EXHIBIT 4.5
Self /help technologies
Letter of Understanding
Startup Equity Program
To: Mr. Steve Johnson
From: Self/help technologies
Subject: Startup Equity Program
Beginning Date: June 1,1996
Projects to be completed under Startup Equity Program ..... Development of the
software to deliver the Practi/cal and other programs to consumers via an
interactive terminal. Work to be considered half time.
Stock Option Compensation ..... Option to purchase 40,000 shares of Self/help
technologies at $.01 per share to be vested at 1 /12 each month for 12 months in
exchange for project work.
Salary: $75,000 (Full time and subject to the terms and conditions of the
Startup Equity Program & pending completion of private placement financing)
Title: As an employee, the title for the position will be Director of Software
Development
Terms and Conditions of Program
The Company is offering a Startup Equity Program whereby certain professionals
(consultants) with specific skills required by the Company to complete
development and begin marketing of it's product will be given the option to
purchase founding shares in the Company in exchange for services provided by
these individuals. This program will be limited to seven professional
consultants. The cost of these shares will be $.01 each. The amount of shares
allocated to each consultant will be based upon the consultants experience and
the potential value of the consultants contribution, as agreed upon between the
Company and the consultant. The option, and any stock acquired on the basis of
the option will be consider full compensation for the services provided by the
consultant. It should be clear to each consultant that the option, and the
underlying stock of the Company has no market at this time, and for all
practical purposes has no value, and will continue to have no value until the
company completes development of it's product, completes a private placement of
stock and creates a public market for it's stock via a public offering.
The purpose of the Startup Equity program is to conserve the cash of the company
in advance of a planned private placement of stock to be completed in
approximately six months. It is the intent of the Company to follow the private
placement with a public offering. The Company cannot guarantee that it will be
successful in securing private placement or public offering funds in the
expected time period, or at all. The conditions of the market, failure on the
part of the Company to reach it's goals and any number of other factors may
prevent the Company from securing funds to continue operations. Should the
Company fail in it's attempt to secure
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funds to continue operations the stock in the Company will have no value and the
Company may cease operations.
The stock option offered to an individual will vest at the rate of 8.33% per
month over a period of 12 months. During this period the Company may terminate
the working relationship with the consultant for any reason, or the individual
may cease work for any reason. At the time of termination the stock option will
be adjusted to reflect the total due the consultant for the weeks or partial
weeks he/she was associated with the Company. The option will be for a term of
10 years.
The capitalization of the Company is planned to develop as follows, although
there can be no assurance that this plan can be completed on time, or at all, or
that the total number of shares of the Company will be as stated. An increase in
the number of shares planned, if significant, would dilute the value of the
shares allocated to the consultant. Market conditions, the progress of the
Company and other factors can and will affect the number of shares required to
complete the Company's financing. Approximately 7.0 million shares are planned
of which approximately 33% will be allocated for the private placement and 33%
for the public offering. The balance of the shares will be retained by the
Company and management to insure effective control in the operation of the
business.
The consultant should be aware that, in the opinion of the Company, once a
public market for the Company's stock exists, should the consultant exercise the
option to purchase the stock the difference between the option price and the
value of the stock will be considered income. Any gain in value between the time
the consultant exercises the option and the time the stock is sold will be
considered capital gain.
In the event the Company is sold the holders of stock will receive their
pro-rata share of the purchase.
Consultants participating in the Startup Equity Program will be offered
positions at the Company when the private placement financing is completed to
fund the Company through the development stage. This offer will be specific as
to the position and salary but may be modified by the Company based upon
performance of the consultant during the Startup Equity Program period. A
consultant who becomes an employee of the Company will be considered to be part
of the original management team and eligible for stock options and other Company
benefits.
As part of the Startup Equity Program the Company has made available to the
consultant a Business Plan and a Market Research Report that includes financial
and other projections for the business. The Business Plan and Market Research
Report should be used by the consultant as the primary basis for participation
in the Program.
The Company believes the market research and business plan accurately reflect
the prospects for the Company and has used it's best efforts in the preparation
of the materials, however, there can be no assurance that the Company will be
successful in implementing it's plan or that the financial projections will be
realized. Should the Company fail to reach the objectives outlined in the plan
the value of the Company and it's stock will be affected materially, or the
Company may not reach sufficient sales or profit levels to continue operations.
