gerberbriannaexecutiveem






CHROMADEX CORPORATION  EXECUTIVE EMPLOYMENT AGREEMENT          for   Brianna Gerber  This Executive Employment Agreement (this “Agreement”) is entered into as of January 1, 2023 (the “Effective  Date”), by and between Brianna Gerber (“Executive”) and ChromaDex Corporation, a Delaware corporation (the  “Company”). This Agreement supersedes and replaces all prior offer of employment between Executive  and Company.  1. Employment by the Company. 1.1 Position. Commencing on January 1, 2023, Executive shall serve as the Company’s Chief Financial Officer (“CFO”).  During the term of Executive’s employment with the Company, Executive will devote  Executive’s full business time and best efforts to the business of the Company, except for approved paid and  unpaid time off and reasonable periods of illness or other incapacities permitted by the Company’s general  employment policies and applicable law.   1.2 Duties and Location. Executive shall perform such duties as are customarily associated  with the position of CFO and such other duties, commensurate with her position, as are assigned to Executive by  Robert Fried, CEO, or the Company’s Board of Directors (the “Board”). Executive shall report directly to the  CEO of the Company. The Company reserves the right to reasonably require Executive to perform Executive’s  duties with Company employees or representatives of third parties, and to require reasonable business travel.   1.3 Policies and Procedures. The employment relationship between the parties shall be   governed by the general employment policies and practices of the Company, except that when the terms of this  Agreement differ from or are in conflict with the Company’s general employment policies or practices, this  Agreement shall control.   2. Compensation. 2.1 Base Salary. Executive will receive an initial base salary at the annual rate of three- hundred twenty-five thousand dollars and 00/100 ($325,000.00) (USD) less standard payroll deductions and  withholdings and payable in accordance with the Company’s regular payroll schedule. The base salary may be  (but need not be) increased from time to time, as the Board (or the Compensation Committee thereof) may  determine in its sole discretion. The initial base salary, as increased or decreased, shall be referred to as “Base  Salary.”   2.2 Annual Bonus. In addition to base salary, Executive will be eligible to earn discretionary  annual incentive compensation (the “Performance Bonus”). Executive’s target Performance Bonus for any fiscal  year shall be fifty percent (50%) of Executive’s Base Salary, with the actual amount of the Performance Bonus  (if any) for any fiscal year to be determined by the Board (or the Compensation Committee thereof) in its sole  discretion. The Performance Bonus, if any, will be paid on an annual basis, less standard payroll deductions and  withholdings, after the close of the applicable fiscal year to which such Performance Bonus relates, and after  determination of the amount of Performance Bonus (if any) by the Board (or the Compensation Committee  thereof), but not later than April 1 of the following fiscal year. No Performance Bonus amount is guaranteed and,  in addition to the other conditions for earning such Performance Bonus, Executive must remain an employee in  good standing of the Company (or have been terminated without Cause or have resigned for Good Reason) on the  134452846v4  Exhibit 10.1 





 






    scheduled annual Performance Bonus payment date in order to earn any Performance Bonus, except as otherwise  provided herein.       2.3  Long Term Incentive Eligibility. Commencing in calendar year 2023, Executive shall  be immediately eligible for full consideration of Company’s Long Term Incentive Annual Grant Framework, as  in effect from time to time (the “LTI Framework”). In accordance with the LTI Framework, Executive may be  awarded one or more annual long-term incentive award(s) with a target grant date value of seventy percent (70%)  of her Base Salary in any calendar year, as adjusted by Black Sholes Calculation, in each case as determined by  the Board (or the Compensation Committee thereof) in its sole discretion.        3. Standard Company Benefits. Executive shall, in accordance with Company policy and the terms  and conditions of the applicable Company benefit plan documents, be eligible to participate in the benefit and  fringe benefit programs provided by the Company to its senior executive officers. Any such benefits shall be  subject to the terms and conditions of the governing benefit plans and policies and may be changed by the  Company in its discretion.       4. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other   expenses incurred by Executive in furtherance or in connection with the performance of Executive’s duties  hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.        5. Proprietary Information Obligations.       5.1 Proprietary Information Agreement. Executive has signed and agrees to comply with  the Company’s Employee Confidential Information and Invention Assignment Agreement (the “Proprietary  Information Agreement”) attached hereto as Exhibit A.   In addition, Executive agrees to abide by the  Company’s internally published policies and procedures, as may be modified and internally published from time  to time within the Company’s discretion.       5.2 Third-Party Agreements and Information. Executive represents and warrants that  Executive’s employment by the Company does not directly conflict with any prior employment or consulting  agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the  Company without violating any such agreement. Executive represents and warrants that Executive does not  possess confidential information arising out of prior employment, consulting, or other third party relationships,  that would be used in connection with Executive’s employment by the Company, except as expressly authorized  by that third party. During Executive’s employment by the Company, Executive will use in the performance of  Executive’s duties only information that is generally known and used by persons with training and experience  comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or  obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.       6. Outside Activities and Non-Competition During Employment.       6.1 Outside Activities. Throughout Executive’s employment with the Company, Executive   may engage in civic and not-for-profit activities, so long as such activities do not materially interfere with the  performance of Executive’s duties hereunder or present a conflict of interest with the Company or its affiliates.  Subject to the restrictions set forth herein, and only with prior written disclosure to and consent of the Board,  Executive may engage in other types of business or public activities. The Board may rescind such consent, if the  Board determines, in its sole discretion, that such activities compromise or threaten to compromise the Company’s  or its affiliates’ business interests or conflict or compete with Executive’s duties to the Company or its affiliates.       





