TeleNav 2013 Annual Report Download - page 92

Table of Contents
indemnification is unlimited. We have a directors and officers insurance policy that limits our potential exposure. We believe that any financial
exposure related to these indemnification agreements is not material.
8. Stockholders’ equity
Undesignated preferred stock
We are authorized to issue 50,000,000 shares of undesignated preferred stock, par value $0.001 per share. The undesignated preferred stock
may be issued from time to time at the discretion of our board of directors. As of June 30, 2013 and 2012 , no shares of undesignated preferred stock
were issued or outstanding.
Common stock
We are authorized to issue 600,000,000 shares of $0.001 par value stock. The holders of each share of common stock have the right to one
vote.
Stock repurchase program
On November 15, 2010, October 27, 2011, October 23, 2012 and March 18, 2013, our Board of Directors authorized repurchase programs for
the repurchase of up to $20.0 million , $20.0 million , $20.0 million and $10.0 million , respectively, of our shares of common stock through open
market purchases.
Under the November 15, 2010 program, which we completed in the quarter ended September 30, 2011, we utilized $20.0 million of cash to
repurchase 2,037,743 shares of our common stock at an average purchase price of $9.79 per share. Under the October 27, 2011 program, which we
completed in the quarter ended December 31, 2012, we utilized $8.8 million of cash to repurchase 1,293,755 shares of our common stock at an
average purchase price of $6.82 per share. Under the October 23, 2012 program, which we completed in the quarter ended March 31, 2013, we
utilized $20.0 million of cash to repurchase 2,625,415 shares of our common stock at an average purchase price of $7.62 per share.
Under the current repurchase program, which expires in March 2014, we utilized $2.1 million of cash to repurchase 405,926 shares of our
common stock at an average purchase price of $5.18 per share during fiscal 2013. As of June 30, 2013, the remaining authorized amount of stock
repurchases that may be made under this repurchase program was $7.9 million .
The repurchased shares are retired and designated as authorized but unissued shares. The timing and amount of repurchase transactions under
our stock repurchase programs depends on market conditions and other considerations. We use the par value method of accounting for our stock
repurchases. Under the par value method, common stock is first charged with the par value of the shares involved. The excess of the cost of shares
acquired over the par value is allocated to additional paid-in capital, or APIC, based on an estimated average sales price per issued share with the
excess amounts charged to retained earnings. As a result of our stock repurchases during fiscal 2013, we reduced common stock and APIC by an
aggregate of $11.8 million and charged $14.5 million to retained earnings. As a result of our stock repurchases during fiscal 2012, we reduced
common stock and APIC by an aggregate of $4.6 million and charged $8.0 million to retained earnings. As a result of our stock repurchases during
fiscal 2011, we reduced common stock and APIC by an aggregate of $3.4 million and charged $8.7 million to retained earnings.
Stock option plans
Under our 1999 Stock Option Plan, or 1999 Plan, 2002 Executive Stock Option Plan, or 2002 Plan, 2009 Equity Incentive Plan, or 2009 Plan,
and 2011 Stock Option and Grant Plan, or 2011 Plan, eligible employees, directors, and consultants are able to participate in our future performance
through awards of nonqualified stock options, incentive stock options and restricted stock units, or RSUs, through the receipt of such awards as
authorized by our board of directors. Incentive stock options may be granted only to employees to purchase our common stock at prices equal to or
greater than the fair market value on the date of grant. Nonqualified stock options to purchase our common stock may be granted at prices not less
than 85% of the fair market value on the date of grant. Options generally vest over a four -year period beginning from the date of grant and generally
expire 10 years from the date of grant. RSUs generally vest annually over a four -year period beginning from the date of grant. Prior to our IPO, we
granted options outside of our stock option plans with terms substantially similar to the terms of options granted under our plans.
As of June 30, 2013 , we had reserved 6,024,711 shares of common stock for issuance under the 2009 Plan and 2011 Plan. On the first day of
each fiscal year, the number of shares available and reserved for issuance under the 2009 Plan will be
F-19