FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered
into as of this 21th day of August 2008, by and between CHROMADEX INC., a California
corporation (“Employer”), and XXXXX X XXXXXX, XX., an individual (“Employee”).
R E C I T A L S
A. On April 14, 2008, Employer and Employee entered into an Employment Agreement which
provides for the employment by Employer of Employee (the “Original Employment Agreement”).
B. Employer and Employee now desire to amend the Employment Agreement in certain respects
only, on the terms of this Amendment.
A G R E E M E N T
In consideration of the foregoing recitals and of the mutual covenants and conditions
contained herein, the parties, intending to be legally bound, agree to amend the Employment
Agreement as follows:
1. The following paragraph is added to the Employment Agreement as Section 8(i) to the
Employment Agreement:
(i) Application of Section 409A — Notwithstanding anything to the
contrary in this Agreement, solely to the extent that such delay is required in
order to avoid the imposition of an excise tax under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), if Employee is a “specified
employee” for purposes of Section 409A(a)(2)(B) of the Code, any payments to be made
pursuant to this Agreement that are considered to be non-qualified deferred
compensation distributable in connection with the Employee’s separation from service
with Employer for purposes of Section 409A of the Code, and which otherwise would
have been payable at any time during the six-month period immediately following
Employee’s separation from service with Employer, shall not be paid prior to, and
shall instead be payable in a lump sum within ten (10) business days following the
end of such six-month period. The parties agree that in the event the Internal
Revenue Service issues additional guidance to the effect that any of the payments
provided for in this Agreement would not be in compliance with Section 409A of the
Code, the parties will negotiate in good faith to address such guidance so that such
payments are compliant with Section 409A of the Code to the extent reasonably
practicable.
2. This Amendment along with the Employment Agreement constitute the sole and entire
agreements of the parties relating to the subject matter contained therein. To the extent there is
any inconsistency between this Amendment and the Employment Agreement, the provisions of this
Amendment shall be controlling.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth
above.
| “EMPLOYER”: | “EMPLOYEE”: | |||
| CHROMADEX, INC., a California corporation |
||||
By:
|
/s/ Xxxxxxx Xxxxx | /s/ Xxxxx X Xxxxxx, Xx. | ||
| Its: | Director/Chair of Compensation Committee |
XXXXX X XXXXXX, XX. | ||
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