 






    6.2 Non-Competition During Employment. Except as otherwise provided in this  Agreement, during Executive’s employment with the Company, Executive will not, without the prior written  consent of the Board, directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor,  investor, joint venture, associate, representative or consultant of any person or entity engaged in, or planning or  preparing to engage in, business activity competitive with any line of business engaged in (or planned to be  engaged in) by the Company; provided, however, that Executive may purchase or otherwise acquire up to (but  not more than) one percent (1%) of any class of securities of any enterprise (without participating in the activities  of such enterprise) if such securities are listed on any national or regional securities exchange.       7. Termination of Employment; Severance.       7.1 At-Will Employment. Executive’s employment relationship is at-will. Either Executive  or the Company may terminate the employment relationship at any time, with or without Cause (as defined below)  or advance notice (other than the notice requirements expressly set forth in Section 12).       7.2 Termination Without Cause or Resignation for Good Reason. In the event  Executive’s employment with the Company is terminated by the Company without Cause (and other than as a  result of Executive’s death or Disability (as defined below)) or Executive resigns her employment for Good  Reason, then (i) with respect to any such amounts or benefits that are considered “non-qualified deferred  compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), provided  such termination or resignation constitutes a “separation from service” (as defined under Treasury Regulation  Section 1.409A-1(h), without regard to any alternative definition thereunder, a “ Separation from Service ”), and  (ii) provided that Executive satisfies the Release Requirement in Section 8 below, the Company shall provide  Executive with the following “ Severance Benefits ”:      7.2.1 Severance Payments. Severance pay in the form of continuation of Executive’s Base  Salary for a period of twelve (12) months following termination, subject to required payroll deductions and tax  withholdings (the “Severance Payments”). Subject to Section 8 below, the Severance Payments shall be made  on the Company’s regular payroll schedule in effect following Executive’s termination date; provided, however  that any such payments that are otherwise scheduled to be made prior to the “Release Effective Date” (as defined  below) shall instead accrue and be made on the first administratively practicable payroll date following the Release  Effective Date.    7.2.2 Health Care Continuation Coverage Payments. If Executive timely elects continued  coverage under COBRA, the Company will pay the portion of Executive’s COBRA premiums to continue  Executive’s coverage (including coverage for Executive’s eligible dependents, if applicable) at the same rate as  paid by the Company on behalf of active employees generally as of the termination date (“COBRA Premiums”)  through the period starting on the first of the month immediately following the termination date and ending twelve  (12) months after the termination date (the “COBRA Premium Period”); provided, however, that the Company’s  provision of such COBRA Premiums will immediately cease if during the COBRA Premium Period Executive  becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible  for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes  covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the  COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the  foregoing, if (i) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of  the COBRA Premium Period to be, exempt from the application of Code Section 409A, (ii) the Company is  otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (iii)  the Company cannot provide the benefit without violating applicable law, then, in any such case, an amount equal  to each remaining COBRA Premium shall thereafter be paid to Executive in substantially equal monthly  installments over the COBRA Premium Period (or remaining portion thereof), and the Company will impute  





 






    income to Executive with respect to such payments as may be required by applicable U.S. tax law, as determined  by the Company in its sole discretion      7.2.3 Equity Acceleration upon Termination.     (a) Notwithstanding anything to the contrary set forth in the Plan or any award agreement,  effective as of Executive’s employment termination date, the vesting and exercisability of the then unvested time- based vesting equity awards that would have otherwise become vested had Executive performed “Continuous  Service” (as such term is defined in the ChromaDex Corporation Amended 2017 Equity Incentive Plan, as  amended or restated from time to time) through the twelve (12) month anniversary of Executive’s employment  termination date then held by Executive shall accelerate and become immediately vested and exercisable, if  applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s  termination as set forth in the applicable equity award documents. With respect to any performance-based vesting  equity award, such award shall continue to be governed in all respects by the terms of the applicable equity award  documents.                (b)  Upon any such termination, Executive shall have two (2) years to exercise any options or  stock appreciation rights, but no later than ten (10) years from the date of grant or the date when the options or  stock appreciation rights would otherwise terminate under the Plan other than as a result of termination of  employment (e.g., if all of the Company’s options are accelerated and terminate if not exercised in connection  with a “Corporate Transaction” (as such term is defined in the ChromaDex Corporation Amended 2017 Equity  Incentive Plan, as amended or restated from time to time), then Executive’s options will also terminate if not  exercised in connection with the Corporate Transaction).       7.2.4 Pro Rata Bonus. Executive shall be eligible to receive, based on the good faith   determination of the Board (or the Compensation Committee thereof), a pro rata Performance Bonus based on  actual results and Executive’s period of employment during the fiscal year to which such Performance Bonus  relates (the “Pro Rata Bonus”), payable on the date when other bonuses are paid for the applicable fiscal year.       7.2.5 No Mitigation or Offset. The Executive shall have no obligation to mitigate the   obligations hereunder, and the amounts due hereunder shall not be offset by any amounts otherwise earned by  Executive.    7.2.6 Involuntary Termination in Connection with a Corporate Transaction.  If  Executive’s employment is terminated within eighteen (18) months immediately following a Corporate  Transaction, by the Company without Cause (and other than as a result of Executive’s death or Disability (as  defined below)) or due to Executive resigning her employment for Good Reason (a “Change in Control  Termination”), provided that Executive remains in compliance with the terms of this Agreement, the Company  shall provide to Executive the Severance Benefits (subject to the terms and conditions of this Section 7.2);  provided that the Severance Benefits set forth in Section 7.2.3(a) shall be replaced with the following:  “Effective  as of the later of your Change in Control Termination, or the effective date of the Corporate Transaction, the  vesting and exercisability of all outstanding stock options and other equity awards covering the Company’s  common stock that are held by Executive as of immediately prior to the Change in Control Termination shall  accelerate vesting in full.”    7.3 Termination for Cause; Resignation Without Good Reason; Death or Disability.  Executive will not be eligible for, or entitled to any severance benefits, including (without limitation) the  Severance Benefits listed in Section 7.2 above, if the Company terminates Executive’s employment for Cause,   Executive resigns Executive’s employment without Good Reason, or Executive’s employment terminates due to  Executive’s death or Disability, provided that Executive, in the case of death or Disability termination, shall be  





