Chegg 2015 Annual Report Download - page 34

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30
TRANSACTIONS WITH RELATED PARTIES, FOUNDERS AND CONTROL PERSONS
Other than the compensation arrangements, including employment, termination of employment and change of control
arrangements and indemnification arrangements, discussed, when required, above in the section entitled “Executive
Compensation,” since January 1, 2015, we have not been a party to any transaction or series of similar transactions in which:
• we have been or are to be a participant;
• the amount involved exceeded or exceeds $120,000; and
• any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate
family member of or person sharing the household with any of these individuals, had or will have a direct or
indirect material interest.
Review, Approval or Ratification of Transactions with Related Parties
Our related-party transactions policy requires approval of transactions to which we are a party and in which an officer,
director, nominee for director, stockholder beneficially owning more than five percent of our outstanding capital stock or an
immediate family member of such person has a material interest. Any transaction that we intend to undertake with such
persons, irrespective of the amounts involved (unless such transaction is subject to standing pre-approval as provided under the
policy or pursuant to a resolution adopted by our compensation committee), will be submitted to our ethics counselor for his or
her determination of what approvals are required under the related-party transactions policy. The ethics counselor will refer to
the chair of our audit committee (or another member of our audit committee if the chair is a party to the transaction) any such
transaction for review. In the event our ethics counselor becomes aware of a transaction with a related person that has not been
previously approved or previously ratified under the related-party transactions policy that required such approval, it will be
submitted promptly to the chair or other member of our audit committee for review. Based on the conclusions reached, the chair
or other member of our audit committee will evaluate all options, including but not limited to ratification, amendment or
termination of the transaction with the related person.
In approving or rejecting the proposed transaction, the chair or other member of our audit committee will consider the
relevant and available facts and circumstances, including such facts as (i) the impact on a director’s independence in the event
the related person is a director, immediate family member of a director or an entity with which a director is affiliated; (ii) the
terms of the transaction; and (iii) any other relevant information and considerations with respect to the proposed transaction.
The chair or other member of our audit committee will approve only those transactions with related persons that, in light of
known circumstances, are in or are not inconsistent with, the best interests of our company and our stockholders, as such chair
or other member of our audit committee determines in the good faith exercise of his or her discretion.