TeleNav 2014 Annual Report Download - page 143

Exhibit 10.31#
Code of 1986, as amended.
(e) Good Reason. For purposes of this Agreement, “Good Reason”
means Executive's resignation within thirty
(30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the
following, without Executive's express written consent:
(i) the assignment to Executive of any duties, the reduction of Executive's duties or tl1e removal of
Executive from his or her position and responsibilities, either of which must result in a material diminution of Executive's
authority, duties, or responsibilities with the Company in effect immediately prior to such assignment, unless Executive is
provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and
status);
(ii) A material reduction in Executive’
s Base Salary, unless the Company also similarly reduces the base
salaries of all other similarly situated employees of the Company (and, if applicable, its successor) (for these purposes, a reduction
of Executive's Base Salary by 10% or more will he considered material, provided that a reduction of less than 10% may still be
material based on the facts and circumstances relating to the reduction);
(iii) a material change in the geographic location of Executive's primary work facility or location;
provided, however, that a relocation of less than thirty five (35) miles from Executive's then present location will not be
considered a material change in geographic location; or
(iv) the failure of the Company to obtain assumption of this Agreement by any successor, which shall be
deemed a material breach by the Company of this Agreement.
Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions
constituting the grounds for “Good Reason” within ninety (90) days of the initial existence of the grounds for “Good Reason”
and
a reasonable cure period of not less than thirty (30) days following the date of such notice.
(f) Section 409A Limit . For purposes of this Agreement, “Section 409A Limit” will mean two (2) times the
lesser of: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Executive's
taxable year preceding the Executive's taxable year of his or her separation from service as determined under Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A)(l) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum
amount that may be taken into account under a qualified plan pursuant to Section 40 I (a)(17) of the Internal Revenue Code for the
year in which Executive's separation from service occurred.
12. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal
representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company
will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor”
means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly
or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive
any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive's right to compensation
or other benefits will be null and void.
13. Notice. All notices, requests, demands and other communications called for hereunder
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