Exhibit 10.19
NAVTEQ CORPORATION
AMENDED & RESTATED 2001 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
1.
NOTICE OF AWARD.
"First_Name" "Last_Name"
"Address_1"
"Address_2"
"Address_3"
"City", "State" "Zip"
"Country"
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") a target award of "Target__RSUs"
restricted stock units (subject to adjustment below, the "Restricted Units"),
effective as of "Date_of_Grant" (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 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, 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.
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 "VESTING_COMMENCEMENT_DATE", (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 GIVEN VESTING DATE, ALL OF THE