 






    eligible to receive a Pro Rata Bonus subject to, in the case of Executive’s termination of employment due to  Executive’s Disability, Executive’s receipt of the Pro Rata Bonus shall be subject to Section 8.       8. Conditions to Receipt of Severance Benefits. To be eligible for any of the Severance Benefits  pursuant to Section 7.2 above or to the Pro Rata Bonus upon a termination of employment due to Executive’s  Disability pursuant to Section 7.3 above, Executive must satisfy the following release requirement (the “ Release  Requirement ”): return to the Company a signed and dated release of claims in a form acceptable to the Company  (the “Release”) within the applicable deadline set forth therein, but in no event later than forty-five (45) calendar  days following Executive’s termination date, and permit the Release to become effective and irrevocable in  accordance with its terms (such effective date of the Release, the “ Release Effective Date ”). No Severance  Benefits or any Pro Rata Bonus upon a termination of employment due to Executive’s Disability will be provided  hereunder prior to the Release Effective Date. Accordingly, if Executive refuses to sign and deliver to the  Company an executed Release or signs and delivers to the Company the Release but exercises Executive’s right,  if any, under applicable law to revoke the Release (or any portion thereof), then Executive will not be entitled to  any severance, payment or benefit under this Agreement.      9. Accrued Amounts. On any termination, the Executive shall promptly receive earned but unpaid  Base Salary, accrued but unused vacations and unreimbursed expenses (in accordance with the Company’s  applicable expense reimbursement policies), and shall be entitled to any amounts due under any benefit or fringe  plan or program in accordance with the provisions of the plan or program.       10. Section 409A. It is intended that all of the severance benefits and other payments payable under  this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section  409A  provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement  will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt,  this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.  For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section  1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether  severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate  payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and  distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision  of this Agreement providing for the payment of any amounts or benefits upon or following a termination of  employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such  termination is also a “separation from service” for purposes of Code Section 409A and, for purposes of any such  provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean  “separation from service” for purposes of Code Section 409A. Notwithstanding any provision to the contrary in  this Agreement, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be  a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation  from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred  compensation”, then to the extent delayed commencement of any portion of such payments is required in order to  avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section  409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month  and one day period measured from the date of Executive’s Separation from Service with the Company, (ii) the  date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of  adverse taxation. Upon the first business day following the expiration of such applicable Code Section  409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10 shall be paid in a lump sum to  Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable  agreement. No interest shall be due on any amounts so deferred. If any severance benefits provided under this  Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule  for payment of the severance benefits, the effective date of the Release will be the sixtieth (60th) date following  the Separation From Service, regardless of when the Release actually becomes effective. To the extent required  





 






    to avoid accelerated taxation and/or tax penalties under Code Section 409A, amounts reimbursable to Executive  under this Agreement shall be paid to Executive on or before the last day of the year following the year in which  the expense was incurred, amounts shall not be subject to liquidation or exchange for another benefit, and the  amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year  may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation  that any or all of the payments described in this Agreement will be exempt from or comply with Code Section  409A.      11. Section 280G; Limitations on Payment.       11.1 If any payment or benefit Executive will or may receive from the Company or otherwise  (a “280G Payment ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the  Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise  Tax ”), then any such 280G Payment provided pursuant to this Agreement (a “ Payment ”) shall be equal to the  Reduced Amount. The “ Reduced Amount ” shall be either (x) the largest portion of the Payment that would  result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up  to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by  clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and  the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject  to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence, the reduction shall  occur in the manner (the “Reduction Method”) that results in the greatest after-tax economic benefit for  Executive. If more than one method of reduction will result in the same after tax economic benefit, the items so  reduced will be reduced pro rata (the “Pro Rata Reduction Method”).       11.2 Notwithstanding any provision of Section 11.1 to the contrary, if the Reduction Method   or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to  Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method  and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes  pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent  possible, the greatest after tax economic benefit for Executive as determined on an after-tax basis; (B) as a second  priority, Payments that are contingent on future events ( e.g., being terminated without Cause), shall be reduced  (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that  are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before  Payments that are not deferred compensation within the meaning of Section 409A.       11.3 Unless Executive and the Company agree on an alternative accounting firm or law firm,   the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the  effective date of the applicable transaction triggering the 280G Payment shall perform the foregoing calculations.  If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or  group effecting the applicable transaction triggering the 280G Payment, the Company shall appoint a nationally  recognized accounting or law firm to make the determinations required by this Section 11. The Company shall  bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder.  The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the  determinations hereunder to provide its calculations, together with detailed supporting documentation, to  Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G  Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other  time as requested by Executive or the Company.         





