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TMCNet:  MAVENIR SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers

[March 25, 2014]

MAVENIR SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Payments to Named Executive Officers under the Executive Bonus Plan for Fiscal 2013 In May 2013, the Board of Directors (the "Board") of Mavenir Systems, Inc. (the "Company"), on the recommendation of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), approved the performance objectives for fiscal 2013 under the Executive Bonus Plan (the "2013 EBP").


Pursuant to the 2013 EBP, each eligible employee, including certain of the Company's named executive officers, has a target cash bonus amount (expressed as a percentage of base salary) that becomes payable upon the achievement of certain corporate performance metrics and individual performance objectives.

Payouts under the 2013 EBP were determined by reference to the achievement of corporate financial performance objectives related to the Company's revenue and operating income (loss). The revenue objective represented 50% of each named executive officer's target payout, and the operating income (loss) objective represented 30% of each named executive officer's target payout. An additional 20% payout was related to the achievement of officer-specific management by objective (MBO) goals, 75% of which related to achievement of quarterly revenue targets and 25% of which related to officer-specific goals.

On March 19, 2014, the Board, based on the recommendations of the Compensation Committee, reviewed the Company's fiscal 2013 performance with respect to the performance objectives under the 2013 EBP. The Board approved certain adjustments to the calculation of the operating income (loss) performance objective for certain expenses related to the Company's initial public offering, based on the recommendations of the Audit Committee and the Compensation Committee. The Board determined that (i) the Company had exceeded the performance objective target for revenue, (ii) the Company had achieved the threshold level for partial payout for operating income (loss) after taking into account the adjustments noted above, and (iii) each of Mr. Kohli and Mr. Hungle had achieved his MBO goals. Each performance objective was measured independently of the other objectives.

Based on the Company's performance in fiscal 2013 and the individual contributions of each of the Company's named executive officers set forth below, the Board awarded such named executive officers cash bonuses under the 2013 EBP in the amounts shown in the table below.

Name Position Bonus Amount Pardeep Kohli President and Chief Executive Officer $ 214,776 Terry Hungle Chief Financial Officer $ 127,170 -------------------------------------------------------------------------------- Equity Grants to Named Executive Officers On March 19, 2014, the Board, based on the recommendation of the Compensation Committee, approved the grants of stock options (the "Equity Grants") to certain executive officers of the Company. The Equity Grants for the named executive officers are as follows: Number of Shares Subject to Stock Options Approved on Exercise Price Per Name March 19, 2014 Share Pardeep Kohli President and Chief Executive Officer 125,000 $ 18.09 Terry Hungle Chief Financial Officer 65,000 $ 18.09 Bahram Jalalizadeh Executive Vice President of Global Sales and Business Development 65,000 $ 18.09 The shares subject to the Equity Grants listed in the table above began vesting on March 19, 2014 and will expire on March 18, 2024. 1/48th of the shares subject to each Equity Grant shall become vested and exercisable on each monthly anniversary of the date of the Equity Grant, subject to the named executive officer's continuous status as a service provider. Each such Equity Grant was granted under the Company's Amended and Restated 2013 Equity Incentive Plan.

2014 Base Salary Adjustments and Executive Bonus Plan Compensation Targets for Fiscal 2014 On March 19, 2014, the Board, based on the recommendation of the Compensation Committee, approved annual base salary increases and Executive Bonus Plan compensation targets for fiscal 2014 for our named executive officers, effective April 1, 2014, as set forth in the chart below. In making these adjustments, the Board and the Compensation Committee considered certain subjective factors related to our compensation philosophy and objectives, the peer group benchmarking analysis performed by our compensation consultant, internal compensation parity, as well as the contributions expected from, and the responsibilities of each named executive officer. The following table sets forth information regarding the base salary approved for 2014 along with the compensation target for each named executive officer for 2014 under the Executive Bonus Plan.

Executive Bonus Plan Compensation Name Base Salary for 2014 Target for 2014 Pardeep Kohli President and Chief Executive Officer $ 400,000 $ 280,000 Terry Hungle Chief Financial Officer $ 300,000 $ 150,000 Bahram Jalalizadeh Executive Vice President of Global Sales and Business Development $ 275,000 - (1) (1) Mr. Jalalizadeh participates in the Company's Sales Commission Plan and is therefore not eligible to participate in the Executive Bonus Plan.

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