Chegg 2013 Annual Report Download - page 36

or consulting services with another company and is eligible for participation in any health insurance program
provided by such company. Additionally, Mr. Rosensweig will be entitled to immediate vesting of 25% of his
then-unvested stock options and, with respect to his outstanding stock option to purchase 1,000,000 shares of
common stock granted on February 4, 2010, he will be entitled to immediately vesting of the shares that would
have vested in the next 12 months. Mr. Rosensweig will also have a period of up to 24 months from the effective
date of his termination or resignation to exercise all vested options. These benefits are subject to Mr. Rosensweig
releasing us from all claims, resigning from our board of directors and returning all of our property to us.
Additionally, if Mr. Rosensweig is terminated without “cause” or he resigns from his employment with us
for “good reason” within 12 months following a “change of control” of our company, we will pay
Mr. Rosensweig a lump sum payment equal to his then current annual salary and his monthly insurance
premiums, until the earlier of 12 months following his termination or resignation or the date upon which he
commences full time employment or consulting services with another company and is eligible for participation in
any health insurance program provided by such company. Additionally, Mr. Rosensweig will be entitled to
immediate vesting of 100% of his then-unvested stock options. Mr. Rosensweig will have a period of up to 24
months from the effective date of his termination or resignation to exercise all vested options. These benefits are
subject to Mr. Rosensweig releasing us from all claims.
For purposes of this section, “cause” means a determination by our board of directors that employment is
terminated because of (i) a failure or refusal to comply in any material respect with lawful policies, standards or
regulations of our company within 30 days after written notice to of such violations and/or failure to comply;
(ii) a material violation of a federal or state law or regulation applicable to our business; (iii) a conviction or plea
of no contest to a felony or other crime of moral turpitude under the laws of the United States or any state;
(iv) fraud or material misappropriation of property belonging to us or our affiliates; (v) a material breach of the
terms of any confidentiality, invention assignment or proprietary information agreement with us or with a former
employer and failure to correct or cure such material breach within thirty days after written notice of such breach;
or (vi) material misconduct or gross negligence in connection with the performance of duties.
For purposes of this section, “good reason” occurs upon (i) removal from the position of Chief Executive
Officer or no longer reporting directly to our board of directors, (ii) any material change or reduction in duties as
Chief Executive Officer or assignment to duties inconsistent with such position, responsibilities, authority or
status, (iii) reduction of then-current annual base compensation (other than a similar reduction that applies to our
other senior executives), or (iv) relocation to a primary work location more than 50 miles from our principal
office in Santa Clara, California.
For purposes of this section, “change of control” means (i) a merger, reorganization, consolidation or other
acquisition (or series of related transactions of such nature) pursuant to which more than 50% of the voting
power of all of our equity would be transferred by the holders our outstanding shares (excluding a
reincorporation to effect a change in domicile); (ii) a sale of all or substantially all of our assets; or (iii) any other
transaction or series of transactions (other than capital raising transactions) in which our stockholders
immediately prior to such transaction or transactions own immediately after such transaction less than 50% of the
voting equity securities of the surviving corporation or its parent.
Andy Brown
We entered into an offer letter agreement with Mr. Brown, our Chief Financial Officer, on October 2, 2011.
The offer letter provides for at-will employment and has no specific term. Pursuant to Mr. Brown’s offer letter, in
the event we terminate Mr. Brown’s employment without “cause” or he resigns from his employment with us for
“good reason,” then we will pay Mr. Brown a lump sum payment equal to 12 months of his then-current annual
salary and his monthly insurance premiums, until the earlier of 12 months following his termination or
resignation or the date upon which he commences full-time employment or consulting services with another
company and is eligible for participation in any health insurance program provided by such company.
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