 3(D), THE
RESTRICTED UNITS WILL VEST ONE HUNDRED PERCENT (100%) ON THE DAY OF THE
COMPANY'S NEXT REGULARLY-SCHEDULED ANNUAL MEETING OF STOCKHOLDERS FOR THE
ELECTION OF DIRECTORS IN THE ORDINARY COURSE OR, IF SUCH MEETING IS NOT HELD BY
THE END OF THE SECOND QUARTER OF 2008, THEN ON JUNE 30, 2008 ("VESTING DATE").
SHARES FROM VESTED RESTRICTED UNITS WILL BE DISTRIBUTED TO YOU IN ACCORDANCE
WITH SECTION 6.
IF YOU DO NOT MAINTAIN YOUR CONTINUOUS STATUS UNTIL THE VESTING
DATE, THE RESTRICTED UNITS WILL BE FORFEITED IMMEDIATELY UPON THE TERMINATION OF
YOUR CONTINUOUS STATUS.
B.
FORFEITURE UPON CESSATION OF SERVICE.
IF, AT ANY TIME, YOU
CEASE TO BE A DIRECTOR OF THE COMPANY BUT YOU CONTINUE TO PROVIDE BONA FIDE
SERVICES IN A DIFFERENT CAPACITY FOLLOWING SUCH CESSATION, INCLUDING WITHOUT
LIMITATION AS A CONSULTANT OR INDEPENDENT CONTRACTOR, THEN A TERMINATION OF YOUR
CONTINUOUS STATUS SHALL NOT BE DEEMED TO HAVE OCCURRED 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 THE COMPANY, ITS AFFILIATES OR ANY SUCCESSOR.
C.
MISCONDUCT.
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.
D.
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 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