Blueprint





 







Exhibit 10.3

 



ChromaDex Corporation

 



Restricted Stock Award Grant Notice

 



(Second Amended and Restated 2007 Equity Incentive Plan)

 


ChromaDex
Corporation (the “Company”),
pursuant to its Second Amended and Restated 2007 Equity Incentive
Plan (as amended from
time-to-time, the “Plan”), hereby
awards to Participant a restricted stock award covering the number
of shares of the Company’s Common Stock set forth below. The
Company acknowledges the receipt from Participant of consideration
with respect to the par value of the shares of the Company’s
Common Stock in the form of cash, past or future services rendered
to the Company by Participant or such other form of consideration
as is acceptable to the Board. The restricted stock award and the
shares of Common Stock awarded hereunder are subject to all of the
terms, conditions and restrictions as set forth herein, in the
Restricted Stock Award Agreement and the Plan, all of which are
attached hereto and incorporated herein in their entirety.
Capitalized terms not explicitly
defined herein but defined in the Plan or the Restricted Stock
Award Agreement will have the same definitions as in the Plan or
the Restricted Stock Award Agreement, as applicable. If there is
any conflict between the terms herein and the Plan, the terms of
the Plan will control.

 

Participant:                                            
Robert
Fried                                                    



 

Date
of  Grant:              
           
            
____________________________________

 

Vesting
Commencement Date:            
   ____________________________________

 

Number of Shares
Subject to Award:     
____________________________________                                   

 

 



Vesting Schedule: 

The Unvested Shares
subject to this Award will vest and become Vested Shares in
accordance with the vesting schedule below (each such vesting date
specified below, a “Vesting
Date”):






 


Subject
to the Participant’s Continuous Service through the
applicable vesting date, 1/3rd of the shares of
Common Stock subject to this Award will vest and become Vested
Shares on each of the first three anniversaries following the
Vesting Commencement Date.


 


Except
as provided in the paragraph immediately below, in the event
Participant’s Continuous Service terminates for any reason,
all Unvested Shares as of the date of such termination of
Continuous Service shall immediately and automatically be forfeited
and returned to the Company without any payment of consideration
therefor and without any required action by or notice to
Participant.


 


Notwithstanding the
foregoing, upon the occurrence of (i) a Change of Control, (ii)
Participant’s death, (iii) Participant’s Disability (as
defined in the Employment Agreement), (iv) termination by the
Company of Participant’s employment without Cause (as defined
in the Employment Agreement), or (v) resignation by Participant of
his employment for Good Reason (as defined in the Employment
Agreement), then, subject in each case to Participant’s
Continuous Service as an employee or consultant of the Company or
any of its subsidiaries though such event, all Unvested Shares
shall vest immediately.


 



Additional Terms/Acknowledgements: The undersigned
Participant acknowledges receipt of, and understands and agrees to,
this Restricted Stock Award Grant Notice, the Restricted Stock
Award Agreement and the Plan. Participant acknowledges and agrees
that this Restricted Stock Award Grant Notice and the Restricted
Stock Award Agreement may not be modified, amended or revised
except as provided therein or in the Plan.  Participant
further acknowledges that as of the Date of Grant, this Restricted
Stock Award Grant Notice, the Restricted Stock Award Agreement and
the Plan set forth the entire understanding between Participant and
the Company regarding the acquisition of stock in the Company and
supersede all prior oral and written agreements, promises and/or
representations on that subject with the exception of (i) equity
awards previously granted and delivered to Participant, (ii) any
compensation recovery policy that is or may be adopted by the
Company or is otherwise required by applicable law and (iii) that
certain Executive Employment Agreement, dated March 12, 2017, by
and between the Company and the Participant (the
“Employment
Agreement”). By accepting this restricted stock
award, Participant consents to receive such documents by electronic
delivery and to participate in the Plan through an on-line or
electronic system to the extent established and maintained by the
Company or another third party designated by the
Company.

 




 

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ChromaDex Corporation


 


By:  
_________________________
                                                            




                         
Signature


 


Title:
_________________________


             




Date:
_________________________



 

	


Participant:


 


__________________________________


                            
Signature


 


Date:  
____________________________



 







Attachments:


 



Attachment
I: 

Restricted Stock
Award Agreement







Attachment
II: 

Second Amended and
Restated 2007 Equity Incentive Plan





 

 

 




 

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Attachment I

 



CHROMADEX CORPORATION


 



Restricted Stock Award Agreement



(Second Amended and Restated 2007 Equity Incentive
Plan)


 


Pursuant to the
Restricted Stock Award Grant Notice (the “Grant Notice”)
and this Restricted Stock Award Agreement (the “Agreement” and
together with the Grant Notice, the “Award”) and
its Second Amended and Restated 2007 Equity Incentive Plan (as
amended from time-to-time, the “Plan”),
ChromaDex Corporation (the “Company”) has
awarded you the number of shares of the Company’s Common
Stock subject to the Award as indicated in the Grant Notice.
Capitalized terms not explicitly defined in this Agreement but
defined in the Plan will have the same definitions as in the Plan.
If there is any conflict between the
terms in this Agreement and the Plan, the terms of the Plan will
control.