 






    11.4 If Executive receives a Payment for which the Reduced Amount was determined   pursuant to clause (x) of Section 11.1 and the Internal Revenue Service determines thereafter that some portion of  the Payment is subject to the Excise Tax, Executive agrees, to the extent not in violation of the Sarbanes Oxley  Act, to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x)  of Section 11.1) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of  doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 11.1, Executive shall have no  obligation to return any portion of the Payment pursuant to the preceding sentence.      12. Definitions.       12.1 Cause. For the purposes of this Agreement, “Cause” means the occurrence of any one or   more of the following: (i) Executive’s conviction of or plea of guilty or  nolo contendere  to any felony; (ii)   Executive’s willful and continued failure or refusal to follow lawful and reasonable instructions of the Company  or the Board or lawful, reasonable, material and internally published policies and regulations of the Company;  (iii) Executive’s willful and continued failure to faithfully and diligently perform the assigned duties of  Executive’s employment with the Company (other than on account of illness or excused absence); (iv) unethical  or fraudulent conduct by Executive that materially discredits the Company or is materially detrimental to the  reputation, character and standing of the Company; or (v) Executive’s material breach of this Agreement or the  Proprietary Information Agreement. An event described in Section 12.1(ii) through Section 12.1(v) herein shall  not be treated as “Cause” until after Executive has been given written notice of such event, failure, conduct or  breach and Executive fails to cure such event, failure, conduct or breach within thirty (30) calendar days from  such written notice; provided, however, that such thirty (30) calendar day cure period shall not be required if the  event, failure, conduct or breach is incapable of being cured.       12.2 Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for   resignation from employment with the Company if any of the following actions are taken by the Company without  Executive’s prior written consent: (i) a reduction in Executive’s Base Salary, other than a reduction by less than  ten percent (10%) of the Executive’s highest Base Salary pursuant to a salary reduction program applicable  generally to the Company’s senior executives; (ii) a material reduction in Executive’s duties (including  responsibilities and/or authorities) or reporting lines; (iii) a relocation of Executive’s principal place of  employment to a place that increases Executive’s one-way commute by more than thirty (30) miles as compared  to Executive’s then-current principal place of employment immediately prior to such relocation; (iv) a material  change of title, and/or any other material change that would remove Executive from the executive committee or  otherwise materially diminish Executive’s stature within the Company; or (v) a material breach of this Agreement.  In order for Executive to resign for Good Reason, each of the following requirements must be met: (w) Executive  must provide written notice to the Company’s Board within thirty (30) days after the first occurrence of the event  giving rise to Good Reason setting forth the basis for Executive’s resignation, (x) Executive must allow the  Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (y) such event  is not reasonably cured by the Company within such thirty (30) calendar day period (the “ Cure Period ”), and  (z) Executive must resign from all positions Executive then holds with the Company not later than thirty (30)  calendar days after the expiration of the Cure Period.       12.3 Disability. For purposes of this Agreement, “Disability” means that Executive is unable   to perform the essential functions of her position (notwithstanding the provision of any reasonable  accommodation) by reason of any medically determinable physical or mental impairment which has lasted for a  period of one hundred and twenty (120) days during any consecutive six (6) month period.       13. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in  connection with Executive’s employment with the Company, Executive and the Company agree that any and all  disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from  





 






    or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executive’s employment  with the Company, or the termination of Executive’s employment with the Company, will be resolved pursuant  to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and  confidential arbitration conducted in Los Angeles, California by JAMS, Inc. (“ JAMS ”) or its successors by a  single arbitrator.  Both Executive and the Company acknowledge that by agreeing to this arbitration procedure,  they each waive the right to resolve any such dispute through a trial by jury or judge or administrative  proceeding.   Any such arbitration proceeding will be governed by JAMS’ then applicable rules and procedures  for employment disputes, which will be provided to Executive upon request. In any such proceeding, the arbitrator  shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief  as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s  essential findings and conclusions and a statement of the award. Executive and the Company each shall be entitled  to all rights and remedies that either would be entitled to pursue in a court of law. Nothing in this Agreement is  intended to prevent either the Company or Executive from obtaining injunctive relief in court to prevent  irreparable harm pending the conclusion of any such arbitration pursuant to applicable law. The Company shall  pay all filing fees in excess of those which would be required if the dispute were decided in a court of law, and  shall pay the arbitrator’s fees and any other fees or costs unique to arbitration. The parties shall pay their own  legal fees. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and  state courts of any competent jurisdiction.       14. General Provisions.       14.1 Notices. Any notices provided must be in writing and will be deemed effective upon the   earlier of personal delivery (including personal delivery by fax) or the next day after sending by overnight carrier,  to the Company at its primary office location and to Executive at the address as listed on the Company payroll.       14.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in   such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be  invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,  illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will  be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the  parties.       14.3 Waiver. Any waiver of any breach of any provisions of this Agreement must be in   writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding breach of  the same or any other provision of this Agreement.       14.4 Complete Agreement. This Agreement, together with the Proprietary Information   Agreement, the “Indemnity Agreement” (as defined below) and to the extent referenced in this Agreement, the  Plan and applicable award agreement, constitutes the entire agreement between Executive and the Company with  regard to the subject matter hereof and is the complete, final, and exclusive embodiment of the Company’s and  Executive’s agreement with regard to this subject matter. This Agreement is entered into without reliance on any  promise or representation, written or oral, other than those expressly contained herein, and it supersedes and  replaces any other agreements or promises made to Executive by anyone concerning Executive’s employment  terms, compensation or benefits, whether oral or written (including but not limited any agreements or promises  with or from the Company or any of its affiliates or predecessors). It cannot be modified or amended except in a  writing signed by a duly authorized officer of the Company, with the exception of those changes expressly  reserved to the Company’s discretion in this Agreement.           





