0000950134-06-007092 Sample Contracts

XATA CORPORATION RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO 2002 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
Restricted Stock Award Agreement • April 11th, 2006 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of April 10, 2006, by and between XATA Corporation, a Minnesota corporation (the “Company”) and Thomas Schlick (“Employee”).

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ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT Dated April 10, 2006
Restricted Stock Award Agreement • April 11th, 2006 • Xata Corp /Mn/ • Electronic computers

The terms of this Addendum are hereby made a part of the Restricted Stock Award Agreement dated April 10, 2006 (“Agreement”) by and between XATA Corporation (“XATA”) and Employee (named above). Capitalized terms not defined below have the definitions set forth in the Agreement.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 11th, 2006 • Xata Corp /Mn/ • Electronic computers

The terms of this Change of Control Agreement dated April 10, 2006 (“Agreement”) by and between XATA Corporation (“XATA” or the “Company”) and Employee (named above) set forth certain payment provisions in the event that Employee is terminated after a Change of Control (defined below). This Agreement does not change the employment relationship of XATA and Employee, which is terminable at will by either party.

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