 


The
details of your Award, in addition to those set forth in the Grant
Notice and the Plan, are as follows:

 

1. Vesting.
Subject to the limitations contained herein, your Award will vest
pursuant to the Vesting Schedule in the Grant Notice, provided that
vesting will cease upon the termination of your Continuous Service
unless otherwise expressly set forth in the Grant Notice.
“Vested
Shares” will mean shares subject to your Award that
have vested in accordance with the Vesting Schedule and with
respect to which the forfeiture conditions set forth in Section 2
have lapsed, and “Unvested
Shares” will mean shares subject to your Award that
have not vested in accordance with the Vesting Schedule that remain
subject to such risk of forfeiture as set forth in Section 2 of
this Agreement.

 

2. Forfeiture
of Unvested Shares. Except as may be expressly provided in
the Grant Notice or otherwise determined by the Board in its sole
discretion, in the event your Continuous Service terminates for any
reason, all Unvested Shares as of the date of your termination of
Continuous Service shall immediately and automatically be forfeited
and returned to the Company without any payment to you and without
any required action or notice to you. You hereby agree to take
whatever action the Company deems necessary to effectuate the
Company’s reacquisition of the Unvested Shares and the return
of such shares to the Company. Following such forfeiture and return
to the Company, the Company will become the legal and beneficial
owner of the Unvested Shares and all rights and interests in and
related to such shares, and the Company will have the right to
transfer to its own name the Unvested Shares without further action
by you.

 

3. Restrictions
and Conditions.

 

(a) In
addition to any other limitation on transfer created by applicable
securities laws, you may not sell, assign, hypothecate, donate,
encumber or otherwise dispose of all or any part of the Unvested
Shares or any interest in the Unvested Shares; provided, however, that an interest in
the Unvested Shares may be transferred pursuant to a domestic
relations order as defined in the Code. In the case of Vested
Shares, you will not sell, assign, hypothecate, donate, encumber or
otherwise dispose of all or any part of the Vested Shares or any
interest in the Vested Shares except in compliance with this
Agreement, the Company’s bylaws and applicable securities
laws.

 

(b) In
order to implement the provisions of this award, the Company may at
its election either (i) after the Date of Grant, issue a
certificate representing the shares of Common Stock subject to this
Award and place a legend on and stop transfer notice describing the
restrictions on and forfeitability of the Unvested Shares subject
to this Award, in which case the Company may retain such
certificates unless and until the Unvested Shares represented by
such certificate have vested and may cancel such certificate if and
to the extent that the Unvested Shares are forfeited and returned
to the Company or (ii) not issue any certificate representing
shares of Common Stock subject to this Award and instead document
your interest in such shares of Common Stock by registering such
shares of Common Stock with the Company’s transfer agent (or
another custodian selected by the Company) in book entry form in
your name with the applicable restrictions noted in the book-entry
system, in which case certificate(s) representing all or a
part of shares of Common Stock will not be issued unless and until
Unvested Shares become Vested Shares hereunder. The Company
may provide for delay in the issuance or delivery of Vested Shares
as it determines appropriate in order to effectuate Section 9(b) of
this Agreement.

 




 

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(c) Unvested
Shares, together with any other assets or securities in respect of
such Unvested Shares (e.g., dividends), shall be remitted to the
Company and subject to forfeiture and restriction on transfer
pursuant to Sections 2 and 3 of this Agreement and all other
restrictions of the Grant Notice, this Agreement and the Plan.
Subject to the provisions of Sections 2 and 3 of this Agreement,
all Vested Shares (and any other vested assets and securities
attributable thereto) shall be released by the Company within
fifteen (15) days following the date of their vesting. At all
times prior to the release of the shares of Common Stock pursuant
to the foregoing sentence, the certificates or book entries
representing such shares shall remain in the Company’s
possession or control. If the Unvested Shares are to be
certificated in accordance with Section 3(b)(i), you shall
deliver to the Company a duly executed blank stock power in a form
to be provided by the Company.