 






    14.5 Counterparts. This Agreement may be executed in separate counterparts, any one of   which need not contain signatures of more than one party, but both of which taken together will constitute one  and the same Agreement.       14.6 Headings. The headings of the sections hereof are inserted for convenience only and   shall not be deemed to constitute a part hereof nor to affect the meaning thereof.       14.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of   and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and  administrators, except that Executive may not assign any of Executive’s duties hereunder, Executive may not  assign any of Executive’s rights hereunder without the written consent of the Company, which shall not be  withheld unreasonably, and the Company may not assign this Agreement, except to an Affiliate (as defined in the  Plan) or to a successor in connection with a Corporate Transaction.       14.8 Tax Withholding. All payments and awards contemplated or made pursuant to this  Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations  of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made  any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or  made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully  understands the tax and economic consequences of all payments and awards made pursuant to this Agreement.            14.9 Choice of Law. All questions concerning the construction, validity and interpretation of  this Agreement will be governed by the laws of the State of California.         14.10 Indemnification Agreement. Executive will become a party to the Company’s standard   form of indemnity agreement for directors and officers as filed as an exhibit to the Company’s most recent Annual  Report on Form 10-K (the “Indemnity Agreement”).        IN WITNESS WHEREOF, this Agreement shall be effective as of the Effective Date.              CHROMADEX CORPORATION                              By:  /s/ Robert Fried                              Robert Fried                  Chief Executive Officer              EXECUTIVE                             By:  /s/ Brianna Geber  Brianna Gerber        





 






      Exhibit A    Proprietary Information Agreement    [Attached]  





 






1  EMPLOYEE CONFIDENTIAL INFORMATION AND  INVENTION ASSIGNMENT AGREEMENT  In consideration of my employment or continued employment by ChromaDex Corporation, its direct and  indirect subsidiaries, parents, affiliates, predecessors, successors and assigns (together “Company”), and the  compensation and benefits provided to me now and during my employment with Company, I hereby enter into this  Employee Confidential Information and Invention Assignment Agreement (the “Agreement”) and agree as follows:  1. CONFIDENTIAL INFORMATION PROTECTIONS. 1.1 Recognition of Company’s Rights; Nondisclosure.  I understand and acknowledge that my  employment by Company creates a relationship of  confidence and trust with respect to Company’s  Confidential Information (as defined below) and that  Company has a protectable interest therein.  At all times  during and after my employment, I will hold in  confidence and will not disclose, use, lecture upon, or  publish any of Company’s Confidential Information,  except as such disclosure, use or publication may be  required in connection with my work for Company, or  unless an officer of Company expressly authorizes such  disclosure.  I will obtain Company’s written approval  before publishing or submitting for publication any  material (written, oral, or otherwise) that discloses and/or  incorporates any Confidential Information.  I hereby  assign to Company any rights I may have or acquire in  such Confidential Information and recognize that all  Confidential Information shall be the sole and exclusive  property of Company and its assigns.  I will take all  reasonable precautions to prevent the inadvertent  accidental disclosure of Confidential Information.   Notwithstanding the foregoing, pursuant to 18 U.S.C.  Section 1833(b), I shall not be held criminally or civilly  liable under any federal or state trade secret law for the  disclosure of a trade secret that: (1) is made in confidence  to a federal, state, or local government official, either  directly or indirectly, or to an attorney, and solely for the  purpose of reporting or investigating a suspected violation  of law; or (2) is made in a complaint or other document  filed in a lawsuit or other proceeding, if such filing is  made under seal.  1.2 Confidential Information.  The term  “Confidential Information” shall mean any and all  confidential knowledge, data or information of Company.   By way of illustration but not limitation, “Confidential  Information” includes (a) trade secrets, inventions, mask  works, ideas, processes, formulas, software in source or  object code versions, data, programs, other works of  authorship, know-how, improvements, discoveries,  developments, designs and techniques and any other  proprietary technology and all Intellectual Property  Rights therein (collectively, “Inventions”);  (b) information regarding research, development, new products, marketing and selling, business plans, budgets  and unpublished financial statements, licenses, prices and  costs, margins, discounts, credit terms, pricing and billing  policies, quoting procedures, methods of obtaining  business, forecasts, future plans and potential strategies,  financial projections and business strategies, operational  plans, financing and capital-raising plans, activities and  agreements, internal services and operational manuals,   methods of conducting Company business, suppliers and  supplier information, and purchasing; (c) information  regarding customers and potential customers  of  Company, including customer lists, names,  representatives, their needs or desires with respect to the  types of products or services offered by Company,  proposals, bids, contracts and their contents and parties,  the type and quantity of products and services provided or  sought to be provided to customers and potential  customers of Company and other non-public information  relating to customers and potential customers; (d)  information regarding any of Company’s business  partners and their services, including names;  representatives, proposals, bids, contracts and their  contents and parties, the type and quantity of products  and services received by Company, and other non-public  information relating to business partners; (e) information  regarding personnel, employee lists, compensation, and   employee skills; and (f) any other non-public information  which a competitor of Company could use to the  competitive disadvantage of Company.  Notwithstanding  the foregoing, it is understood that, at all such times, I am  free to use information which is generally known in the  trade or industry through no breach of this Agreement or  other act or omission by me.  Further, notwithstanding the  foregoing or anything to the contrary in this Agreement or  any other agreement between the Company and me,  nothing in this Agreement shall limit my right to discuss  my employment or report possible violations of law or  regulation with any federal government agency or similar  state or local agency or to discuss the terms and  conditions of my employment with others to the extent  expressly permitted by Section 7 of the National Labor  Relations Act.  1.3 Third Party Information.  I understand, in  addition, that Company has received and in the future will  receive from third parties their confidential and/or  





 






