TeleNav 2014 Annual Report Download - page 141

Exhibit 10.31#
constituting “parachute payments”
is necessary so that no portion of such severance benefits is subject to the excise tax under
Section 4999 of the Code, the reduction shall occur in the following order: (1)
reduction of the severance payments under Sections
8(a)(i) or 8(b)(i); (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the
event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in
the reverse order of the date of grant of Executive's equity awards.
Unless the Company and Executive otherwise agree in writing, any determination required under this Section 10
will be made in writing by an independent firm immediately prior to Change of Control (the “Firm”),
whose determination will be
conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by
this Section 10, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and
Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a
determination under this Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any
calculations contemplated by this Section 10.
11. Definition of Terms . The following terms referred to in this Agreement will have the following meanings:
(a) Benefit Plans . For purposes of this Agreement, “Benefit Plans”
means plans, policies or arrangements that the
Company sponsors (or participates in) and that immediately prior to Executive's termination of employment provide Executive
and/or Executive's eligible dependents with medical, dental, and/or vision benefits. Benefit Plans do not include any other type of
benefit (including, but not by way of limitation, disability, life insurance or retirement benefits). A requirement that the Company
provide Executive and Executive's eligible dependents with coverage under the Benefit Plans will not be satisfied unless the
coverage is no less favorable than that provided to senior executives of the Company at any applicable time during the period
Executive is entitled to receive severance pursuant to Section 8(a) or 8(b). The Company may, at its option, satisfy any
requirement that the Company provide coverage under any Benefit Plan by (i) reimbursing Executive's premiums under Title X of
the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”)
after Executive has properly elected continuation
coverage under COBRA (in which case Executive will be solely responsible for electing such coverage for Executive's eligible
dependents), or (ii) providing coverage under a separate plan or plans providing coverage that is no less favorable.
(b) Cause . For purposes of this Agreement, “Cause” is defined as:
(i) any material act of personal dishonesty made by Executive m connection with Executive's
responsibilities as an employee;
(ii) Executive's conviction of, or plea of nolo contendere
to, a felony or any crime involving fraud,
embezzlement or any other act of moral turpitude;
(iii) Executive's gross misconduct;
(iv) Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the
Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive's relationship with
the Company;
(v) Executive's willful breach of any obligations under any written
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