 

4. Rights
as Stockholder.
Subject to the provisions of this Award, you will exercise all
rights and privileges of a stockholder of the Company with respect
to the shares of Common Stock subject to this award. You will be
deemed to be the holder of the shares for purposes of receiving any
dividends that may be paid with respect to such shares (which will
be subject to the same vesting and forfeiture restrictions as apply
to the shares to which they relate) and for purposes of exercising
any voting rights relating to such shares.

 

5. Restrictive
Legends. All certificates and/or book entries representing
the Common Stock issued under your Award will be endorsed with
appropriate legends determined by the Company in its sole
discretion (in addition to any other legend that may be required by
other agreements between you and the Company).

 

6. Capitalization
Adjustments. The
number of shares and/or class of securities subject to your Award
may be adjusted from time to time for Capitalization
Adjustments.

 

7. Securities
Law Compliance. In no
event may you be issued any shares of Common Stock under your Award
unless the shares are either then registered under the Securities
Act or, if not registered, the Company has determined that such
issuance would be exempt from the registration requirements of the
Securities Act. Your Award and the issuance of shares of Common
Stock under your Award also must comply with all other applicable
laws and regulations, and you will not receive any shares of Common
Stock under your Award if the Company determines that such receipt
would not be in material compliance with such laws and
regulations.

 

8. Award
not a Service Contract. Your Award is not an employment or
service contract, and nothing in your Award will be deemed to
create in any way whatsoever any obligation on your part to
continue in the employ of the Company or an Affiliate, or on the
part of the Company or an Affiliate to continue your employment. In
addition, nothing in your Award will obligate the Company or an
Affiliate, their respective stockholders, boards of directors,
Officers or Employees to continue any relationship that you might
have as a Director or Consultant for the Company or an
Affiliate.

 

9. Withholding
Obligations.

 

(a) The
Company may, in its sole discretion, satisfy all or any portion of
the federal, state, local and foreign tax withholding obligations
of the Company or an Affiliate, if any, which arise in connection
with your Award (the “Withholding
Taxes”) by withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to you in
connection with the Award with a Fair Market Value equal to the
amount of such Withholding Taxes; provided, however, that the number of
such shares of Common Stock withheld may not exceed the amount
necessary to satisfy the Company’s required tax withholding
obligations using the minimum statutory withholding rates for
federal, state, local and foreign tax purposes, including payroll
taxes, that are applicable to supplemental taxable income; and
provided, further, that to
the extent necessary to qualify for an exemption from application
of Section 16(b) of the Exchange Act, if applicable, such share
withholding procedure will be subject to the express prior approval
of the Company’s Compensation Committee. To the extent the
Company does not satisfy any Withholding Taxes by withholding
shares of Common Stock as described in the immediately preceding
sentence, you agree to make a cash payment to the Company to cover
such Withholding Taxes when requested by the Company to do so. The
Company acknowledges that, to fund such cash payment, you may elect
to establish a 10b5-1 Plan to sell shares of Common Stock subject
to the Award upon their vesting to satisfy no less than the
Withholding Taxes. The Company shall use commercially reasonable
efforts to promptly provide an appropriate legend removal letter of
the Company’s counsel in form and substance required by the
transfer agent or other appropriate party in connection with any
such sale.

 


 




 

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(b) Unless
the tax withholding obligations of the Company and any Affiliate
are satisfied, the Company will have no obligation to issue a
certificate for such shares, deliver such shares and/or release
such shares from any escrow (as applicable) provided for in this
Agreement.

 

(c) In
the event the Company’s obligation to withhold arises prior
to the delivery or release to you of Common Stock or it is
determined after the delivery of Common Stock to you that the
amount of the Company’s withholding obligation was greater
than the amount withheld by the Company, you agree to indemnify and
hold the Company harmless from any failure by the Company to
withhold the proper amount.

 

