Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On October 29, 2018, the Compensation Committee of the Board of Directors
of Telenav, Inc. (the Company) approved the grant of
restricted stock units (the PSU Award) covering a target of 240,000 shares of the Companys common stock
(shares) to Dr. HP Jin, the Companys Chairman of the Board of Directors, President and Chief Executive Officer, effective as of that date. The PSU Award was granted under the terms and conditions of the Companys
2009 Equity Incentive Plan (the Plan) and a performance-based restricted stock unit award agreement thereunder.
The PSU Award is subject
to (a) four performance milestones, each requiring achievement of a specified trailing average closing share price on the Nasdaq Global Market for a 50 trading day period (Stock Price) on or before the
anniversary of the PSU Awards grant date (such period, the Performance Period), as well as (b) Dr. Jins continued service with the Company. Achieving each
individual Stock Price performance milestone will result in one quarter of the shares subject to the PSU Award becoming eligible to vest. If a Stock Price performance milestone is achieved, then one half of the shares that became eligible to vest
under the PSU Award upon achievement of that Stock Price performance milestone will vest on the later of November 1, 2019, or the date that the Compensation Committee of the Companys Board of Directors certifies achievement of the
milestone, and the remaining one half of the shares that became eligible to vest will vest on the one-year anniversary of the date the performance milestone was achieved, in each case subject to Dr. Jins continued service with the Company
through the applicable vesting date.
In the event that a change in control (within the meaning of the Plan) of the Company occurs during the Performance
Period, the Performance Period will be shortened, and final performance will be measured under the PSU Award based on the per share consideration to be received by the Companys common stockholders in connection with the change in control. A
number of shares subject to the PSU Award equal to (x) those shares that have become eligible to vest based on actual performance achievement before or in connection with the change in control (Vest-Eligible Shares) that have not
yet vested on or before the change in control, or (y) if no shares have become Vest-Eligible Shares, then 20% of the target shares subject to the PSU Award, will be scheduled to vest on the
anniversary of the change in control (or if applicable, the earlier, originally scheduled vesting date of the shares based on previous performance achievement and subject to any vesting acceleration provided in Dr. Jins employment
agreement with respect to an involuntary termination in connection with a change in control of the Company), subject to Dr. Jins continued service through the applicable vesting date.
The maximum number of shares subject to the PSU Award that may vest is one hundred percent (100%) of the PSU Awards target shares.