0000854398-12-000010 Sample Contracts

XRS Corporation Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • December 17th, 2012 • XRS Corp • Electronic computers • Minnesota

This is a Restricted Stock Unit Award Agreement (the “Agreement”), effective as of (Date) between XRS Corporation, a Minnesota corporation (the “Company”), (Employee) (the “Participant”).

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STOCK AWARD AGREEMENT PURSUANT TO 2007 LONG-TERM INCENTIVE AND STOCK OPTION PLAN (Outside Director)
Stock Award Agreement • December 17th, 2012 • XRS Corp • Electronic computers • Minnesota

THIS STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of _________________________, between XRS Corporation, a Minnesota corporation (the “Company”) and _____________________, who is a nonemployee member of the Board of Directors of the Company (“Director”).

SEVERANCE AGREEMENT
Severance Agreement • December 17th, 2012 • XRS Corp • Electronic computers • Minnesota

THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into effective September 12, 2011 by and between XATA Corporation ("XATA" or the “Company”) and Odell Tuttle ("Employee"). This Agreement establishes certain payment provisions in the event that Employee is separated from employment with XATA under the identified circumstances below. This Agreement does not create a contract of employment, and Employee continues as an employee at will.

Xata Corporation NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • December 17th, 2012 • XRS Corp • Electronic computers

WHEREAS, the Company pursuant to its 2002 Long-Term Incentive and Stock Option Plan wishes to grant this stock option to Optionee.

SEVERANCE AGREEMENT
Severance Agreement • December 17th, 2012 • XRS Corp • Electronic computers • Minnesota

THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into effective January __, 2012 by and between XATA Corporation ("XATA", or the “Company”) and Steve Chamberlain ("Employee"). This Agreement establishes certain payment provisions in the event that Employee is separated from employment with XATA under the identified circumstances. This Agreement does not create a contract of employment, and Employee continues as an employee at will.

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