EXHIBIT 4.10
Self/help technologies
Stock Option
To: Gina McGuiness
From: Self/help technologies
Subject: Stock Option
Beginning Date: September 8, 1998
Projects to be completed under Startup Equity Program .....
Stock Option Compensation .......................Option to purchase 5,000 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 or in addition to salary or contract
payments.
Terms and Conditions
The Company is offering a Stock Option Plan whereby certain professionals,
employees and 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 shares in the Company. The cost to exercise each share will
be $.01. The amount of shares allocated to each employee will be based upon the
employee's experience, and the potential value of the employee's contribution to
the business. It should be clear to each employee 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 creates a public market for it's stock.
The purpose of the Stock Option Plan is to provide an incentive to the employee,
and to insure the employee's confidentially. It is the intent of the Company to
complete a public offering as soon as revenues and profits reach an acceptable
level. The Company cannot guarantee that it will be successful in arranging for
a public offering within a reasonable 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 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 employee 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 employee 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 five
years. In exchange for the option, the employee agreeds to hold all information
regarding the Company's products and services confidential, and shall not
transmit any information regarding the Company's products, services and
operations to others whether in the form of written or verbal communications. In
addition, and shall not transmit any information regarding the Company's
products, services and operations to others whether in
the form of written or verbal communications. In addition, the employee agrees
not to compete directly with the Company in any way for a period of nine months
from the time of seperation from the Company.
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 employee. 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. This stock option grant is based on the total shares of
the Company totaling 7.0 million shares prior to any financings by the Company
subsequent to January 1, 1999.
In the event the Company is sold the holders of stock will receive their
pro-rata share of the purchase.
The employee 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 employee to seek professional advice regarding the
merits and terms and conditions of this plan and to fully investigate the
Company and the background of it's founder David R. Humble prior to agreeing to
this plan.
This offer to participate in the Company's Stock Option Plan represents the
entire offer and any other consideration for consulting work provided to the
Company must be in writing.
Accepted: /s/ Gina McGuiness Date 7/29/99 as of 9/8/98
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/s/ David Humble Date 9/8/98
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Self/help technologies
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