CHROMADEX CORPORATION AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT 10.2
CHROMADEX CORPORATION
AMENDMENT TO
This
Amendment to Executive Employment Agreement (this
“Amendment”),
amending that certain Executive Employment Agreement dated March
12, 2017 (the “Employment
Agreement”), by and between ChromaDex Corporation, a
Delaware corporation (the “Company”), and
Xxxxxx Xxxxx (the “Executive”),
is entered into as of December 20, 2017 by and among the Company
and the Executive. Capitalized terms used herein which are not
defined herein shall have the definition ascribed to them in the
Employment Agreement.
RECITALS
Whereas, the
Company and the Executive have previously entered into the
Employment Agreement; and
Whereas, the
Company and the Executive desire to amend the Employment Agreement
as set forth herein.
AGREEMENT
Now,
Therefore, in consideration of the foregoing and the
promises and covenants contained herein and in the Employment
Agreement, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
1. Section
2.3.2 of the Employment Agreement. Section 2.3.2 of the Employment Agreement is
hereby amended and restated in its entirety to read as
follows:
“2.3.2
Intentionally
Omitted.”
2. Section
2.3.3 of the Employment Agreement. Section 2.3.3 of the Employment Agreement is
hereby amended and restated in its entirety to read as
follows:
“2.3.3
Accelerated Vesting
of Equity. Upon the
occurrence of any of (a) a Change of Control (as defined in the
Plan), (b) Executive’s death, (c) Executive’s
Disability (as defined below), (d) termination by the Company of
the Executive’s employment without Cause or (e) resignation
by the Executive of his employment for Good Reason, and subject in
each case to the Executive’s Continuous Service as an
employee or consultant of the Company or any of its subsidiaries
through such event, all of the unvested Options granted pursuant to
Section 2.3.1 will vest immediately.”
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3. Section
2.3.4 of the Employment Agreement. Section 2.3.4 of the Employment Agreement is
hereby amended and restated in its entirety to read as
follows:
“2.3.4
Performance
Stock. Subject to
requisite stockholder approval, the Executive will be granted up to
500,000 fully-vested shares of restricted common stock of the
Company, upon the achievement of and subject to the performance
goals detailed on Exhibit A, subject to Executive’s Continuous Service
as an employee or consultant of the Company or any of its
subsidiaries on such grant dates (such shares, the
“Performance
Stock”). Notwithstanding
the foregoing, upon the occurrence of a Change in Control (as
defined in the Company’s 2017 Equity Incentive Plan), and
subject to Executive’s Continuous Service as an employee or
consultant of the Company through such Change in Control,
immediately prior to such Change in Control, Executive shall be
granted the shares of Performance Stock that Executive has not
already been granted as of the date of such Change in
Control.”
4. Effect
of Amendment. Except as
expressly modified by this Amendment, the Employment Agreement
shall remain unmodified and in full force and
effect.
5. Choice
of Law. This Amendment shall be
construed and interpreted in accordance with the internal laws of
the State of California without regard to its conflict of laws
principles.
6. Counterparts.
This Amendment may be executed in two counterparts, each of which
shall be deemed an original, all of which together shall contribute
one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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In Witness
Whereof, the parties have executed this Amendment to
Executive Employment Agreement as
of the date first written above.
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COMPANY:
ChromaDex Corporation
By:
/s/ Xxxxx X. Xxxxxx
Xx.
Xxxxx X. Xxxxxx Xx.Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
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