Exhibit 10.17
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 AND 7, EACH RESTRICTED
UNIT REPRESENTS THE RIGHT TO RECEIVE FROM THE COMPANY ON THE APPLICABLE VESTING
DATE (AS DEFINED HEREIN) ONE SHARE OF COMMON STOCK.
3.
VESTING OF RESTRICTED UNITS.
A.
GENERALLY.
EXCEPT AS PROVIDED IN SECTIONS 3(C) AND 3(D), THE
RESTRICTED UNITS 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 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 UNTIL ANY GIVEN VESTING
DATE, ANY OF THE RESTRICTED UNITS THAT HAVE NOT YET BECOME NONFORFEITABLE SHALL
BE FORFEITED IMMEDIATELY UPON THE TERMINATION OF YOUR CONTINUOUS STATUS.
B.
FORFEITURE UPON CESSATION OF SERVICE.
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 LEAVE
OF ABSENCE APPROVED BY THE COMPANY OR DUE TO A TRANSFER BETWEEN LOCATIONS OF THE
COMPANY OR 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.
1
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, THE DISTRIBUTION OF SHARES OF
COMMON STOCK UNDERLYING THE RESTRICTED UNITS OR THE SUBSTITUTION OF EQUIVALENT
AWARDS OF THE SURVIVING OR SUCCESSOR ENTITY OR