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EXHIBIT 10.2
KONTRON EMBEDDED COMPUTERS AG
Oskar-von-Miller Strasse 1
85386 Eching, Germany
August 16, 2000
Industrial-Works Holding Co., LLC
19200 Von Karman Avenue, Suite 400
Irvine, CA 92612
Gentlemen:
Re: Amendment to Option to Purchase Bearer Shares of Kontron
This letter confirms our agreement with respect to the amendment of the Option
to Purchase dated as of June 29, 2000 (the "Second Option"), issued by Kontron
Embedded Computers AG (the "Company") in favor of Industrial-Works Holding Co.,
LLC ("Holder"). Terms used but not defined herein are used as defined in the
Second Option.
1. Title of Second Option. The title of the Second Option is
hereby amended in its entirety to read as follows:
OPTION TO PURCHASE
62,000 BEARER SHARES
WITHOUT PAR VALUE
2. Increase in Number of Kontron Shares and FieldWorks Shares.
The first preliminary paragraph of the Second Option is hereby
amended in its entirety to read as follows:
This Option is issued for value received, in consideration of
the execution and delivery of that certain Purchase and Option
Agreement, dated as of June 29, 2000 (the "FWRX Agreement") by
and among, Fieldworks, Incorporated, a Minnesota corporation
("Fieldworks"), FWRKS Acquisition Corp., a wholly owned
subsidiary of Kontron Embedded Computers AG, the issuer of
this Option, Industrial-Works Holding Co., LLC, a Delaware
limited liability company ("Purchaser"). Purchaser for such
consideration and its successors or permitted assigns
("Holder"), is entitled to purchase from Kontron Embedded
Computers AG, a German corporation (the "Company"), 62,000
fully paid and nonassessable no par bearer shares of the
Company (the "Kontron Shares"; the "Company Stock"), in
exchange for a number of shares of Series B Convertible
Preferred Stock of Fieldworks and Series C Convertible
Preferred Stock of Fieldworks held by the Purchaser, which
preferred shares are convertible into an aggregate of
3,400,000 shares of common stock of Fieldworks (collectively,
the "Fieldworks Shares"; the "Exercise Price").
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3. Partial Exercise; Extension Expiration Date. The second
preliminary paragraph of the Second Option is hereby amended
in its entirety to read as follows: This Option may be
exercised with respect to 42,000 Kontron Shares after October
1, 2000 and prior to the Closing Date (the "First Exercise"),
and with respect to the remaining 20,000 Kontron Shares on the
Closing Date (the "Second Exercise"). The Exercise Price shall
be allocated between the First Exercise and the Second
Exercise in a manner consistent with the allocation of Kontron
Shares between the First Exercise and the Second Exercise. If
the transactions contemplated by the FWRX Agreement fail to
close on or before February 15, 2001, or if this Option is not
exercised on or prior to the Closing Date of such transactions
(as defined in the FWRX Agreement)(the "Closing Date"), this
Option shall expire and shall become null and void.
4. Notice of Exercise. Section 1 of the Second Option is hereby
amended in its entirety to read as follows: If the Holder
elects to exercise its rights under this Option, the Holder
shall provide notice to the Company after October 1, 2000 and
on or prior to the Closing Date of its irrevocable intent to
exercise this Option in accordance with the procedures
described below (the "Notice"), which Notice shall state
whether it refers to the First Exercise or the Second
Exercise. Once given, the Notice shall be irrevocable, and,
subject to Section 9, shall create a binding obligation upon
the Holder to transfer the Fieldworks Shares specified in the
Notice to the Company, and upon the Company to issue the
Kontron Shares to the Holder in exchange for such Fieldworks
Shares. Upon giving Notice to the Company, the Holder may not
take any action to transfer, pledge, or otherwise encumber or
dispose of, the Fieldworks Shares subject to the notice except
in connection with this Option, unless the transactions
contemplated hereby fail to close.
5. Exercise. Section 2 of the Second Option is hereby amended in
its entirety to read as follows: Following delivery of a
Notice, the rights represented by this Option and such Notice
shall be exercised by the Holder, for the number of the
Kontron Shares specified therein, by delivery to the Company
(or its designated representative) on the date of exercise
with respect to the First Exercise, and on the Closing Date
with respect to the Second Exercise, of payment to the Company
in the form of one or more stock certificates representing the
Fieldworks Shares, with stock powers properly endorsed and
signatures guaranteed, in full payment of the Exercise Price
for the Kontron Shares. The Kontron Shares shall be deemed to
be issued as of the close of business on the date of exercise
with respect to the First Exercise, and on the Closing Date
with respect to the Second Exercise. Certificates for the
Kontron Shares shall be delivered to Holder on the later of
the date such Kontron Shares are deemed to be issued and the
time Holder delivers the certificates representing the
Exercise Price. If not delivered within such time, such
certificates shall at Holder's option be replaced by cash
having a value equal to the greatest value of the Kontron
Shares in the period from date such Kontron Shares are deemed
to be issued to the date three days after the Closing Date or,
if later, February 28, 2001 (the "Cash Value"). Holder may, in
lieu thereof, require specific performance of Kontron's
obligation to deliver the Kontron Shares; and Holder, in its
sole discretion,
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August 16, 2000-IWHC OPTION
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may require that Kontron deliver a bank guarantee from a major
institutional bank satisfactory to Holder that guarantees
Holder that it will receive the Cash Value on March 1, 2001,
if Kontron has not delivered the certificates for the Kontron
Shares on or before February 28, 2001.
6. Conditions to Closing. Section 9 of the Second Option is
hereby amended to confirm that the closing of the transactions
contemplated by the First Exercise of the Option is not
subject to the conditions specified therein, but that the
closing of the transaction contemplated by the Second Exercise
of the Option is subject to the conditions specified therein.
7. Termination. Section 13 of the Second Option is hereby amended
to extend the November 15, 2000 dates therein to February 15,
2001.
8. Entire Agreement. This letter agreement supplements the
existing Second Option, which shall continue to remain in full
force and effect except as amended hereby.
9. Binding Effect. Upon execution of this letter agreement by
each of the parties hereto, this letter shall constitute and
create, and shall be deemed to constitute and create, legally
binding and enforceable obligations on the part of each party
to this letter.
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August 16, 2000-IWHC OPTION
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If the foregoing terms and conditions are acceptable to you, please so indicate
by signing and returning this letter.
Very truly yours,
KONTRON EMBEDDED COMPUTERS AG
By: /s/ Hannes Niederauser
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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
AGREED TO AND ACCEPTED:
INDUSTRIAL-WORKS HOLDING CO., LLC
By: /s/ Michael E. Johnson
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Michael E. Johnson
Authorized Signatory
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August 16, 2000-IWHC OPTION
