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EXHIBIT 10.8
KONTRON EMBEDDED COMPUTERS AG
Oskar-von-Miller Strasse 1
85386 Eching, Germany
July 11, 2000
FAX: 952-472-8329 Call First
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Mr. Gary Beeman
3600 Tuxedo Road
Mound, MN 55364
Dear Mr. Beeman:
Re: Purchase of Shares; Partial Termination of Agreement
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This letter confirms our agreement to purchase, and your
agreement to sell, 204,076 shares of common stock of FieldWorks at a purchase
price of US$1.10 per share. The closing of the purchase of these shares will
occur within three business days. At the closing you will deliver certificates
for these shares and appropriate instruments of transfer, and Kontron Embedded
Computers AG ("Kontron"), will deliver the total purchase price by wire transfer
to an account designated by you.
This letter will also confirm your agreement to terminate, and
FieldWorks Incorporated ("FieldWorks") to terminate, Paragraphs 2 and 3 of the
Founders Non-Competition and Non-Solicitation Agreement between you and
FieldWorks, which relate to the termination payments owed to you and the
non-compete provisions binding on you. The remaining provisions of that
agreement shall remain in effect. In further consideration of this termination,
FieldWorks will pay you $36,000 within three business days of the date this
letter is signed.
If the foregoing terms and conditions are acceptable to you,
please so indicate by signing this letter and returning it to the attention of
Kontron.
Very truly yours,
KONTRON EMBEDDED COMPUTERS AG
By: /s/ Hannes Niederhauser
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Hannes Niederhauser
President and Member of Management Board
By: /s/ Rudi Wieczorek
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Rudi Wieczorek
Chief Technical Officer and
Member of Management Board
July 11, 2000
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Kontron Embedded Computers, AG
Letter to Gary Beeman
July 11, 2000
Page 2
AGREED TO AND ACCEPTED:
/s/ Gary Beeman
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Gary Beeman
FIELDWORKS, INCORPORATED
By: /s/ David G. Mell
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David G. Mell
Chief Executive Officer
July 11, 2000
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