2  proprietary knowledge, data or information (“Third  Party Information”) subject to a duty on Company’s  part to maintain the confidentiality of such information  and to use it only for certain limited purposes.  During my  employment and thereafter, I will hold Third Party  Information in confidence and will not disclose to anyone  (other than Company personnel who need to know such  information in connection with their work for Company)  or use, except in connection with my work for Company,  Third Party Information unless expressly authorized by an  officer of Company in writing.  1.4 No Improper Use of Information of Prior  Employers and Others.  During my employment by  Company, I will not improperly use or disclose  confidential information or trade secrets, if any, of any  former employer or any other person to whom I have an  obligation of confidentiality, and I will not bring onto the  premises of Company any unpublished documents or any  property belonging to any former employer or any other  person to whom I have an obligation of confidentiality  unless consented to in writing by that former employer or  person.    2. ASSIGNMENTS OF INVENTIONS. 2.1 Definitions.  As used in this Agreement, the term “Intellectual Property Rights” means all trade  secrets, Copyrights, trademarks, mask work rights,  patents and other intellectual property rights recognized  by the laws of any jurisdiction or country; the term  “Copyright” means the exclusive legal right to  reproduce, perform, display, distribute and make  derivative works of  a work of authorship (as a literary,  musical, or artistic work) recognized by the laws of any  jurisdiction or country;  and  the term “Moral Rights”  means all paternity, integrity, disclosure, withdrawal,  special and any other similar rights recognized by the  laws of any jurisdiction or country.  2.2 Excluded Inventions and Other Inventions.   Attached hereto as Attachment 1 is a list describing all  existing Inventions, if any, that may relate to Company’s  business or actual or demonstrably anticipated research or  development and that were made by me or acquired by  me prior to the commencement of my employment with,  and which are not to be assigned to, Company  (“Excluded Inventions”).  If no such list is attached, I  represent and agree that it is because I have no rights in  any existing Inventions that may relate to Company’s  business or actual or demonstrably anticipated research or  development.  For purposes of this Agreement, “Other  Inventions” means Inventions in which I have or may  have an interest, as of the commencement of my  employment or thereafter, other than Company Inventions  (defined below) and Excluded Inventions.  I acknowledge  and agree that if I use any Excluded Inventions or any  Other Inventions in the scope of my employment, or if I  include any Excluded Inventions or Other Inventions in  any product or service of Company, or if my rights in any  Excluded Inventions or Other Inventions may block or  interfere with, or may otherwise be required for, the  exercise by Company of any rights assigned to Company  under this Agreement, I will immediately so notify  Company in writing.  Unless Company and I agree  otherwise in writing as to particular Excluded Inventions  or Other Inventions, I hereby grant to Company, in such  circumstances (whether or not I give Company notice as  required above), a non-exclusive, perpetual, transferable,  fully-paid and royalty-free, irrevocable and worldwide  license, with rights to sublicense through multiple levels  of sublicensees, to reproduce, make derivative works of,  distribute, publicly perform, and publicly display in any  form or medium, whether now known or later developed,  make, have made, use, sell, import, offer for sale, and  exercise any and all present or future rights in, such  Excluded Inventions and Other Inventions.  To the extent  that any third parties have rights in any such Other  Inventions, I hereby represent and warrant that such third  party or parties have validly and irrevocably granted to  me the right to grant the license stated above.     2.3 Assignment of Company Inventions.  Inventions assigned to Company, or to a third party as  directed by Company pursuant to Section 2.6, are referred  to in this Agreement as “Company Inventions.”  Subject  to Section 2.4 (Unassigned or Nonassignable Inventions)  and except for Excluded Inventions set forth in  Attachment 1 and Other Inventions, I hereby assign to  Company all my right, title, and interest in and to any and  all Inventions (and all Intellectual Property Rights with  respect thereto) made, conceived, reduced to practice, or  learned by me, either alone or with others, during the  period of my employment by Company.  To the extent  required by applicable Copyright laws, I agree to assign  in the future (when any copyrightable Inventions are first  fixed in a tangible medium of expression) my Copyright  rights in and to such Inventions.  Any assignment of  Company Inventions (and all Intellectual Property Rights  with respect thereto) hereunder includes an assignment of  all Moral Rights.  To the extent such Moral Rights cannot  be assigned to Company and to the extent the following is  allowed by the laws in any country where Moral Rights  exist, I hereby unconditionally and irrevocably waive the  enforcement of such Moral Rights, and all claims and  causes of action of any kind against Company or related  to Company’s customers, with respect to such rights.  I  further acknowledge and agree that neither my  successors-in-interest nor legal heirs retain any Moral  Rights in any Company Inventions (and any Intellectual  





 






