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ChromaDex Corp. – ‘10-Q’ for 6/30/18 – ‘EX-10.4’

On:  Thursday, 8/9/18, at 4:01pm ET   ·   For:  6/30/18   ·   Accession #:  1654954-18-8737   ·   File #:  1-37752

Previous ‘10-Q’:  ‘10-Q’ on 5/10/18 for 3/31/18   ·   Next:  ‘10-Q’ on 11/7/18 for 9/30/18   ·   Latest:  ‘10-Q’ on 11/8/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/09/18  ChromaDex Corp.                   10-Q        6/30/18   51:4.1M                                   Blueprint/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    564K 
 2: EX-10.4     Material Contracts                                  HTML     26K 
 3: EX-31.1     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     21K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 4: EX-31.2     Certification Pursuant to Rule 13A-14(A)/15D-14(A)  HTML     21K 
                Certifications Section 302 of the Sarbanes-Oxly                  
                Act of 2002                                                      
 5: EX-32.1     Certificate Pursuant to Section 18 U.S.C. Pursuant  HTML     17K 
                to Section 906 of the Sarbanes-Oxley Act of 2002                 
12: R1          Document and Entity Information                     HTML     41K 
13: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML     99K 
14: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     33K 
                (Parenthetical)                                                  
15: R4          Condensed Consolidated Statements of Operations     HTML     77K 
                (Unaudited)                                                      
16: R5          Condensed Consolidated Statement of Stockholders'   HTML     60K 
                Equity (Unaudited) (Usd $)                                       
17: R6          Condensed Consolidated Statements of Cash Flows     HTML    118K 
                (Unaudited)                                                      
18: R7          Interim Financial Statements                        HTML     21K 
19: R8          Nature of Business and Liquidity                    HTML     21K 
20: R9          Significant Accounting Policies                     HTML     29K 
21: R10         Earnings Per Share Applicable to Common             HTML     29K 
                Stockholders                                                     
22: R11         Line of Credit                                      HTML     20K 
23: R12         Related Party Transactions                          HTML     26K 
24: R13         Inventories                                         HTML     22K 
25: R14         Contract Assets and Contract Liabilities            HTML     31K 
26: R15         Employee Share-Based Compensation                   HTML     38K 
27: R16         Business Segments                                   HTML    140K 
28: R17         Commitments and Contingencies                       HTML     36K 
29: R18         Significant Accounting Policies (Policies)          HTML     33K 
30: R19         Earnings Per Share Applicable to Common             HTML     30K 
                Stockholders (Tables)                                            
31: R20         Related Party Transactions (Tables)                 HTML     26K 
32: R21         Inventories (Tables)                                HTML     24K 
33: R22         Contract Assets and Contract Liabilities (Tables)   HTML     31K 
34: R23         Employee Share-Based Compensation (Tables)          HTML     34K 
35: R24         Business Segments (Tables)                          HTML    145K 
36: R25         Nature of Business and Liquidity (Details           HTML     23K 
                Narrative)                                                       
37: R26         Earnings Per Share Applicable to Common             HTML     33K 
                Stockholders (Details)                                           
38: R27         Line of Credit (Details Narrative)                  HTML     23K 
39: R28         Related Party Transactions (Details)                HTML     26K 
40: R29         Inventories (Details)                               HTML     34K 
41: R30         Contract Assets and Contract Liabilities (Details)  HTML     56K 
42: R31         Employee Share-Based Compensation (Details)         HTML     78K 
43: R32         Employee Share-Based Compensation (Details 1)       HTML     28K 
44: R33         Employee Share-Based Compensation (Details          HTML     28K 
                Narrative)                                                       
45: R34         Business Segments (Details)                         HTML     67K 
46: R35         Business Segments (Details 1)                       HTML     54K 
47: R36         Business Segments (Details 2)                       HTML     37K 
48: R37         Commitments and Contingencies (Details Narrative)   HTML     20K 
50: XML         IDEA XML File -- Filing Summary                      XML     86K 
49: EXCEL       IDEA Workbook of Financial Reports                  XLSX     47K 
 6: EX-101.INS  XBRL Instance -- cdxc-20180630                       XML   1.33M 
 8: EX-101.CAL  XBRL Calculations -- cdxc-20180630_cal               XML    118K 
 9: EX-101.DEF  XBRL Definitions -- cdxc-20180630_def                XML    167K 
10: EX-101.LAB  XBRL Labels -- cdxc-20180630_lab                     XML    552K 
11: EX-101.PRE  XBRL Presentations -- cdxc-20180630_pre              XML    411K 
 7: EX-101.SCH  XBRL Schema -- cdxc-20180630                         XSD    104K 
51: ZIP         XBRL Zipped Folder -- 0001654954-18-008737-xbrl      Zip     78K

