TeleNav 2014 Annual Report Download - page 138

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Exhibit 10.31#
severance payment in an amount equal to twelve (12) months of Executive's Base Salary (as in effect immediately prior to
Executive's termination), and (B) a lump-sum pro-
rated amount of Executive's bonus for the year in which the termination occurs
(adjusted as appropriate based on the extent to which any applicable performance objectives have then been achieved and the
relative weightings thereof, each as determined in the sole and absolute discretion of the Board or Committee acting in good
faith).
(ii) Continued Employee Benefits. Executive will receive Company-
paid coverage for the cost of
continuation coverage for Executive and Executive's eligible dependents under the Company's Benefit Plans until the earlier of (i)
a period of twelve (12) months from the date of Executive's termination of employment with the Company, or (ii) the date upon
which Executive and/or Executive's eligible dependents becomes covered under similar plans.
(b) Termination for other than Cause, Death or Disability or Resignation for Good
Reason upon or within Two
Months Prior to, or Twelve Months Following, a Change of Control.
During the Employment Term, if upon or within two (2)
months prior to, or twelve (12) months following, a Change of Control, (i) the Company (or any parent or subsidiary or successor
of the Company) terminates Executive's employment other than for Cause, death or disability, or (ii) upon Executive's resignation
with the Company (or any parent or subsidiary or successor of the Company) for Good Reason, 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 severance payment in an amount equal to
twelve (12) months of Executive's Base Salary (as in effect immediately prior to Executive's termination), and (B) a lump-
sum
pro-
rated amount of Executive's bonus for the year in which the termination occurs (adjusted as appropriate based on the extent to
which any applicable performance objectives have then been achieved and the relative weightings thereof, each as determined in
the sole and absolute discretion of the Board or Committee acting in good faith).
(ii) Continued Employee Benefits. Executive will receive Company-
paid coverage for the cost of
continuation coverage for Executive and Executive's eligible dependents under the Company's Benefit Plans until the earlier of
(A) a period of twelve (12) months from the date of Executive's termination of employment with the Company, or (B) the date
upon which Executive and/or Executive's eligible dependents becomes covered under similar plans.
(iii) Accelerated Vesting. One hundred percent (100%) of Executive's outstanding equity awards will
immediately vest prior to Executive's termination and become exercisable. The equity awards will remain exercisable, to the
extent applicable, following the date of termination for the period prescribed in the stock or equity plan and award agreement.
(c) Termination for Cause, Death or Disability; Resignation without Good Reason
. If Executive's employment
with the Company (or any parent or subsidiary or successor of the Company) terminates voluntarily by Executive (except upon
resignation for Good Reason upon or within two (2) months prior to, or twelve (12) months following, a Change of Control), for
Cause by the Company or due to Executive's death or disability, then (i) all vesting will terminate immediately with respect to
Executive's outstanding equity awards, (ii) all payments of compensation by the Company to Executive hereunder will terminate
immediately (except as to amounts already earned), and (iii) Executive will only be eligible for severance benefits in accordance
with the Company's established policies, if any, as then in effect.
3