3  Property Rights with respect thereto).  2.4 Unassigned or Nonassignable Inventions.  I  recognize that this Agreement will not be deemed to  require assignment of any Invention that is covered under  California Labor Code section 2870(a) (the “Specific  Inventions Law”), as detailed on Attachment 2.    2.5 Obligation to Keep Company Informed.   During the period of my employment and for one (1) year  after termination of my employment, I will promptly and  fully disclose to Company in writing all Inventions  authored, conceived, or reduced to practice by me, either  alone or jointly with others.  In addition, I will promptly  disclose to Company all patent applications filed by me or  on my behalf within one (1) year after termination of  employment.  At the time of each such disclosure, I will  advise Company in writing of any Inventions that I  believe fully qualify for protection under the provisions  of the Specific Inventions Law; and I will at that time  provide to Company in writing all evidence necessary to  substantiate that belief.  Company will keep in confidence  and will not use for any purpose or disclose to third  parties without my consent any confidential information  disclosed in writing to Company pursuant to this  Agreement relating to Inventions that qualify fully for  protection under the Specific Inventions Law.  I will  preserve the confidentiality of any Invention that does not  fully qualify for protection under the Specific Inventions  Law.      2.6 Government or Third Party.  I agree that, as  directed by Company, I will assign to a third party,  including without limitation the United States, all my  right, title, and interest in and to any particular Company  Invention.    2.7 Ownership of Work Product.  I agree that  Company will exclusively own all work product that is  made by me (solely or jointly with others) within the  scope of my employment, and I hereby irrevocably and  unconditionally assign to Company all right, title, and  interest worldwide in and to such work product.  I  acknowledge that all original works of authorship which  are made by me (solely or jointly with others) within the  scope of my employment and which are protectable by  Copyright are “works made for hire,” pursuant to United  States Copyright Act (17 U.S.C., Section 101).  I  understand and agree that I have no right to publish on,  submit for publishing, or use for any publication any  work product protected by this Section, except as  necessary to perform services for Company.  2.8 Enforcement of Intellectual Property Rights  and Assistance.  I will assist Company in every proper  way to obtain, and from time to time enforce, United  States and foreign Intellectual Property Rights and Moral  Rights relating to Company Inventions in any and all  countries.  To that end I will execute, verify and deliver  such documents and perform such other acts (including  appearances as a witness) as Company may reasonably  request for use in applying for, obtaining, perfecting,  evidencing, sustaining and enforcing such Intellectual  Property Rights and the assignment thereof.  In addition, I  will execute, verify and deliver assignments of such  Intellectual Property Rights to Company or its designee,  including the United States or any third party designated  by Company.  My obligation to assist Company with  respect to Intellectual Property Rights relating to such  Company Inventions in any and all countries will  continue beyond the termination of my employment, but  Company will compensate me at a reasonable rate after  my termination for the time actually spent by me at  Company's request on such assistance. In the event  Company is unable for any reason, after reasonable effort,  to secure my signature on any document needed in  connection with the actions specified in this paragraph, I  hereby irrevocably designate and appoint Company and  its duly authorized officers and agents as my agent and  attorney in fact, which appointment is coupled with an  interest, to act for and in my behalf to execute, verify and  file any such documents and to do all other lawfully  permitted acts to further the purposes of the preceding  paragraph with the same legal force and effect as if  executed by me.  I hereby waive and quitclaim to  Company any and all claims, of any nature whatsoever,  which I now or may hereafter have for infringement of  any Intellectual Property Rights assigned under this  Agreement to Company.   2.9 Incorporation of Software Code.  I agree that  I will not incorporate into any Company software or  otherwise deliver to Company any software code licensed  under the GNU General Public License or Lesser General  Public License or any other license that, by its terms,  requires or conditions the use or distribution of such code  on the disclosure, licensing, or distribution of any source  code owned or licensed by Company except in strict  compliance with Company’s policies regarding the use of  such software.  3. RECORDS.  I agree to keep and maintain adequate and current records (in the form of notes, sketches,  drawings and in any other form that is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period of my employment at Company, which records will be available to and remain the sole property of Company at all times. 





 






4  4. DUTY OF LOYALTY DURING EMPLOYMENT.  I  agree that during the period of my employment by Company I will not, without Company's express written consent, directly or indirectly (a) engage in any other employment or (b) engage in any other activities that are competitive with, or would otherwise conflict with, my employment by Company. 5. NO SOLICITATION OF EMPLOYEES, CONSULTANTS, OR CONTRACTORS.  I agree that during the period of my employment and for the one (1) year period after the date  my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer,  director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Company solicit, induce, encourage, or participate in soliciting, inducing or encouraging any employee, consultant, or independent contractor of Company to terminate his, her or its relationship with  Company, even if I did not initiate the discussion or seek  out the contact.  6. REASONABLENESS OF RESTRICTIONS.  I agree that I have read this entire Agreement and understand it.  I agree that this Agreement does not prevent me from earning a living or pursuing my career.  I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests.  I represent and agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it. 7. NO CONFLICTING AGREEMENT OR OBLIGATION.  I  represent that my employment by Company does not and will not breach any agreement with any former employer or third party, including any noncompete agreement or any agreement to keep in confidence or refrain from using  information acquired by me prior to my employment by Company.  I further represent that I have not entered into,  and will not enter into, any agreement, either written or oral, in conflict with my obligations under this Agreement. 8. RETURN OF COMPANY PROPERTY.  Subject to the nondisclosure requirements of Section 1.1 above, upon termination of my employment or upon Company’s request at any other time, I will deliver to Company any and all of Company’s property and equipment and any and all drawings, notes, memoranda, specifications, devices, formulas and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Confidential Information of Company.  I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I  return it to Company.  In addition, if I have used any  personal computer, server, or e-mail system to receive,  store, review, prepare or transmit any Company  information, including but not limited to, Confidential  Information, I agree to provide Company with a  computer-useable copy of all such Confidential  Information and then permanently delete and expunge  such Confidential Information from those systems; and I  agree to provide Company access to my system as  reasonably requested to verify that the necessary copying  and/or deletion is completed.  I further agree that any  property situated on Company’s premises and owned by  Company, including disks and other storage media, filing  cabinets or other work areas, is subject to inspection by  Company’s personnel at any time with or without notice.     9. LEGAL AND EQUITABLE REMEDIES.  9.1 I agree that it may be impossible to assess the  damages caused by my violation of this Agreement or any  of its terms.  I agree that any threatened or actual  violation of this Agreement or any of its terms will  constitute immediate and irreparable injury to Company,  and Company will have the right to enforce this  Agreement and any of its provisions by injunction,  specific performance or other equitable relief, without  bond and without prejudice to any other rights and  remedies that Company may have for a breach or  threatened breach of this Agreement.  9.2 In the event Company enforces this Agreement  through a court or arbitration order, I agree that the  restrictions of Sections 5 will remain in effect for a period  of twelve (12) months from the effective date of the order  enforcing the Agreement.   10. NOTICES.  Any notices required or permitted under this Agreement will be given to Company at its  headquarters location at the time notice is given, and to me at my address as listed on Company payroll, or at such other address as Company or I may designate by written notice to the other.  Notice will be effective upon receipt or refusal of delivery.  If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark.  If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt. 11. NOTIFICATION OF NEW EMPLOYER.  If I leave the employ of Company, I consent to the notification of my new employer of my rights and obligations under this  Agreement, by Company providing a copy of this  Agreement or otherwise. 





