TeleNav 2014 Annual Report Download - page 142

Exhibit 10.31#
agreement or covenant with the Company; or
(vi) Executive's continued failure to perform Executive's employment duties after Executive has received a
written demand of performance from the Company which specifically sets forth the factual basis for the Company's belief that
Executive has not substantially performed his or her duties and has failed to cure such non-
performance to the Company's
satisfaction within ten (I 0) business days after receiving such notice.
(c) Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence of any of
the following events:
(i) the acquisition by any one person, or more than one person acting as a group (for these purposes,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company), (“Person”)
that becomes the owner, directly or
indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the
Company's then outstanding securities; provided, however, that for purposes of this subsection (i), the acquisition of additional
securities by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the securities of
the Company shall not be considered a Change of Control;
(ii) a change in the ownership of a substantial portion of the Company's assets which occurs on the date
that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by
such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent
(50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions;
provided, however, that for purposes of this Section II (c)(ii) the following shall not constitute a change in the ownership of a
substantial portion of the Company's assets: (I)
a transfer to an entity that is controlled by the Company's shareholders
immediately after the transfer; or (2) a transfer of assets by the Company to: (A) a shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to the Company's securities; (B)
an entity, fifty percent (50%) or more of
the total value or voting power of which is owned, directly or indirectly, by the Company; (C) a Person, that owns, directly or
indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (D) an
entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person
described in subsection (C). For purposes of this Section 11(c)(ii), gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets; or
(iii) a change in the composition of the Board occurring within a twelve (12) month period, as a result of
which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”
will mean directors who either (A)
are directors of the Company as of the Effective Date, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include
an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of
directors to the Company).
Notwithstanding the foregoing, a transaction shall not constitute a Change of Control unless the transaction
qualifies as a “change in control event” within the meaning of Section 409A.
(d) Code. For purposes of this Agreement, “Code” means the Internal Revenue
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