TELENAV, INC. (NASDAQ:TNAV) Files An 8-K Entry into a Material Definitive Agreement
Item 5.02. Material Agreements

On October 30, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Telenav, Inc. (the “Company”) approved certain increases in the annual retainer payments for its nonemployee directors as part of its director compensation policy. The policy offers a total compensation package that the Committee believes is commensurate with other similarly-situated public companies and aligns director and shareholder interests.

Effective November 16, 2017, each nonemployee director is eligible to receive the following cash compensation:

In addition, the Committee approved the following changes to Sections 12(d) and (e) of the Company’s 2009 Equity Incentive Plan, as amended (the “Plan”):

(d) Initial Award. Each person who first becomes an Outside Director on or after October 30, 2017 automatically will be granted an Award of Restricted Stock Units covering 40,000 Shares (the “Initial Award”) as of the date on which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director, but who remains a Director, will not receive an Initial Award.

(e)Annual Award. On the date of the 2017annual meeting of the stockholders of the Company (the “2017 Annual Meeting”) and on each date of the annual meeting of the stockholders of the Company thereafter, each Outside Director automatically will be granted an Award of Restricted Stock Units covering that number of Shares determined as the quotient of (i)$100,000, divided by (ii)the average of the closing sale prices of a Share on each of the thirty (30), trailing, trading days ending as of the trading day immediately prior to the date of grant of the applicable Award (such average, the “Average Stock Price”), with such quotient rounded down to the nearest whole Share (“Regular Annual Award”), subject to the terms and conditions of the Plan. For purposes of this Section12, any closing sale price of a Share shall be determined in accordance with Section2(q)(i). In the event that an Outside Director is appointed to the Board of Directors other than at an annual meeting of stockholders of the Company, such Outside Director will be automatically granted an Award of Restricted Stock Units covering that number of Shares of Common Stock equal to (x)the quotient of (A)$100,000, divided by (B)the Average Stock Price with respect to that Award, with such quotient rounded down to the nearest whole Share, multiplied by (y)a fraction equal to (A)the number of days from the date of such person’s appointment until the anniversary of the most recent annual meeting of stockholders of the Company divided by (B)365 (such award, a “Prorated Annual Award” and collectively, with the Regular Annual Awards, the “Annual Awards”), subject to the terms and conditions of the Plan. Notwithstanding the foregoing under this Section12(e) and for the avoidance of doubt, any Regular Annual Awards and Prorated Annual Awards shall be subject to the Share limits set forth in Section6(b) above.

Section 12(f)(ii) of the 2009 Equity Incentive Plan was amended as follows:

(ii)Subject to Section15, the Regular Annual Award will be scheduled to vest in full (and upon vesting, be settled to the issuance of Shares) on November 10th of the year following the date the Regular Annual Award is granted, provided that the Participant continues to serve as a Director through such date. Subject to Section15, the Prorated Annual Award will be scheduled to vest in full (and upon vesting, be settled to the issuance of Shares) on November 10th of the year following the date the Prorated Annual Award is granted, provided that the Participant continues to serve as a Director through such date.

The 2009 Equity Incentive Plan, as amended, is attached as Exhibit 10.4.4 to this Form 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information provided in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.02Financial Statements and Exhibits.

(d)Exhibits

Telenav, Inc. Exhibit
EX-10.4.4 2 tnav1103178-kex1044.htm EXHIBIT 10.4.4 Exhibit TELENAV,…
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About TELENAV, INC. (NASDAQ:TNAV)

TeleNav, Inc. (Telenav) is a provider of location-based platform services. The Company’s services consist of its automotive and mobile navigation platform and its advertising delivery platform. The Company operates through three segments: automotive, advertising and mobile navigation. The automotive segment provides its map and navigation platform to auto manufacturers and original equipment manufacturers (OEMs) for distribution with their vehicles. The advertising segment provides interactive mobile advertisements on behalf of its advertising clients to consumers based on the location of the user and other targeting capabilities. The mobile navigation segment provides its map and navigation platform to end users through mobile devices. The Company’s auto and mobile navigation platform allows it to deliver location-based services to auto manufacturers, developers and end users through various distribution channels, including wireless carriers.