Offer Letter Agreement with Jason Shelton dated August 22, 2005



 Exhibit 10.12 
 BioForm Logo 
 August 22, 2005 
 Mr. Jason Shelton 
 [HOME ADDRESS] 
 Dear Jason:

 We are delighted to offer you employment as Vice President, Marketing with BioForm Medical, Inc. This position will be based in the San
Mateo, CA office, and begin TBD, reporting to Steve Basta, President and CEO. 
 Your annual base salary will be $194,000, paid bi-weekly. In
addition, you will receive a one-time sign on bonus of $20,000, and will be eligible for the management bonus program, with a bonus opportunity of 30%. 
 Management shall recommend to the Board that you receive an incentive stock option (ISO) for 200,000 shares of common stock. Only the Board of Directors in its sole discretion can grant the ISO, and it may be
increased or decreased on terms or provisions altered by the Board prior to grant. The Board of Directors price the options at the next meeting and begin vesting retrospectively to your date of hire on the following schedule: 25% on the one
(1) year anniversary of vesting commencement date, and 1/48 of the options shall vest each month thereafter over a 4-year total vesting period, subject to your continued employment. 
 BioForm Medical, Inc.’s benefits include health and dental insurance, short and long-term disability, 15 days paid time off (PTO), 401K savings
plan, and flexible spending account, along with standard paid holidays. 
 The health, dental, 401K, and short/long term disability coverage
become effective the first of the month after the date of hire. Until these benefits become effective, we will pay you for your COBRA insurance costs to ensure continuation of your benefits. 
 Your position is exempt under the Fair Labor Standards Act. This position and all other positions at the company are intended to be “at will”
positions under California law and can be terminated with or without cause and with or without notice at any time by either you or the company. Please note that the sign-on bonus is subject to reimbursement to BioForm Medical Inc. if you choose to
terminate your employment prior to completing one year of service. 








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 On your first day of employment, please be sure to bring social security numbers and dates of birth
for you and all your dependents. In addition, please be sure to bring eligibility for employment information to complete the I-9 form. 
 If
you accept this offer of employment, please sign this letter and send it along with a fresh copy of your resume to Rashmi Shah at our San Mateo office. Additionally, this offer is extended to you with the condition of signing our “Agreement
Regarding Proprietary Information and Inventions” upon starting your new role. Please confirm your acceptance by Thursday, August 25, 2005. 
 The BioForm Medical, Inc. team looks forward to you joining us in our very exciting venture. I personally look forward to working with you and to the substantial contribution that I believe you will make to our team.

  

							
	Sincerely,	 		 	Offer Accepted:	 	
			
	 /s/ Steven L. Basta
	 		 	 /s/ Jason Shelton

	Steven L. Basta	 		 	(Signature)	 	8/26/05
	President & CEO	 		 	Print Name: Jason Shelton