‘EX-10.4’   —   Material Contracts

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C:   C: 
  Exhibit 10.4  
 
Exhibit 10.4
 
ChromaDex Corporation
Amended and Restated Non-Employee Director Compensation Policy
Adopted: November 8, 2016
Amended and Restated: November 16, 2016
Amended and Restated: April 6, 2017
Amended and Restated: June 22, 2018
Effective Date: July 3, 2016
 
 
Each member of the Board of Directors (the “Board”) who is a member as of November 8, 2016 or thereafter and who is not also serving as an employee of ChromaDex Corporation (“ChromaDex”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Amended and Restated Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.
 
The Director Compensation Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
 
Annual Cash Compensation
 
Effective July 3, 2016, the annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears in the week following the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board (“Committee”) at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments thereafter. All annual cash retainer fees are vested upon payment.
 
1. 
Annual Board Service Retainer:
a.            
Eligible Directors other than the Chairman or Lead Independent Director: $40,000
b.            
Chairman or Lead Independent Director: $70,000
 
2.            
Annual Committee Chair Service Retainer:
a.            
Chairman of the Audit Committee: $20,000
b.            
Chairman of the Compensation Committee: $15,000
c.            
Chairman of the Nominating & Corporate Governance Committee: $10,000
 
3.            
Annual Committee Member Service Retainer:
a.            
Non-Chairman Member of the Audit Committee: $10,000
b.            
Non-Chairman Member of the Compensation Committee: $7,500
c.            
Non-Chairman Member of the Nominating & Corporate Governance Committee: $5,000
 
Equity Compensation
 
The equity compensation set forth below will be granted under ChromaDex’s 2017 Equity Incentive Plan (the “Plan”), and will be documented on the applicable form of equity award agreement most recently approved for use by the Board (or a duly authorized committee thereof) for Eligible Directors. All stock options granted under the Director Compensation Policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan).
 
 
 
 
1.            
Initial Option Grant: Unless otherwise determined by the Board, on the date of the Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director automatically will be granted, without further action by the Board or Compensation Committee of the Board, a stock option to purchase 40,000 shares of Common Stock (subject to Section [9(a)] of the Plan relating to Capitalization Adjustments (as defined in the Plan) after the adoption date of the Director Compensation Policy) (the “Initial Option Grant”). The Initial Option Grant will vest in a series of three substantially equal annual installments after the date of grant, such that the Initial Option Grant will be fully vested on the third anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on each applicable vesting date.
 
2.            
Annual Option Grant: Unless otherwise determined by the Board, on the date of each ChromaDex annual stockholder meeting, each Eligible Director automatically, and without further action by the Board or Compensation Committee of the Board, will be granted a stock option to purchase 20,000 shares of Common Stock (subject to Section [9(a)] of the Plan relating to Capitalization Adjustments after the adoption date of the Director Compensation Policy) (the “Annual Option Grant”). The Annual Option Grant will become fully vested on the first anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) on that vesting date. For fiscal year 2016, the Annual Option Grant will be granted on November 16, 2016 to each Eligible Director that has provided Continuous Service (as defined in the Plan) since July 3, 2016.
 
Expenses
 
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and/or Committee meetings; provided, that Eligible Directors timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/9/188-K
For Period end:6/30/18
6/22/184,  8-K,  DEF 14A
4/6/174
11/16/164
11/8/168-K,  CT ORDER
7/3/16
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/06/24  ChromaDex Corp.                   10-K       12/31/23   95:9.1M                                   Workiva Inc Wde… FA01/FA
 3/08/23  ChromaDex Corp.                   10-K       12/31/22   93:9.2M                                   Workiva Inc Wde… FA01/FA
 3/14/22  ChromaDex Corp.                   10-K       12/31/21   91:9.9M                                   Workiva Inc Wde… FA01/FA
 3/12/21  ChromaDex Corp.                   10-K       12/31/20   98:7.7M                                   Blueprint/FA
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Filing Submission 0001654954-18-008737   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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