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
1
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