Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.



(b)

As previously described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2019, on January 9, 2020, Jenny Brandemuehl, the Chief People Officer of Chegg, Inc. (the "Company"), notified the Company that she will retire from the Company on January 15, 2020. On January 13, 2020, the Company entered into a Consultancy Services Agreement to be effective as of January 15, 2020, where Ms. Brandemeuhl shall serve as a consultant providing advisory and transition services to the Company's senior executive team until March 1, 2020. As compensation for these services, (a) the Company shall pay Mr. Brandemuehl's COBRA premiums until March 1, 2020 and (b) Ms. Brandemuehl's current unvested equity holdings shall continue to vest in accordance with their existing terms and conditions for so long as she provides services to the Company.

(e)

The information set forth in Item 5.02(b) of this Current Report on Form 8-K is incorporated by reference into this Item 5.02(e).

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits
  Exhibit No.                               Description
     99.01          Consultancy Service Agreement, dated January 13, 2019
                  Cover Page Interactive Data File (embedded within the Inline
      104         XBRL document)

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