TeleNav 2014 Annual Report Download - page 137

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Exhibit 10.31#
(a) Base Salary
. During the Employment Term, the Company will pay Executive an annual salary of Three
Hundred fifty thousand dollars ($350,000.00) as compensation for Executive's services (the “Base Salary”).
The Base Salary will
be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required
withholdings. Executive's salary will be subject to review and adjustments will be made based upon the Company's normal
performance review practices.
(b) Target Bonus. Executive will be eligible to participate in any bonus plans or programs maintained from time to
time by the Company on such terms and conditions as determined by the Board or the Compensation Committee of the Board (the
“Committee”).
Any bonus, or any portion thereof, will be paid as soon as practicable after the Committee determines that the
bonus has been earned, but in no event shall the bonus be paid after the later of (i) the fifteenth (15
th
) day of the third (3rd) month
following the close of the Company's fiscal year in which the bonus is earned or (ii) March 15 following the calendar year in
which the bonus is earned.
(c) Equity Awards.
Executive will continue to be eligible to receive awards of stock options, restricted stock,
restricted stock units, stock appreciation rights, performance units and performance shares or other equity awards pursuant to any
plans or arrangements the Company may have in effect from time to time. The Board or the Committee will determine in its
discretion whether Executive will be granted any such equity awards and its terms in accordance with the terms of any applicable
plan or arrangement that may be in effect from time to time.
5. Employee Benefits.
Executive will continue to be entitled to participate in the employee benefit plans currently and
hereafter maintained by the Company of general applicability to other senior executives of the Company. The Company reserves
the right to cancel or change the benefit plans and programs it offers to its employees at any time.
6. Vacation
. Executive will continue to be entitled to paid vacation, in accordance with the Company's vacation policy for
senior executive officers, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties
hereto. Upon Executive's termination of employment, Executive will be entitled to receive Executive's accrued but unpaid
vacation through the date of Executive's termination.
7. Expenses.
The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by
Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, in accordance with the
Company's expense reimbursement policy as in effect from time to time.
8.
Severance.
(a)
Termination for other than Cause, Death or Disability Apart from a Chan ge of
Control . During the Employment Term, if earlier than two (2) months prior to a Change of Control or after twelve (12) months
following a Change of Control, the Company (or any parent or subsidiary or successor of the Company) terminates Executive's
employment other than for Cause, death or disability, then, subject to Section 9 below, Executive will receive the following
severance from the Company which will be paid on, or, in the case of installments, will commence on the fifth (5
th
) day after the
Release becomes effective and irrevocable:
(i) Severance Payment. Executive will receive: (A) a lump-sum
2