 






5  12. GENERAL PROVISIONS. 12.1 Governing Law.  This Agreement will be governed by and construed according to the laws of the  State of California as such laws are applied to agreements  entered into and to be performed entirely within  California between California residents.   12.2 Severability.  In case any one or more of the  provisions, subsections, or sentences contained in this  Agreement will, for any reason, be held to be invalid,  illegal or unenforceable in any respect, such invalidity,  illegality or unenforceability will not affect the other  provisions of this Agreement, and this Agreement will be  construed as if such invalid, illegal or unenforceable  provision had never been contained in this Agreement.  If  moreover, any one or more of the provisions contained in  this Agreement will for any reason be held to be  excessively broad as to duration, geographical scope,  activity or subject, it will be construed by limiting and  reducing it, so as to be enforceable to the extent  compatible with the applicable law as it will then appear.   12.3 Successors and Assigns.  This Agreement is  for my benefit and the benefit of Company, its successors,  assigns, parent corporations, direct and indirect  subsidiaries, affiliates, and purchasers, and will be  binding upon my heirs, executors, administrators and  other legal representatives.  12.4 Survival.  This Agreement shall survive the  termination of my employment, regardless of the reason,  and the assignment of this Agreement by Company to any  successor in interest or other assignee.  12.5 Employment At-Will.  I agree and understand  that nothing in this Agreement will change my at-will  employment status or confer any right with respect to  continuation of employment by Company, nor will it  interfere in any way with my right or Company's right to  terminate my employment at any time, with or without  cause or advance notice.  12.6 Waiver.  No waiver by Company of any breach  of this Agreement will be a waiver of any preceding or  succeeding breach.  No waiver by Company of any right  under this Agreement will be construed as a waiver of  any other right.  Company will not be required to give  notice to enforce strict adherence to all terms of this  Agreement.  12.7 Export.  I agree not to export, reexport, or  transfer, directly or indirectly, any U.S. technical data  acquired from Company or any products utilizing such  data, in violation of the United States export laws or  regulations.  12.8 Entire Agreement.  The obligations pursuant  to Sections 1 and 2 of this Agreement will apply to any  time during which I was previously engaged, or am in the  future engaged, by Company as a consultant (except  Subsection 2.4) or employee if no other agreement  governs nondisclosure and assignment of inventions  during such period.  This Agreement is the final,  complete and exclusive agreement of the parties with  respect to the subject matter of this Agreement and  supersedes and merges all prior discussions between us.  No modification of or amendment to this Agreement, will  be effective unless in writing and signed by the party to  be charged.  Any subsequent change or changes in my  duties, salary or compensation will not affect the validity  or scope of this Agreement.   





 






This Agreement shall be effective as of the first day of my employment with Company.   6  COMPANY: ACCEPTED AND AGREED: EMPLOYEE: I HAVE READ, UNDERSTAND, AND ACCEPT THIS  AGREEMENT: /S/ BRIANNA GERBER (Signature) (Signature) /S/ JORDAN A. GROPACK By: Brianna Gerber Title: Senior Director - FP&A and IR Date: 9/17/2018 Address:  By: Jordan A. Gropack Title: VP of People Date: 9/17/2018 Address:  





 






ATfACHM€NT 1  PRJOR INVENTIONS  TO: Cbroma.Dex Corporal!ion  FROM: /S/ BRIANNA GEBER DA TE:  9-17-2018 SUBJECT: Prior [nnntions  1. Except as listed in Section 2 below, the following is a complete list of aJI inventions or  improvements relevant to the subject matter of my employment by Cl:tromaDex CorponttOa  ('X:ompany") that have been made or conceived or first reduced to practice by me alone or jointly with others prior to myengagemenl by Company:  �  No inventions or improvements.  D Sec below:  0 Additional sheets attached. 1, Due to a prior eonfidentlality agreement, I cannot complete the disclosure under Section I above with respect ro inventions or improvemenrs generally listed below, the  intellectual property rights and duty of confidentiality with respect to whic.h I owe to the­ following par1y(ie$):  I.  2. 3.  lanntioa or Improvement 0 Additional sheets attached. Party(! .. ) Rela1ionsb1p  





 






2  ATTACHMENT 2  LIMITED EXCLUSION NOTIFICATION  This is to notify you in accordance with Section 2872 of the California Labor Code that  the foregoing Agreement between you and Company does not require you to assign or offer to  assign to Company any Invention that you develop entirely on your own time without using  Company’s equipment, supplies, facilities or trade secret information, except for those  Inventions that either:  (a) Relate at the time of conception or reduction to practice to Company’s business, or actual or demonstrably anticipated research or development; or  (b) Result from any work performed by you for Company. To the extent a provision in the foregoing Agreement purports to require you to assign an  Invention otherwise excluded from the preceding paragraph, the provision is against the public  policy of this state and is unenforceable.  This limited exclusion does not apply to any patent or Invention covered by a contract  between Company and the United States or any of its agencies requiring full title to such patent  or Invention to be in the United States.