Exhibit 10.18
TELENAV, INC.
FIRST YEAR EXECUTIVE EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into by and between
Dariusz Paczuski (“Executive”) and TeleNav, Inc. (the
“Company”), effective as of July 19, 2010 ,
(the “Effective Date”).
1. Duties and Scope of
Employment .
(a) Position and Duties .
Executive will continue to serve as the Company’s Vice
President of Marketing. Executive will continue to 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 the circumstances of Executive’s
termination of employment with the Company.
3. Term of Agreement. This
Agreement will have a term of one (1) year from the Effective
Date, unless terminated earlier under this Agreement’s
provisions. 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. 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 .
(a) Base Salary . During the
Employment Term, the Company will pay Executive an annual salary of
Two Hundred Twenty Five Thousand Dollars and No Cents ($225,000.00)
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 (15 th ) day of the third (3
rd ) 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:
(i) Severance Payment .
Executive will receive: (A) a lump-sum severance payment in an
amount equal to three (3) 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 three (3) 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:
(i) Severance Payment .
Executive will receive: (A) a lump-sum severance payment in an
amount equal to six (6) 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 six (6) months 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 six (6) 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 .
Fifty percent (50%) 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.
(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 (60 th ) 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 (60 th ) day following Executive’s
separation from service and the remaining payments shall be made as
provided in this Agreement.
(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-1(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-1(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 contempl
