TNAV EX 10.31 6.30.2014 10K


Exhibit 10.31#




TELENAV, INC.


Vincent G. Uttley EMPLOYMENT AGREEMENT


This Employment Agreement (the “Agreement”) is made and entered into by and between
Vincent G. Uttley (“Executive”) and Telenav, Inc.  (the “Company”), effective  as of April 11, 2014 (the “Effective Date”).


		
	1.
	Duties and Scope of Employment.




(a)       Position and Duties.  Executive will serve as the Company's Senior Vice President of Engineering.  Executive will render such business and  professional  services in the  performance  of  Executive's duties,  consistent  with  Executive's position  within the Company,  as will reasonably  be assigned to him  by the Company's Board of Directors (the “Board”).  The Board or CEO may modify Executive's job title and duties as it deems necessary and appropriate in light of the Company's needs and interests from time to time.   The period of Executive's employment under this Agreement is referred to herein as the “Employment Term.”


(b)       Obligations.       During   the   Employment    Term,   Executive   will   perform Executive's duties faithfully and to the best of Executive's ability and will devote Executive's full business efforts and time to the Company.   For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity  for any direct or indirect remuneration without the prior approval of the Board.


2.         At-Will Employment.     The parties agree that Executive's employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice.  Executive understands and agrees that neither Executive's job performance nor promotions, commendations,  bonuses or the like from the Company give rise to or in any way serve as the basis for modification,  amendment, or extension, by implication or otherwise, of Executive's employment with  the  Company.    However,  as  described  in  this  Agreement,  Executive  may  be  entitled  to severance benefits depending  on tl1e circumstances  of Executive's termination  of employment  with the Company.


3.         Term of Agreement.  This Agreement will have an initial term of three (3) years from the Effective Date, unless terminated   earlier under this Agreement's provisions.    On  the  third anniversary  of the Effective  Date, this Agreement  will automatically  renew for additional  one (1) year terms  unless either party  provides the other party  with written  notice of non-renewal  at least sixty (60) days prior to the date of automatic renewal, provided that Employee shall be entitled to the benefits of Section 8(a) of this Agreement for a period of one year from the expiration of this agreement so long as he continues his employment with the Company.   Notwithstanding  the foregoing provisions of this paragraph,  in the event of a Change of Control,  the term of this Agreement  will automatically extend  through  the  eighteen-month  anniversary  of  such  Change  of  Control.  Additionally,  on the eighteen-month anniversary of such Change of Control and each annual anniversary thereafter, this Agreement  will automatically  renew for additional  one (1) year terms unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to such anniversary.


If Executive  becomes entitled  to severance  benefits  pursuant to Section  8 hereof,  this Agreement will not terminate until all of the obligations under this Agreement have been satisfied.


4.     Compensation.

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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 (15th) 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 Change 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 (5th) day after the Release becomes effective and irrevocable:


(i)      Severance   Payment.      Executive   will   receive:   (A)   a   lump-sum 

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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 (5th) 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.

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Exhibit 10.31#






(d)       Exclusive Remedy.  In the event of a termination of Executive's employment with the Company (or any parent or subsidiary or successor of the Company), the provisions of this Section 8 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive  or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement.  Executive will be entitled to no severance or other benefits upon termination of  employment  with respect  to acceleration  of  award  vesting  or  severance  pay  other  than those benefits expressly set forth in this Section 8.


9.     Conditions to Receipt of Severance; No Duty to Mitigate.


(a)        Separation Agreement  and Release of Claims.   The receipt of any severance pursuant  to Section 8(a) or (b) will be subject to Executive  signing  and not revoking a separation agreement  and release of claims in a form reasonably  satisfactory to the Company (the “Release”) and  provided  that  such  Release  becomes  effective  and  irrevocable  no later  than  sixty  (60)  days following  the termination  date (such  deadline,  the “Release  Deadline”).    If the Release  does not become  effective  and  irrevocable  by  the  Release  Deadline,  Executive  will  forfeit  any  rights  to severance or benefits under this Agreement.  In no event will severance payments or benefits be paid or provided until the Release becomes effective and irrevocable.


(b)       Non-Solicitation.       The   receipt   of   any   severance   benefits   pursuant   to Section 8(a) or (b) will be subject to Executive not violating the provisions  of Section 16.  In the event  Executive  breaches  the provisions  of Section  16, all continuing  payments  and  benefits  to which Executive  may otherwise be entitled pursuant to Section 8(a) or (b) will immediately  cease and the Company  will be entitled to any other rights and remedies and may take any other action legally permissible as a result of breaching the provisions of Section 16.


(c)       Confidential Information Agreement.  Executive's receipt of any payments or benefits under Section 8 will be subject to Executive continuing to comply with the terms of the Confidential Information Agreement (as defined in Section 15).


(d)     Section 409A.


