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Exhibit 10.3
SHAREHOLDER AGREEMENT
DATE: December 23, 2005
PARTIES:
Health Fitness Corporation
a Minnesota corporation
(the "Corporation")
Peter A. Egan
("Egan")
John F. Ellis
("Ellis")
(Egan and Ellis sometimes referred to individually as "Shareholder"
or
together as "Shareholders")
RECITALS:
A. The parties are among the parties to that certain Stock
Purchase
Agreement dated December 23, 2005 (the
"Purchase Agreement"), pursuant to which
the Corporation is purchasing certain
shares of stock of HealthCalc.Net, Inc.
from the Shareholders and others.
B. A portion of the consideration paid by the Corporation to
the
Shareholders at the closing of the
transaction described in the Purchase
Agreement (the "Transaction"), or which may
be paid in the future as contingent
consideration provided for in the Purchase
Agreement, consists of shares of
common stock of the Corporation (the
"Corporation Stock").
C. As a part of and a condition to the Transaction, and as
additional
consideration therein, the parties have
agreed to certain matters relating to
the time following the closing of the
Transaction, and the parties desire to set
forth such agreements herein.
NOW, THEREFORE, in consideration of the foregoing and other good
and
valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties agree as
follows:
AGREEMENTS:
ARTICLE 1.
RIGHT OF FIRST REFUSAL
1.1) General. In the event either Shareholder shall intend to
sell,
assign or otherwise dispose of (a "Sale")
his or their shares of Corporation
Stock under conditions constituting a
"Designated Sale" as defined below, the
right of first refusal granted to the
Corporation pursuant to this Article 1
shall apply.
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1.2) Designated Sale.
A Designated Sale for purposes of this Agreement
shall be any Sale or interrelated series of
Sales by either or both of the
Shareholders which:
(a) Constitutes a private sale not involving the consummation
of a public market transaction; and
(b) Immediately after the Sale, the transferee is a
shareholder of
the Corporation who is required to file Schedule 13D or
13G with the Securities Exchange Commission.
1.3) Grant of Right of First Refusal. Each of the Shareholders
hereby
grants to the Corporation the right, as
further described herein, to purchase
from the Shareholders, at the price and on
the terms described herein, all but
not part of the Corporation Stock proposed
to be disposed of in a Designated
Sale.
1.4)
