SEC Connect





 







Exhibit 10.8


 



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



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: $30,000


             
b.
Chairman: $60,000


 


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


 



 

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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.


 




 

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