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The consultant should consider that valuations placed on companies can vary
greatly depending upon the markets expectation of sales and profits at a point
in the future. Many factors can effect projections including competition,
interest rates, stock market conditions and a number of other factors. While the
Company has spent a great deal of time researching and developing it's business
plan and financial projections there can be no certainty that these projections
are in fact realistic, given the number of factors that can influence the
projections both negatively and positively.
The Company encourages the consultant to seek professional advice regarding the
merits and terms and conditions of this Startup Equity Program and to fully
investigate the Company and the background of it's founder David R. Humble prior
to providing consulting services in exchange for equity under this program.
This offer to participate in the Startup Equity Program represents the entire
offer and any other consideration for consulting work provided to the Company
must be in writing.
Accepted: /s/ Steve Johnson Date 6/24/96
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/s/ David R. Humble Date 6/19/96
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Self/help technologies
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Self/help technologies
Letter of Understanding
To: Mr. Steve Johnson
From: Self/help technologies
Subject: Employment
Starting Date: Approximately November 18, 1998
It is our understanding you will join Self/Help Technologies on approximately
November 18, 1998 under the following terms and conditions.
Position: Chief Technology Officer (CTO)
Responsibilities: Developing the Company's products and services, and managing
the software, hardware, and communications systems to support Company
operations.
Stock Option Compensation ..... An Option to purchase an additional 60,000
shares of the Company's stock at $.01 per share to be vested at 1 /12 each month
for 12 months beginning November 18th, 1998. The option will continue to vest as
long as you are associated with the Company. You currently hold an option to
purchase 40,000 shares at $.01 that is fully vested at this time. This option,
and the original option, are based on a Company capitalization of 7.0 million
shares. At this time, there is no market value for the Company's shares, and
there is no assurance the shares, or the option, will have a value in the
future.
Salary: $85,000 Annually.
Other Benefits: The Company plans to provide a medical program for all employees
in the near future, and will share a portion of the costs with employees.
Accepted: /s/ Steve Johnson Date: 11/3/98
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/s/ David R. Humble Date: 11/3/98
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STOCK OPTION AGREEMENT
THIS AGREEMENT IS MADE as of the 28t" day of July, 1999 between
eDiets.com, Inc., a Delaware corporation (the "Company") and Steven Johnson (the
"Optionee").
WHEREAS, the Company desires to grant the Optionee an option to
purchase shares of its common capital stock (the "Shares") under the terms and
upon the conditions contained herein.
NOW, THEREFORE, in consideration of the following mutual covenants and
for other good and valuable consideration, the parties hereto agree as follows:
1. The Company grants to the Optionee the option to purchase all
or any part of an aggregate of 127,267 shares. The options
shall be exercisable over a period of ten (10) years from the
date hereof at a purchase price of $2.00 per share. The
options will vest (that is, become exercisable, at the rate of
4.17% per month over a period of two (2) years from the date
hereof. During this period, the Company may terminate the
working relationship with the Optionee for any reason, or the
Optionee may cease work with the Company for any reason. At
the time of termination, all unvested options will lapse and
there will be an adjustment to reflect the total that are
vested for weeks or partial weeks Optionee was associated with
the Company.
2. The option may be exercisable in whole or in part (with
respect to vested options) by giving written notice to the
Company. Such written notice shall state the number of shares
with respect to which the option is being exercised and shall
specify a date not less than five (5), no more than ten (10),
days after the date of such written notice as the date on
which the shares will be purchased. On the date specified in
the notice, the shares shall be payable in cash, by certified
check or bank check, or by wire transfer.
3. If the shares to be issued upon an exercise of an option shall
not have been effectively registered under the Securities Act
of 1933, as amended, the Optionee shall warrant to the Company
that at the time of such exercise he or she is acquiring his
or her option shares for investment and not with a view to, or
for sale in connection with the distribution of any such
shares.
IN WITNESS WHEREOF, the Company and the Optionee have duly signed this
Agreement as of the day and year first above written.
eDiets.com, Inc.
By: /s/ David R. Humble
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David R. Humble, CEO
/s/ Steven Johnson
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Steven Johnson, Optionee
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