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EXHIBIT 10.3
Kontron Embedded Computers AG
August 15, 2000
Mr. Robert Szymborski
10629 Sherman Drive
Eden Prairie, MN 55347
Dear Mr. Szymborski:
This letter confirms our agreement to purchase and your agreement to sell
782,916 shares of common stock of Fieldworks at a purchase price of US$ 1.23 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 purchase price by wire transfer to an account
designated by you.
This letter will also confirm your agreement to terminate your employment
agreement with Fieldworks Incorporated ("Fieldworks"), and Fieldworks to
terminate, Paragraph 2 of the Founders Non-Competition and Non-Solicitation
Agreement with you and Fieldworks, which relate to the termination payments owed
to you and the non-complete provisions binding on you. The remaining provisions
of that agreement shall remain in effect. No other compensation or payments
will be made by Fieldworks.
If the foregoing terms and conditions are acceptable to you, please indicate so
by signing this letter and returning it to the attention of Kontron.
Kontron Embedded Computers
/s/ Hannes Niederhauser
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President
/s/ Rudi Wieczorek
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Chief Technical Officer
Agreed to and accepted:
/s/ Robert Szymborski
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