Calorie Management Systems, Inc. Employment Offer Letter to Noel Johnson as CEO (May 17, 1999)

Summary

Calorie Management Systems, Inc. offers Noel Johnson the position of Chief Executive Officer starting May 17, 1999, with a monthly salary and eligibility for standard employee benefits. The offer includes the right to purchase 600,000 shares of company stock, with 400,000 shares subject to a repurchase option that lapses over two years. Employment is at-will, meaning either party can end it at any time. The agreement requires compliance with company policies, proof of work eligibility, and arbitration for most disputes. Acceptance is confirmed by signing and returning the letter and a confidentiality agreement.

EX-10.25 18 a2075345zex-10_25.htm EXHIBIT 10.25
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EXHIBIT 10.25

CALORIE MANAGEMENT SYSTEMS, INC.

May 17, 1999

Noel Johnson

Dear Noel:

        I am pleased to offer you a position with Calorie Management Systems, Inc., formerly Mault Calorimetry, Inc. (the "Company") as its Chief Executive Officer, commencing on May 17, 1999, subject to our satisfactory review of your references. You will receive a monthly salary of $14,583.33, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. This is an exempt position. As a Company employee, you are also eligible to receive all employee benefits offered by the Company to its other employees in similar positions. The Company will provide you separately details of the current employee benefits. The Company retains the right to modify or change its benefits and compensation policy from time to time as it deems necessary.

        In addition, it will be recommended to the Company's Board of Directors that you be issued and sold 600,000 shares of Common Stock at $.01 per share pursuant to a Restricted Stock Purchase Agreement and 400,000 of such shares would be subject to the Company's repurchase option and would be released from such repurchase option monthly over a two year period as set forth in detail in the Restricted Stock Purchase Agreement.

        You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause.

        For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

        I have enclosed our standard Employee Confidential Information and Invention Assignment Agreement. If you accept this offer, please return to me a signed copy of that agreement. As an employee of the Company, you will be expected to abide by the Company's rules and regulations.

        In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara County, California. HOWEVER, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company's trade secrets or proprietary information.

        To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below and return it to me. A duplicate original is enclosed for your records. This letter, along with the agreement relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether



written or oral. This letter may not be modified or amended except by a written agreement, signed by the Company and by you.

        We look forward to working with you at the Company.

    Sincerely,  

 

 

CALORIE MANAGEMENT SYSTEMS, INC.

 

 

By:

/s/  DR. JAMES R. MAULT      
    Title: President
ACCEPTED AND AGREED TO this
27th day of May, 1999
     

/s/  NOEL JOHNSON      
Noel Johnson

 

 

 

Encs.:

 

Copy of Original Letter
Employee Confidential Information and Invention Assignment Agreement

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    EXHIBIT 10.25