**Exhibit 10.8**

 

March 1, 2003

 

Mr. Michael J. Field

 

Dear Mike,

 

This letter is to formalize our offer of employment to you at HPLTechnologies, Inc. This would convert you from a consultant to that of anemployee. We trust that you will bring a significant contribution to HPL andthat you and the company will benefit from this new association.

 

Our offer is as follows:

 
| Position:                                                                                                                                                          | Vice President and General Counsel (an  executive officer position), reporting to the CEO/President |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
| Base salary:                                                                                                                                                       | $15,833.33 per month ($190,000.00 per year)                                                         |
| Review:   Your base salary  will be reviewed annually or sooner at the discretion of the President and  CEO and approved by the Board of Directors. |
| Start Date:                                                                                                                                                        | March 1, 2003                                                                                       |

 

In this position, you are entitled to the following benefits; pleasesee enclosed information for further clarification:

 
| 1. Health Insurance                             | — covered by BlueShield or Kaiser                                                |
|-------------------------------------------------|---------------------------------------------------------------------------------------|
| 2. Dental Insurance                             | — covered by Delta                                                               |
| 3. 401K Plan                                    | — Next enrollment date is the first day of the month following your  hiring date |
| 4. Paid Company Vacation — 15 working days |
| 5. 12 Paid Holidays                             |

 

Subjectto board of director approval, you will also be entitled to employee stockoptions at a future date. The date as we discussed may be determined by theultimate settlement of our class action lawsuits and other factors. The actualnumber of options granted, if any, will be determined at that time but will becommensurate with your employment position and you will be treated similar toother executive officers and employees in comparable positions. The HPLEmployee Stock Option Plan or its successor will govern the terms of any stockoption grant.

 

Youwill be entitled to participate in an HPL company wide bonus plan and anyexecutive bonus plan to be established at a future date.  You will be treated comparable with thebonuses to be paid to other executive officers and vice presidents at similarlevel jobs with similar duties in the US. The actual amount of bonus (s), if any, is not guaranteed and thecompany reserves the right to terminate any company wide bonus or executivebonus plan at any time.

 

Thefollowing documentation must be presented before becoming employed.

 

a.               Copy of Social Security Card

b.              Proof of being a US Citizen or ifyou are a resident, you must present a document to prove legal immigrationstatus

c.               Copy of Driver’s License

 

Youwill also be required to submit the enclosed employee Confidential Informationand Inventions Agreement on your first day of employment.

 

Wehope that you and the Company will find mutual satisfaction with youremployment. All of us at HPL are very excited about your joining our team andlook forward to a beneficial and fruitful relationship. Nevertheless, employeeshave the right to terminate their employment at any time, with or without causeor notice, and the Company reserves for itself an equal right. Nothing in thisletter is intended to modify this at will employment relationship.

 

Thisletter/agreement and the “Employment Confidential Information and InventionsAgreement” contain the entire agreement with respect to your employment andsupersede any prior or contemporaneous representatives or agreements. The termsof this offer may 

 

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onlybe changed by written agreement, although the Company may from time to time, inits sole discretion, adjust the salaries and benefits paid to you and its otheremployees, as well as reporting relationships, job titles and responsibilities.Kindly indicate your consent to this employment agreement by signing andreturning a copy of this letter and a completed “Employee ConfidentialInformation and Inventions Agreement” to me by the first day of youremployment.

 

 

Yoursvery truly,

 
| /s/ Michael P. Scarpelli              |   |
|---------------------------------------|--------|
| Michael P. Scarpelli                  |   |
| Chief Financial Officer and           |
| Senior Vice President, Administration |

 

Iagree and accept this offer:

 

 

Michael J. Field

 

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