(i)     Notwithstanding   anything  to   the  contrary   in  this  Agreement,   no severance  pay or benefits to be paid or provided  to Executive,  if any, pursuant to this Agreement that,  when  considered  together  with  any  other  severance  payments  or  separation  benefits,  are considered  deferred  compensation  under  Code  Section  409A,  and  the  final  regulations  and  any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A.     Similarly,  no  severance  payable  to  Executive,  if  any,  pursuant  to  this  Agreement  that otherwise  would  be exempt  from Section 409A  pursuant  to Treasury  Regulation  Section 1.409A-1(b)(9)  will  be  payable  until  Executive  has  a  “separation  from  service”  within  the  meaning  of Section 409A.


(ii)      Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive's separation from service, or, if later, such time as required  by Section  9(d)(iii).   Except as required by Section  9(d)(iii),  any installment payments  that would  have  been  made  to  Executive  during  the  sixty  (60)  day  period  immediately  following Executive's separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive's  separation from service and the remaining payments shall be made as provided in this Agreement.

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Exhibit 10.31#






(iii)      Notwithstanding   anything   to  the   contrary   in  this  Agreement,   if Executive  is a “specified employee” within the meaning of Section 409A at the time of Executive's termination (other than due to death), then the Deferred Payments that are payable within the first six (6) months following Executive's separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive's separation  from service.  All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.  Notwithstanding anything herein to the contrary, if Executive dies following Executive's separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred Payments will be payable in accordance with the payment schedule  applicable  to each  payment  or  benefit.    Each  payment  and  benefit  payable  under  this Agreement  is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2)  of the Treasury Regulations.


(iv)      Any amount paid under this Agreement that satisfies the requirements of the “short-term  deferral” rule set forth in Section 1.409A-l(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of clause (i) above.


(v)      Any  amount  paid  under this  Agreement  that qualifies  as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(9)(iii) of the Treasury  Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments for purposes of clause (i) above.


(vi)      The    foregoing    provisions    are    intended    to    comply    with    the requirements  of Section 409A so that none of the severance payments  and benefits to be provided hereunder  will  be subject to the additional tax imposed  under Section 409A, and any ambiguities herein will be interpreted to so comply.  The Company and Executive agree to work together in good faith  to  consider  amendments  to this  Agreement  and  to take  such  reasonable  actions  which  are necessary, appropriate  or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.


(e)       No Duty to Mitigate.  Executive will not be required to mitigate the amount of any payment  contemplated  by this Agreement,  nor  will any earnings  that Executive  may  receive from any other source reduce any such payment.


10.       Limitation on Payments.   In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 2800 of the Code and (ii) but for this Section 10, would  be subject to the excise tax imposed by Section 4999 of the Code, then Executive's severance benefits will be either:


(a)     delivered in full, or


(b)       delivered  as to such lesser  extent which  would result in no portion of such severance benefits  being subject to the excise tax under Section 4999 of the Code,


whichever  of  the  foregoing  amounts,  taking  into  account  the  applicable  federal,  state  and  local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance  benefits may be taxable  under Section 4999 of the Code.   If a reduction  in the severance  and other benefits  

5




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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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 (I0) 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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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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Exhibit 10.31#




will  be in writing  and  will  be deemed  given  (i) on  the  date  of  delivery  if delivered personally,  (ii) one (1) day after being sent by a well-established commercial  overnight  service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing. 
If to the Company:


Telenav, Inc.
950 De Guigne Drive
Sunnyvale, CA 94085
Attn: General Counsel


If to Executive:


at the last residential address known by the Company.


14.     Arbitration.


(a)       Arbitration.   In consideration of Executive's employment  with the Company, its   promise   to   arbitrate   all   employment-related    disputes,   and   Executive's   receipt   of   the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive  agrees that any and all controversies,  claims, or disputes with anyone (including the Company  and any employee, officer,  director, shareholder  or benefit plan of the Company  in their  capacity  as  such  or  otherwise)  arising  out  of,  relating  to,  or  resulting  from  Executive's employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure  Section 1280  through  1294.2,  including  Section  1281.8  (the “Act'), and  pursuant  to California   law.     The  Federal   Arbitration   Act   shall   also   apply   with  full  force   and  effect, notwithstanding the application of procedural rules set forth under the Act.


(b)       Dispute Resolution.   Disputes that Executive  agrees to arbitrate,  and thereby agrees to waive any right to a trial by jury, include any statutory claims under local, state, or federal law, including,  but  not  limited  to,  claims  under  Title  VII  of the  Civil  Rights  Act of  1964,  the Americans  with Disabilities Act of 1990, the Age Discrimination  in Employment  Act of 1967, the Older  Workers  Benefit  Protection  Act,  the  Sarbanes  Oxley  Act,  the  Worker  Adjustment  and Retraining  Notification  Act,  the  California  Fair  Employment  and  Housing  Act,  the  Family  and Medical  Leave  Act,  the  California  Family  Rights  Act,  the  California  Labor  Code,  claims  of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.


