Chegg 2014 Annual Report Download - page 29

Download and view the complete annual report

Please find page 29 of the 2014 Chegg annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 133

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133

26
(6) On the grant date, 153,079 shares subject to the option were vested and immediately exercisable. Over the first 12-month
period following the grant date, a total of 101,712 shares subject to the option will vest in equal monthly installments. Over
the second 12-month period following the grant date, a total of 32,388 subject to the option will vest in equal monthly
installments. Over the third 12-month period following the grant date, a total of 27,228 shares subject to the option will
vest in equal monthly installments. The vesting is subject to acceleration as described in“-Termination or Change in
Control Arrangements” below.
(7) 33% of the option vests on November 12, 2014 and 1/24th vests monthly thereafter, subject to acceleration as described in
“-Termination or Change in Control Arrangements” below.
(8) Over the first 12-month period following the grant date, a total of 49,116 shares subject to the restricted stock units, or
RSUs, will vest in equal monthly installments. Over the second 12-month period following the grant date, a total of 15,636
shares subject to the RSUs will vest in equal monthly installments. Over the third 12-month period following the grant
date, a total of 13,188 shares subject to the RSUs will vest in equal monthly installments. The vesting is subject to
acceleration as described in“-Termination or Change in Control Arrangements” below.
(9) Upon the achievement by December 31, 2014 of company performance metrics measurements approved by the
Compensation Committee of the Board of Directors, the RSUs allocated (if any) to each performance metric shall vest as
to 1/3 no later than March 15, 2015; 1/3 on the one year anniversary of the determined vesting date; and 1/3 on the two
year anniversary of the determined vesting date, subject to the Reporting Person's continued service up to and through the
applicable vesting dates.
(10) 33% of the shares will vest annually. Vest base date February 26, 2014. The vesting is subject to acceleration as described
in“-Termination or Change in Control Arrangements” below.
(11) 25% of the option vested on October 3, 2012 and 1/48th vests monthly thereafter, subject to acceleration as described in “-
Termination or Change in Control Arrangements” below.
(12) On the grant date, 32,152 shares subject to the option were vested and immediately exercisable. Over the first 12-month
period following the grant date, a total of 28,788 shares subject to the option will vest in equal monthly installments. Over
the second 12-month period following the grant date, a total of 14,856 shares subject to the option will vest in equal
monthly installments. Over the third 12-month period following the grant date, a total of 1,292 shares subject to the option
will vest in equal monthly installments. The vesting is subject to acceleration as described in“-Termination or Change in
Control Arrangements” below.
(13) Over the first 12-month period following the grant date, a total of 13,068 shares subject to the RSUs will vest in equal
monthly installments. Over the second 12-month period following the grant date, a total of 6,744 shares subject to the
RSUs will vest in equal monthly installments. Over the third 12-month period following the grant date, a total of 575
shares subject to the RSUs will vest in equal monthly installments. The vesting is subject to acceleration as described in“-
Termination or Change in Control Arrangements” below.
(14)On the grant date, 67,892 shares subject to the option were vested and immediately exercisable. Over the first 12-month
period following the grant date, a total of 2,568 shares subject to the option will vest in equal monthly installments. Over
the second 12-month period following the grant date, a total of 2,568 shares subject to the option will vest in equal
monthly installments. Over the third 12-month period, a total of 2,563 shares subject to the option will vest in equal
monthly installments. The vesting is subject to acceleration as described in“-Termination or Change in Control
Arrangements” below.
(15) Over the first 12-month period following the grant date, a total of 1,992 shares subject to the RSUs will vest in equal
monthly installments. Over the second 12-month period following the grant date, a total of 2,016 shares subject to the
RSUs will vest in equal monthly installments. Over the third 12-month period following the grant date, a total of 2,015
shares subject to the RSUs will vest in equal monthly installments. The vesting subject to acceleration as described in“-
Termination or Change in Control Arrangements” below.
Termination and Change of Control Arrangements
Pursuant to the offer letters we entered into with Messrs. Rosensweig, Brown and Geiger, we have agreed to make
certain payments upon their termination or resignation, or a change in control of our company.
Dan Rosensweig
We entered into an offer letter agreement with Mr. Rosensweig, our President and Chief Executive Officer, on
December 3, 2009. The offer letter provides for at-will employment and has no specific term. Pursuant to Mr. Rosensweig’s
offer letter, in the event we terminate Mr. Rosensweig’s employment without “cause” or he resigns from his employment with
us for “good reason,” then we will pay Mr. Rosensweig 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. Additionally, Mr. Rosensweig will be entitled to immediate vesting