Chegg 2015 Annual Report Download - page 32

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28
provided by such company. Additionally, Mr. Brown will be entitled to immediate vesting of 50% of his then-unvested stock
options and 50% of his then-unvested RSUs. These benefits are subject to Mr. Brown releasing us from all claims and returning
all of our property to us.
Additionally, if Mr. Brown 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, Mr. Brown will be entitled to immediate vesting of
50% of his then-unvested stock options and 50% of his then-unvested RSUs. These benefits are subject to Mr. Brown 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 financial officer,
(ii) any material change or reduction in duties as chief financial 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.
Chuck Geiger
We entered into an offer letter agreement with Mr. Geiger, our Chief Technology Officer, on June 30, 2009. The offer
letter provides for at-will employment and has no specific term. Pursuant to Mr. Geiger’s offer letter, if Mr. Geiger is
terminated without cause or he is “constructively terminated” within 12 months following a “change of control” of our
company, Mr. Geiger will be entitled to immediate vesting of 50% of his then-unvested stock options. Additionally, if
Mr. Geiger is terminated without cause or he is “constructively terminated” within 12 months following a “change of control”
of our company, Mr. Geiger will be entitled to immediate vesting of 50% of his then-unvested RSUs.
For purposes of this section, a “constructive termination” occurs upon (i) a material change from his position as chief
technology officer, (ii) a reduction of then-current annual base compensation (other than a similar reduction that applies to our
other senior executives), or (iii) 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.