Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On January 3, 2023, the Board of Directors (the "Board") of ChromaDex
Corporation ("ChromaDex" or the "Company") appointed Brianna Gerber as Chief
Financial Officer of the Company, effective as of January 1, 2023.
As previously announced, Ms. Gerber has served as SVP, Finance / Interim Chief
Financial Officer since August 11, 2022. Biographical and other information
related to Ms. Gerber's appointment was included in ChromaDex's Current Report
on Form 8-K filed with the Securities and Exchange Commission on August 10, 2022
announcing her appointment as Interim Chief Financial Officer, and is
incorporated by reference herein.
In connection with her appointment as Chief Financial Officer, the Company
entered into an employment agreement with Ms. Gerber (the "Employment
Agreement"), which provides for the following compensation for Ms. Gerber,
contingent upon and, unless otherwise noted below, effective upon her
appointment as Chief Financial Officer: (i) an annual base salary of $325,000,
(ii) a discretionary target annual bonus opportunity of 50% of Ms. Gerber's
annual base salary, based on the achievement of certain performance goals to be
determined by the Board, (iii) a target annual long-term incentive opportunity
of 70% of Ms. Gerber's annual base salary, as adjusted by Black Scholes
calculation, as determined by the Board, and (iv) eligibility to participate in
Company benefit plans on the same basis as other senior executive officers of
the Company generally. In connection with Ms. Gerber's termination of employment
without "cause" or resignation from employment for "good reason" (in each case
as defined in the Employment Agreement), the Employment Agreement provides that
Ms. Gerber will be entitled to the following termination-related payments and
benefits: (i) 12 months' base salary continuation, (ii) pro-rata bonus for the
year of Ms. Gerber's termination of employment, based on actual performance
("Pro Rata Bonus"), (iii) payment of Ms. Gerber's monthly health insurance
premium under COBRA, to the extent in excess of active employee rates, for the
12-month period immediately following the termination of Ms. Gerber's employment
(or, if earlier, the date that Ms. Gerber becomes eligible to participate in a
group health insurance plan of a subsequent employer or the date that Ms. Gerber
ceases to be eligible for COBRA continuation coverage), and (iv) (x)(A) if such
termination of employment occurs at any time other than within 18 months
immediately following a "corporate transaction" (as defined in the Company's
Amended 2017 Equity Incentive Plan), accelerated vesting of Ms. Gerber's
outstanding service-based vesting equity incentive awards that would have become
vested within the 12-month period following the termination of Ms. Gerber's
employment, or (B) if such termination of employment occurs within 18 months
immediately following a corporate transaction, accelerated vesting of all of Ms.
Gerber's outstanding equity incentive awards, and (y) an additional two years
post-termination of employment to exercise outstanding options and/or stock
appreciation rights to the extent exercisable (if any) (provided that such
period will not extend beyond the original stated term of such options and/or
stock appreciation rights). The Employment Agreement further provides that, in
connection with Ms. Gerber's termination of employment due to her death or
"disability" (as defined in the Employment Agreement), Ms. Gerber will be
entitled to the Pro Rata Bonus. In each case (other than in the event of Ms.
Gerber's termination of employment due to her death), Ms. Gerber's receipt of
termination-related payments and/or benefits is subject to Ms. Gerber timely
executing and not revoking a release of claims in a form acceptable to the
Company.
ChromaDex has entered into an indemnification agreement with Ms. Gerber on
substantially the same terms as its standard indemnification agreement for
directors and executive officers, previously filed as Exhibit 10.1 to
ChromaDex's Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 16, 2016.
The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete
Employment Agreement, a copy of which is attached hereto as Exhibit 10.1, and is
incorporated herein by reference.
On January 5, 2023, ChromaDex issued a press release announcing the hiring of
Ms. Gerber. A copy of the press release is attached as Exhibit 99.1 hereto.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Executive Employment Agreement, dated January 1, 2023, by and between Brianna
10.1 Gerber and the Registrant
99.1 Press Release dated January 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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