Exhibit 10.18
NAVTEQ CORPORATION
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
1.
NOTICE OF AWARD.
Name
Address
City, State Zip
NAVTEQ Corporation (the "Company") is pleased to advise you that, pursuant to
the Company's Amended and Restated 2001 Stock Incentive Plan (the "Plan"), the
Board has granted to you ("you" or "Grantee") an award of Number of Shares
restricted stock units (the "Restricted Units"), effective as of Month, Day YEAR
(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.
This
Award is intended to be a Performance Award that satisfies the requirements for
exemption as "qualified performance based compensation" under Section 162(m) of
the Code and should be interpreted accordingly.
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, AN OBJECTIVE
SCALE TO ADJUST THE NUMBER OF RESTRICTED UNITS SUBJECT HERETO BASED ON THE
ACHIEVEMENT OF (OR FAILURE TO ACHIEVE) THE PERFORMANCE CRITERIA.
C.
FINAL AWARDS.
(I)
DETERMINATION OF FINAL AWARDS.
FOLLOWING THE COMPLETION OF THE PERFORMANCE PERIOD, THE ADMINISTRATOR WILL APPLY
THE SCALE DESCRIBED ABOVE IN SECTION 2(B) TO DETERMINE THE NUMBER OF RESTRICTED
UNITS THAT MAY BE EARNED HEREUNDER (THE "FINAL AWARD").
SUBJECT TO SECTIONS
2(C)(II), 2(D) AND 7, EACH SUCH RESTRICTED UNIT REPRESENTS THE RIGHT TO RECEIVE
FROM THE COMPANY ON THE VESTING DATE (AS DEFINED HEREIN) ONE SHARE OF COMMON
STOCK.
(II)
APPLICATION OF NEGATIVE DISCRETION.
THE
ADMINISTRATOR, IN ITS DISCRETION, MAY FURTHER REDUCE (BUT NOT INCREASE) THE
NUMBER OF RESTRICTED UNITS SUBJECT TO THE FINAL AWARD TO TAKE INTO ACCOUNT
REQUIRED DEPARTURES FROM THE COMPANY'S OPERATING BUDGET, CHANGES IN ACCOUNTING
PRINCIPLES, CURRENCY FLUCTUATIONS, ACQUISITIONS, DISPOSITIONS, MERGERS,
CONSOLIDATIONS OR OTHER CORPORATE TRANSACTIONS, AND OTHER FACTORS INFLUENCING
THE ACHIEVEMENT OF THE PERFORMANCE CRITERIA TO ENSURE THAT SUCH UNFORESEEN
EVENTS OR CHANGES IN CIRCUMSTANCES SINCE THE DATE OF GRANT DO NOT FRUSTRATE THE
PURPOSES AND INTENT OF THIS AWARD.
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 MONTH, DAY, YEAR (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