0000950137-07-000140 Sample Contracts

CHANGE OF CONTROL AGREEMENT Dated: January 1, 2007
Change of Control Agreement • January 8th, 2007 • Xata Corp /Mn/ • Electronic computers

The terms of this Change of Control Agreement dated January 1, 2007 (“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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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • January 8th, 2007 • Xata Corp /Mn/ • Electronic computers

This is a Separation Agreement and Release (“Agreement”) between XATA Corporation (“XATA”) and Peter Thayer (“Thayer”), providing for Thayer’s separation as an employee of XATA.

XATA CORPORATION MATCHING RESTRICTED STOCK AWARD AGREEMENT
Matching Restricted Stock Award Agreement • January 8th, 2007 • Xata Corp /Mn/ • Electronic computers • Minnesota

THIS MATCHING RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of January 5, 2007, by and between XATA Corporation, a Minnesota corporation (the “Company”) and David Gagne (“Employee”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • January 8th, 2007 • Xata Corp /Mn/ • Electronic computers

THIS AGREEMENT, made this 1st day of January, 2007, by and between XATA CORPORATION, a Minnesota corporation (the “Company”), and David Gagne (“Optionee”).

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