10. Tax
Consequences. The Company has no duty or obligation to
minimize the tax consequences to you of this Award and shall not be
liable to you for any adverse tax consequences to you arising in
connection with this Award. You are hereby advised to consult with
your own personal tax, financial and/or legal advisors regarding
the tax consequences of this Award and by signing the Grant Notice,
you have agreed that you have done so or knowingly and voluntarily
declined to do so. You understand that you (and not the Company)
shall be responsible for your own tax liability that may arise as a
result of this investment or the transactions contemplated by this
Agreement. You agree to review with your own tax advisors the
federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. You
will rely solely on such advisors and not on any statements or
representations of the Company or any of its agents. You understand
that Section 83 of the Code taxes as ordinary income to you the
fair market value of the shares of Common Stock issued to you
pursuant to the Award as of the date any restrictions on such
shares lapse (that is, as of the date on which part or all of such
shares vest). You understand that you may elect to be taxed at the
time the Common Stock is issued to you pursuant to your Award,
rather than when and as applicable restrictions lapse, by filing an
election under Section 83(b) of the Code (an “83(b)
Election”) with the Internal Revenue Service within
thirty (30) days after the date your acquire shares of Common Stock
pursuant to your Award. Even if the fair market value of the Common
Stock at the time of grant of your Award equals the amount paid for
the Common Stock, the 83(b) Election must be made to avoid income
under Section 83(a) in the future. You understand that failure to
file such an 83(b) Election in a timely manner may result in
adverse tax consequences for you. You further understand that you
must file an additional copy of such 83(b) Election with your
federal income tax return for the calendar year in which you make
such 83(b) Election. You acknowledge that the foregoing is only a
summary of the effect of U.S. federal income taxation with respect
to issuance of the Common Stock pursuant to your Award, and does
not purport to be complete. You further acknowledge that the
Company has directed you to seek independent advice regarding the
applicable provisions of the Code, the income tax laws of any
municipality, state or foreign country in which you may reside, and
the tax consequences of your death. You assume all responsibility
for filing an 83(b) Election and paying all taxes resulting from
such election or the lapse of the restrictions on the Common Stock.
YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(B) OF
THE CODE. THE COMPANY AND ITS LEGAL COUNSEL CANNOT AND DO NOT
ASSUME RESPONSIBILITY FOR FAILURE TO FILE THE 83(B) ELECTION IN A
TIMELY MANNER UNDER ANY CIRCUMSTANCES.

 

11. Notices.
Any notices provided for in your Award or the Plan will be given in
writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by the
Company to you, five days after deposit in the U.S. mail, postage
prepaid, addressed to you at the last address you provided to the
Company. The Company may, in its sole
discretion, decide to deliver any documents related to
participation in the Plan and this Award by electronic means or to
request your consent to participate in the Plan by electronic
means. By accepting this Award, you consent to receive such
documents by electronic delivery and to participate in the Plan
through an on-line or electronic system established and maintained
by the Company or another third party designated by the
Company.

 




 

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12. Governing Plan
Document. Your Award
is subject to all the provisions of the Plan, the provisions of
which are hereby made a part of your Award, and is further subject
to all interpretations, amendments, rules and regulations which may
from time to time be promulgated and adopted pursuant to the Plan.
In the event of any conflict between the provisions of your Award
and those of the Plan, the provisions of the Plan will control.
In addition, your Award (and any
compensation paid or shares issued under your Award) is subject to
recoupment in accordance with The Dodd–Frank Wall Street
Reform and Consumer Protection Act and any implementing regulations
thereunder, any clawback policy adopted by the Company and any
compensation recovery policy otherwise required by applicable
law.

 

13. Other
Documents. You hereby
acknowledge receipt of and the right to receive a document
providing the information required by Rule 428(b)(1) promulgated
under the Securities Act, which includes the Plan prospectus. In
addition, you acknowledge receipt of the Company’s policy
permitting certain individuals to sell shares only during certain
“window” periods and the Company’s insider
trading policy, in effect from time to time.

 

14. Effect
on Other Employee Benefit Plans. The value of this Award will not be included as
compensation, earnings, salaries, or other similar terms used when
calculating your benefits under any employee benefit plan sponsored
by the Company or any Affiliate, except as such plan otherwise
expressly provides.

 

15. Severability.
If all or any part of this Award or the Plan is declared by any
court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity will not invalidate any portion of this
Award or the Plan not declared to be unlawful or invalid. Any
Section of this Award (or part of such a Section) so declared to be
unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a
Section to the fullest extent possible while remaining lawful and
valid.

 

16. Miscellaneous.

 

(a) The
rights and obligations of the Company under your Award are
transferable by the Company to any one or more persons or entities,
and all covenants and agreements hereunder will inure to the
benefit of, and be enforceable by the Company’s successors
and assigns. Your rights and obligations under your Award may only
be assigned with the prior written consent of the Company and
subject to the terms and conditions of this Agreement and the
Plan.

 

(b) You
agree upon request to execute any further documents or instruments
necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.

 

(c) You
acknowledge and agree that you have reviewed your Award in its
entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your Award and fully understand
all provisions of your Award.

 

*            
*           
*


 


This
Restricted Stock Award Agreement will be deemed to be signed by the
Company and Participant upon the signing by Participant of the
Restricted Stock Award Grant Notice to which it is attached or (to
the extent established and permitted by the Company) by acceptance
of this Award through the Company’s electronic stock plan
administration system.

 


 




 

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Attachment II

 

 



SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN


 

 


 

 




 

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