Share Purchase and Partial Termination Agreement among Kontron Embedded Computers AG, Gary Beeman, and FieldWorks, Inc.

Summary

Kontron Embedded Computers AG agrees to buy 204,076 shares of FieldWorks common stock from Gary Beeman at $1.10 per share, with payment and share transfer to occur within three business days. In addition, Gary Beeman and FieldWorks agree to terminate certain non-compete and termination payment provisions in a prior agreement, while all other terms remain in effect. FieldWorks will pay Gary Beeman $36,000 within three business days as part of this arrangement. The agreement is effective upon signing by all parties.

EX-10.8 9 0009.txt PURCHASE OF SHARES EXHIBIT 10.8 KONTRON EMBEDDED COMPUTERS AG Oskar-von-Miller Strasse 1 85386 Eching, Germany July 11, 2000 FAX: 952 ###-###-#### Call First - ------------------------------ Mr. Gary Beeman 3600 Tuxedo Road Mound, MN 55364 Dear Mr. Beeman: Re: Purchase of Shares; Partial Termination of Agreement ---------------------------------------------------- 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 ---------------------------------------- Hannes Niederhauser President and Member of Management Board By: /s/ Rudi Wieczorek ---------------------------------------- Rudi Wieczorek Chief Technical Officer and Member of Management Board July 11, 2000 -1- Kontron Embedded Computers, AG Letter to Gary Beeman July 11, 2000 Page 2 AGREED TO AND ACCEPTED: /s/ Gary Beeman - -------------------------------- Gary Beeman FIELDWORKS, INCORPORATED By: /s/ David G. Mell - -------------------------------- David G. Mell Chief Executive Officer July 11, 2000 -2-