(c)       Procedure.   Executive agrees that any arbitration will be administered by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”).  The arbitrator shall have the power to decide any motions brought   by any   party   to the   arbitration,   including   motions   for   summary   judgment   and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing.    The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award attorneys' fees and costs to the prevailing party, except as prohibited by law.  The Company will pay for any administrative or hearing fees charged by the administrator  or  JAMS,  and  all arbitrator's fees,  except  that  Executive  shall pay  any filing  fees associated  with  any  arbitration  that  Executive  initiates,  but  only  

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Exhibit 10.31#




so  much  of  the  filing  fee  as Executive  would have instead paid had Executive  filed a complaint  in a court of law.   Executive agrees that the arbitrator shall administer and conduct any arbitration in accordance with California Jaw, including the California Code of Civil Procedure and the California Evidence Code, and that the arbitrator  shall  apply  substantive  and  procedural  California  law  to any dispute  or claim,  without reference to the rules of conflict of law.  To the extent that the JAMS Rules conflict with California law, California  law shall take precedence.   The decision of the arbitrator  shall be in writing.   Any arbitration under this Agreement shall be conducted in Santa Clara County, California.


(d)       Remedy.     Except  as  provided   by  the  Act,  arbitration  shall  be  the  sole, exclusive,  and final  remedy  for any dispute  between  Executive  and the Company.   Accordingly, except  as  provided  by the  Act  and this  Agreement,  neither  Executive  nor the Company  will  be permitted  to pursue court action regarding claims that are subject to arbitration.   Notwithstanding, the arbitrator  will  not have  the authority  to disregard  or  refuse  to  enforce  any  lawful  Company policy,  and the arbitrator  will not order or require the Company  to adopt a policy  not otherwise required by law which the Company has not adopted.


(e)      Administrative  Relief.    Executive  is not prohibited  from pursuing  an administrative  claim with a local, state, or federal administrative  body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment  Opportunity Commission, the National  Labor Relations  Board, or the Workers'  Compensation  Board.   However, Executive  may not pursue court action regarding any such claim, except as permitted by law.


(f)        Voluntary  Nature  of Agreement.    Executive  acknowledges  and  agrees  that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company  or anyone else.  Executive further acknowledges  and agrees that Executive  has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE  IS WAIVING  EXECUTIVE'S  RIGHT  TO  A  JURY  TRIAL.    Finally,  Executive agrees  that  Executive  has  been  provided  an  opportunity  to  seek  the  advice  of  an  attorney  of Executive's choice before signing this Agreement.


15.       Confidential Information.  Executive agrees to continue to be bound by the Telenav, Inc. Proprietary  Information Agreement (the “Confidential  Information Agreement”) entered into by and between Executive and the Company dated April 11, 20 14.


16.       Non-Solicitation.    Until the date one (1) year after the termination of Executive's employment with the Company for any reason, Executive agrees not, either directly or indirectly, to solicit, induce, attempt to solicit, recruit, or encourage any employee of the Company (or any parent or subsidiary of the Company) to leave his or her employment either for Executive or for any other entity or person.   Executive represents that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is fully aware of his or her obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants. 


17.     Miscellaneous Provisions.


(a)       Amendment.  No provision of this Agreement will be modified, waived or discharged  unless  the  modification,  waiver  or  discharge  is  agreed  to  in  writing  and  signed  by Executive and by an authorized officer of the Company (other than Executive) that is expressly designated as an amendment to this Agreement.

10




Exhibit 10.31#






(b)       Waiver.   No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.


(c)       Headings.   All captions and section headings  used in this Agreement are for convenient reference only and do not form a part of this Agreement.


(d)       Entire   Agreement.       This   Agreement,   together   with   the   Confidential Information Agreement  represents the entire agreement and understanding  between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral.  With respect to equity awards granted on or after the date of this Agreement, the acceleration of vesting provisions provided herein will apply to such equity awards except to the extent otherwise explicitly  provided  in the applicable award agreement.   This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.


(e)     Governing Law.  This Agreement will be governed by the laws of the State of
California (with the exception of its conflict of law provisions).


(f)        Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement  will not affect the validity or enforceability  of any other provision hereof, which will remain in full force and effect.


(g)       Withholding.   All payments made pursuant to this Agreement  will be subject to all applicable withholdings, including all applicable income and employment taxes, as determined in the Company's reasonable judgment.


(h)       Acknowledgment.  Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.


(i)       Counterparts.   This Agreement may be executed in counterparts, and each counterpart  will  have  the  same  force  and effect  as  an  original  and  will constitute  an  effective, binding agreement on the part of each of the undersigned.








[Signature Page Follows]









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Exhibit 10.31#




IN WITNESS WHEREOF, each of the parties has executed this Agreement,  in the case of the Company by its duly authorized officer, as of the day and year set forth below.




COMPANY                              TELENAV, INC.


By: /s/ Loren Hillberg______________________________


Title: General Counsel




Date: 4/11/2014




EXECUTIVE                    Vincent G. Uttley
                        
By: /s/ Vincent Uttley________________________


Date: 4/11/2014



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