Chegg 2015 Annual Report Download - page 121

Table of Contents
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We are authorized to issue 400.0 million shares of common stock, with a par value per share of $0.001. As
of December 31, 2015, we have reserved the following shares of common stock for future
December 31, 2015
Warrants to purchase common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000
Outstanding stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,415,492
Outstanding RSUs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,322,611
Shares available for grant under the stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,111,562
Shares available for issuance under employee stock purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,897,408
Total common shares reserved for future issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,947,073
Stock
2005 Stock Incentive
On August 22, 2005, the Board of Directors and our stockholders approved the 2005 Stock Incentive Plan (the 2005
Plan). Under the 2005 Plan, the Company issued shares of common stock and options to purchase stock to employees, directors
and consultants. Awards granted under the 2005 Plan were either incentive stock options, non-qualified stock options or RSUs
to officers, employees, directors, consultants and other key persons. Incentive stock options were only granted to employees
with exercise prices of no less than the fair market value of the common stock on the date of grant, and non-qualified stock
options were granted to employees, and consultants at exercise prices of not less than 85% of the fair market value of the
common stock on the grant date, as determined by the Board of Directors, provided however, that (i) the exercise price of an
incentive stock option and non-qualified stock (option was not less than 100% and 85% of the deemed fair value of the
common stock on the grant date, respectively, and (ii) the exercise price of an incentive stock option or non-qualified stock
option granted to a 10% stockholder was not less than 110% of the fair market value of a common stock on the date of grant.
Options granted under the 2005 Plan generally expire no later than ten years and in general vest over four years from the date
of grant. However, an incentive stock option granted to a 10% stockholder may have only a maximum term of five years from
the date of grant. The Board of Directors determined that no further grants of awards under the 2005 Plan would be made
effective as of November 10,
Designated IPO Equity Incentive Pr
On February 15, 2012, the Board of Directors approved the Designated IPO Equity Incentive Program, or the IPO
Equity Incentive Program. The purpose of the IPO Equity Incentive Program was to provide incentives to certain individuals
who provided services to the Company or any Company subsidiary to (i) incentivize and motivate them, including in the event
of our IPO, and (ii) continue in the employment of the Company through and after the closing of our IPO. In connection with
our IPO, on November 12, 2013, we granted 931,791options and 472,644 RSUs under the IPO Equity Incentive Program at the
IPO price of our common stock under the 2005 Stock Incentive Plan. No further grants of awards may be made under the IPO
Equity Incentive
2013 Equity Incentive
On June 6, 2013, the Board of Directors adopted our 2013 Equity Incentive Plan (the 2013 Plan), which was
subsequently approved by our stockholders on August 29, 2013. The 2013 Plan became effective on November 11, 2013 and
replaced the 2005 Plan. On the effective date of the 2013 Plan, 12,000,000 shares of our common stock were reserved for
issuance, plus an additional 3,838,985 shares reserved but not issued or subject to outstanding awards under our 2005 Plan on
the effective date of the 2013 Plan, plus, on and after the effective date of the 2013 Plan, (i) shares that are subject to
outstanding awards under the 2005 Plan which cease to be subject to such awards, (ii) shares issued under the 2005 Plan that
are forfeited or repurchased at their original issue price and (iii) shares subject to awards under the 2005 Plan that are used to
pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award. As
of December 31, 2015 there were 8,111,562 available for grant under the 2013 Plan. The 2013 Plan permits the granting of
incentive stock options, non-qualified stock options, RSUs, stock appreciation rights, restricted shares of common stock and
performance share awards. The exercise price of stock options may not be less than the 100% of the fair market value of the
common stock on the date of grant. Options granted pursuant to the 2013 Plan generally expire no later