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Exhibit 10.14
 XATA CORPORATION
 2002 LONG-TERM INCENTIVE
AND
STOCK OPTION PLAN




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TABLE OF CONTENTS
 1.
    
    Purpose of Plan
    
    
    12.
    
    Stock Subject to Plan
    
    
    13.
    
    Administration of Plan
    
    
    14.
    
    Eligibility
    
    
    25.
    
    Price
    
    
    36.
    
    Term
    
    
    37.
    
    Exercise of Option or Award
    
    
    38.
    
    Additional Restrictions
    
    
    49.
    
    Alternative Stock Appreciation Rights
    
    
    410.
    
    Ten Percent Shareholder Rule
    
    
    411.
    
    Non-Transferability
    
    
    412.
    
    Restricted Stock Awards
    
    
    513.
    
    Performance Awards
    
    
    514.
    
    Dilution or Other Adjustments
    
    
    615.
    
    Amendment or Discontinuance of Plan
    
    
    616.
    
    Time of Granting
    
    
    617.
    
    Income Tax Withholding and Tax Bonuses
    
    
    618.
    
    Effective Date and Termination of Plan
    
    
    719.
    
    Automatic Grant of Non-Employee Director Options
    
    
    7




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2002 LONG-TERM INCENTIVE
AND
STOCK OPTION PLAN
 1. Purpose of Plan .
  2. Stock Subject to Plan .
  3. Administration of Plan .




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4. Eligibility .
  5. Price .
  2




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6. Term .
  7. Exercise of Option or Award .
      8. Additional Restrictions .
  3




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9. Alternative Stock Appreciation Rights .
 Grant
 Exercise
 10. Ten Percent Shareholder Rule .
  11. Non-Transferability .
  12. Restricted Stock Awards .
  4




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Grant of Restricted Stock Awards
 Delivery of Common Shares and Restrictions
 Termination of Restrictions
 13. Performance Awards .
  5




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14. Dilution or Other Adjustments .
  15. Amendment or Discontinuance of Plan .
 
 16. Time of Granting .
  17. Income Tax Withholding and Tax Bonuses .
   6




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18. Effective Date and Termination of Plan .
   19. Automatic Grant of Non-Employee Director Options .
   a.
    
    Term. Each option granted under Section 19 to a Non-Employee Director
shall have a term of ten years and shall be immediately exercisable as to all Common
Shares; provided, however that no shares of Common stock issued upon the
exercise of an option may be sold or otherwise disposed of until six months after the
Director Grant Date of the option.b.
    
    Exercise Price. The exercise price per share of options granted under
Section 19 shall be 100% of the fair market value of one Common Share on the Director
Grant Date. For these purposes, fair market value shall mean the average of the
reported high and low sale prices of the Common Shares, as reported on the Nasdaq
National Market or Nasdaq SmallCap Market on the Director Grant Date.c.
    
    Compliance with SEC Regulations. It is the Companys intent that the
provisions of Sections 19 and 19A comply in all respects with Section 16 of the
Securities Exchange Act of 1934 (the 1934 Act) and any regulations promulgated
thereunder, including Rule 16b-3. If any provision of Section 19 is found not to be in
compliance with the Rule, the provision shall be deemed null and void. All grants and
exercises of options granted under Section 19 shall be executed in accordance with the
requirements of Section 16 of the 1934 Act, as amended, and any regulations promulgated
thereunder.
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d.
    
    Tax Status. All options granted pursuant to Section 19 shall be
nonqualified options which are not intended to be, and do not qualify as, incentive
stock options described in Section 422 of the Internal Revenue Code of 1986, as
amended.
 8