E xhibit 10.17
NAVTEQ
CORPORATION
AMENDED & RESTATED 2001
STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
1. Notice of
Award .
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.
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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 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 Plan and this Agreement.
Accounts shall be maintained by the Administrator. Restricted
Units shall be credited to the Account as of the Date of Grant and
debited from the Account to reflect adjustments described in
Section 11 of the Plan, forfeitures described in Section 2(b) or
2(c) and settlements described in Section 6 or 7. Dividends
or other distributions paid with respect to the Shares underlying
the Restricted Units shall be credited to the Account in the form
of additional Restricted Units (subject to the same terms and
conditions as the Restricted Units giving rise to the crediting of
such dividends or distributions) based on the Fair Market Value at
that time.
5. Rights as
Stockholder . You shall not have voting or any other
rights as a stockholder of the Company with respect to the
Restricted Units.
6. Delivery of
Shares . As soon as practicable following the date
Restricted Units credited to your Account become nonforfeitable in
accordance with Section 2 (the “ Delivery Date
”), and subject to your satisfaction of any withholding
obligations, you shall receive stock certificates (the
“Certificates”) evidencing the conversion of those
Restricted Units into Shares. The Certificates shall be
issued to you as of the Delivery Date and registered in your
name.
7. Cash
Settlements . Notwithstanding anything herein to the
contrary, whenever Shares would otherwise be distributable in
respect of Restricted Units, the Administrator, in its sole
discretion, may settle all or any portion of those Restricted Units
in cash equal to the Fair Market Value of the Shares that would
otherwise have been distributable.
8. Deferral
Election . The Administrator, at such times and in such
manner as may be determined by the Administrator in its sole
discretion, may allow you to defer delivery of the Shares that
would otherwise be due by virtue of the satisfaction of the vesting
requirements set forth in Section 2.
9. Withholding of
Taxes . The Company shall have the right to deduct from
any payment of any kind (including salary or bonus) otherwise due
to you, an amount equal to any federal, state or local taxes of any
kind required by law to be withheld in connection with the award,
deferral or settlement of the Restricted Units or other securities
pursuant to this Agreement. The Company shall also have the
right to withhold Shares otherwise deliverable upon vesting of the
Restricted Units to satisfy, in whole or in part, the amount the
Company is required to withhold for taxes in connection with this
Award (based on the Fair Market Value of such Shares as of the date
of such withholding).
10. Conformity with Plan
. The Restricted Units are intended to conform in all
respects with, and are subject to all applicable provisions of, the
Plan (which is incorporated herein by reference).
Inconsistencies between this Agreement and the Plan shall be
resolved by the Administrator in its discretion. By executing
and returning the enclosed copy of this Agreement, you acknowledge
your receipt of this Agreement and the Plan and agree to be bound
by all of the terms of this Agreement and the Plan.
11. NO GUARANTEE OF EMPLOYMENT . GRANTEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED UNITS
PURSUANT TO THE VESTING PROVISIONS SET FORTH HEREIN IS EARNED ONLY
BY CONTINUING SERVICE AS AN EMPLOYEE,
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CONSULTANT OR DIRECTOR, IN
EACH CASE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED RESTRICTED UNITS OR RECEIVING SHARES
HEREUNDER). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
PROVISIONS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT
TO TERMINATE GRANTEE’S SERVICE AT ANY TIME, WITH OR WITHOUT
CAUSE.
12. Amendment or Substitution of
Restricted Units . The terms of the Restricted Units may
be amended from time to time by the Administrator in its discretion
in any manner that it deems appropriate; provided that ,
except as otherwise provided in Section 11 of the Plan or as
required to ensure compliance with Applicable Laws, no such
amendment shall adversely affect in a material manner any of your
rights under the award without your written consent.
13. Unfunded Status of Plan
. The Plan is an unfunded arrangement. Any amounts
payable in cash under the Plan and this Agreement will be paid
fr
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