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Severance Agreement And General Release

Release Agreement

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TELENAV, INC. | Telenav, Inc

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Governing Law: California     Date: 8/22/2016
Industry: Communications Services     Sector: Services

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Exhibit 10.35.1


March 18, 2016


This Severance Agreement and General Release (hereinafter referred to as "Agreement") is made and entered into by and between Rohan Chandran (hereinafter referred to as “Mr. Chandran"), and Telenav, Inc. (hereinafter referred to as "Company").

WHEREAS, Mr. Chandran and the Company are parties to a September 30, 2015 Amended and Restated Employment Agreement, pursuant to which Mr. Chandran agreed to enter into a release of any and all claims of Mr. Chandran arising out of Mr. Chandran’s employment with the Company and his termination;

WHEREAS, Mr. Chandran and the Company have agreed that Mr. Chandran’s employment shall end on March 18, 2016 (“Termination Date”). On the Termination Date employee shall be paid all earned wages, including any accrued but unused vacation.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, and to avoid unnecessary litigation, it is hereby agreed by and between the parties as follows:

1.    In consideration for this Agreement:


The Company will pay to Mr. Chandran the gross amount of $130,000, which is equivalent to six (6) months of his regular salary. The Company shall also pay to Mr. Chandran a lump-sum pro-rated bonus payment for fiscal year 2016 in the amount of $55,070. Such amounts shall be paid to Mr. Chandran, less regular payroll withholdings. Said monies shall be paid by check, mailed to “ Mr. Chandran” at his address last known to the Company or directly deposited into his account if preferred within 10 days after revocation period ends, provided that Mr. Chandran does not revoke this agreement as permitted below.

a.    The Company also will pay up to six (6) month(s) of COBRA contributions for the months of April, May, June, July, August and September of 2016 for Mr. Chandran and/or Mr. Chandran’s eligible dependents, provided that he elects COBRA coverage. Said monies shall be paid directly to the Company’s COBRA Provider – IGOE. Mr. Chandran will be responsible for electing COBRA coverage via COBRA paperwork that will be sent to Mr. Chandran’s address last known to the Company. Such COBRA contributions will discontinued earlier than six months if and when Mr. Chandran and/or Mr. Chandran’s eligible dependents becomes covered under similar plans.

b.    In addition, if eligible at the date of termination to purchase any options that have been granted, Mr. Chandran will have sixty (60) days to exercise options under the 1999 Plan and/or three (3) months if under the 2009 Plan or they will expire (please contact Stock Administration at It is Mr. Chandran’s responsibility to review his option information, make any decision to purchase or not and complete the transaction with the Company within the 60 days/3 month period. No reminders or notices with respect to




options will be provided by the Company. Please contact Stock Administration at or (408) 990-1436 with questions regarding options.

c.    Mr. Chandran agrees that the foregoing shall constitute an accord and satisfaction and a full and complete settlement of his claims, shall constitute the entire amount of monetary consideration provided to him under this Agreement, and that he will not seek any further compensation for any other claimed damage, costs, wages or attorneys' fees in connection with the matters encompassed in this Agreement.

d.    Mr. Chandran further agrees that he is not otherwise owed any of the amounts identified above, and that they are paid solely as consideration for this Agreement. Mr. Chandran also agrees that as of the date of his termination he has been paid all wages due and owing to him.

e.    Mr. Chandran acknowledges and agrees that the Company has made no representations to him/her regarding the tax consequences of any amounts received by him pursuant to this Agreement. Mr. Chandran agrees to pay federal or state taxes that are required by law to be paid with respect to this Agreement.


2.    This Agreement, all of its terms, and all of the obligations of the Company contained herein are expressly contingent upon the condition that Mr. Chandran does not exercise his right of revocation as described in subparagraph (g) of paragraph 6 below.

3.    Mr. Chandran represents that he will not file (or ask or allow anyone to file on his behalf), any charge, complaint, claim or lawsuit of any kind in connection with any claim released by this Agreement. This provision shall not apply, however, to any non-waivable charges or claims, including any that may be brought before any governmental agency. With respect to any such non-waivable claims, Mr. Chandran agrees to waive his right (if any) to any monetary or other recovery should any governmental agency or other third party pursue any claims on Mr. Chandran’s behalf, either individually, or as part of any collective action. Nothing herein shall preclude any claim Mr. Chandran may file alleging that the waiver of claims under the Age Discrimination in Employment Act of 1967 ("ADEA") was not knowing or voluntary. Nothing herein shall preclude any claim for indemnity under California Labor Code section 2802, although Mr. Chandran acknowledges and agrees that he has been fully reimbursed for all necessary business expenses.

4.    Mr. Chandran without limitation hereby irrevocably and unconditionally releases and forever discharges the Company, its officers, agents, directors, supervisors, employees, representatives, successors and assigns, and all persons acting by, through, under, or in concert with any of them from any and all charges, complaints, claims, causes of action, debts, demands, sums of money, controversies, agreements, promises, damages and liabilities of any kind or nature whatsoever, both at law and equity, known or unknown, suspected or unsuspected, anticipated or unanticipated (hereinafter referred to as "claim" or "claims"), arising from conduct occurring on or before the date of this Agreement, including without limitation any claims incidental to or arising out of Mr. Chandran’s employment with the Company or the termination thereof. It is expressly understood by Mr. Chandran that among the various rights and claims being waived in this release are those arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621.




et seq .), Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Equal Pay Act of 1963, the Americans With Disabilities Act, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (ADEA), the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Worker Adjustment and Retaining Act, or any other federal, state or local law or regulation. This provision is intended by the parties to be all encompassing and to act as a full and total release of any claim, whether specifically enumerated herein or not, that Mr. Chandran might have or has had, that exists or ever has existed on or to the date of this Agreement. In this regard, you hereby expressly waive any benefits of Section 1542 of the Civil Code, which states:




5.    The parties understand the word "claim" or "claims" to include without limitation all actions, claims and grievances, whether actual or potential, known or unknown, related, incidental to or arising out of Mr. Chandran’s employment with the Company and the termination thereof. All such claims, including related attorneys' fees and costs, are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort; any alleged unlawful act, any other claim or cause of action; and regardless of the forum in which it might be brought.

6.    Mr. Chandran understands and agrees that he:

a.    Has had the opportunity of a full twenty-one (21) days within which to consider this Agreement before signing it, and that if he has not availed himself of that full time period that he

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