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Exhibit 10.34 XATA CORPORATION AMENDED RESTRICTED STOCK AWARD AGREEMENT
PURSUANT TO 2002 LONG-TERM INCENTIVE AND STOCK OPTION PLAN THIS RESTRICTED STOCK AWARD AGREEMENT (the Agreement) is made effective as of
   , by and between XATA Corporation, a Minnesota corporation
(the Company) and    (Employee). Recitals 1. The Company desires to afford the Employee an opportunity to acquire
shares of its common stock, par value $.01 per share (the Shares), to carry
out the purposes of its 2002 Long-Term Incentive and Stock Option Plan, as
amended (the Plan), a copy of which has been provided to Employee and the
terms of which are incorporated by reference herein and shall be considered a
part of this Agreement. For purposes of this Agreement and the Plan,
employment by any subsidiary of the Company is equivalent to employment by the
Company. 2. The Plan provides that each award is to be evidenced by an agreement,
setting forth the terms and conditions of such award. ACCORDINGLY, in consideration of the premises and of the mutual covenants
and agreements contained herein, the Company and the Employee hereby agree as
follows: 1. Restricted Stock Award. Subject to the terms and provisions of this
Agreement and the Plan, the Company hereby grants to Employee as of the date
hereof a restricted stock award for    (   ) Shares (the
Award Shares). For purposes of Section 16 under the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, the grant date
for the Award Shares shall be the effective date hereof; provided, however, all
of Employees right, title and interest in and to the Award Shares shall be
subject to Section 2 below. 2. Vesting of Award Shares. (a) Subject to Sections 2(b), (c), (d) and (e) below, all of Employees
right, title and interest in and to the Award Shares is and shall be contingent
upon and subject to the continued full time employment of Employee by the
Company during the vesting periods (the Vesting Periods). At the end of each
Vesting Period, and provided that Employee is then a full time employee of the
Company, Employee shall be deemed to be fully vested without restriction in all
of the Award Shares covered by that Vesting Period. Each Vesting Period begins
on the effective date hereof. No. of Award Shares
    
    End of Vesting Period
 (b) In the event that Employee voluntary resigns from Employees full time
employment with the Company or is terminated by the Company for cause during
any Vesting Period, Employee shall forfeit all right, title and interest in and
to all unvested Award Shares. (c) In the event that Employee is terminated from employment by the
Company 1




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without cause during any Vesting Period, or in the event that Employee is
terminated from employment prior to the end of any Vesting Period because the
Employee has died or become permanently disabled within the meaning of Section
105(b) (4) of the Internal Revenue Code of 1986, Employee shall thereupon
become immediately vested without restriction in all of the Award Shares
covered by that unexpired Vesting Period. Employee shall forfeit all right,
title and interest in and to all other unvested Award Shares. 3. Restriction on Transfer. No interest in unvested Award Shares shall be
transferable by any means (e.g. sale, assignment, pledge, gift). 4. Issuance and Delivery of Certificates for Award Shares. (a) As soon as practicable after the execution hereof, the Company shall
issue in Employees name, and retain in the custody of the Company pursuant to
Section 4(b) below, a certificate for paid-up, non-assessable Shares for the
full number of the Award Shares. The Company shall place a stop transfer order
on its stock records with respect to the Award Shares, and the certificate for
the Award Shares shall contain the following legend: The securities evidenced by this certificate were
issued pursuant to a Restricted Stock Award Agreement
between the holder and the issuer dated
   (the Agreement), and no
sale, offer to sell, transfer, pledge or other
hypothecation of these securities may be made so long
as the securities remain subject to the restrictions
set forth in the Agreement. (b) Employee acknowledges and agrees that the Company shall retain the
custody of the certificates for the Award Shares, and that the certificates
will not be delivered to Employee except as provided in Section 4(c) below.
Upon execution of this Agreement, Employee has also executed and delivered to
the Company an Assignment Separate from Certificate, authorizing the Company as
attorney to transfer the certificate for the Award Shares to the Company upon
forfeiture pursuant to this Agreement. (c) As soon as reasonably practicable after termination of the transfer
restrictions pursuant to Section 3 above, the Company will deliver a
certificate for the Award Shares, adjusted as necessary for the actual number
of Award Shares in which Employee has become vested, without the restrictive
legend set forth in Section 4(a). Delivery of the certificate under this
Section 4(c) shall be made at the principal office of the Company to the person
or persons entitled thereto during ordinary business hours of the Company not
more than thirty (30) days after the vesting of the Award Shares, or at such
time, place and manner as may be agreed upon by the Company and the person or
persons entitled to the Award Shares. 5. Rights and Restrictions as a Shareholder. During the Employees
continued full time employment with the Company or its subsidiaries Employee
shall have full voting rights, dividend rights and other rights as a
shareholder with respect to all vested (but not unvested) Award Shares. So
long as the Company retains custody of the certificates for the Award Shares,
Employee shall not (i) sell, offer to sell, transfer, pledge or hypothecate any
record or beneficial interest in the Award Shares, other than to the Company as
provided in this Agreement or (ii) grant any proxies or voting rights with
respect to the Award Shares, except to the Company. The Employee hereby grants
an irrevocable proxy to the chief executive officer and the chief financial
officer of the Company (the act of one of them being sufficient), which is
coupled with an interest as described in Minnesota Statutes § 302.449, to vote
all unvested 2




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Award Shares, in the sole discretion of such officer (subject to direction by
the Board of Directors of the Company) on any and all matters put to a vote of
the shareholders of the Company. Upon vesting of the Award Shares pursuant to
Section 2 above, Employee (or the person or persons then entitled to the Award
Shares or any portion thereof pursuant to Section 2(d) above) shall have full
voting rights, dividend rights and other rights as a shareholder with respect
to such Award Shares. 6. Stock Dividends, Stock Splits and Other Adjustments. During the time
that the Award Shares are subject to the vesting restrictions set forth in
Section 2 above, if a stock dividend or stock split is declared on the
outstanding Shares of the Company, or if outstanding Shares of the Company are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification,
stock split, reverse stock split, combination of shares or dividends payable in
capital stock, appropriate adjustment shall be made in the number and kind of
shares as to which the Award Shares relate (the Adjusted Shares), to the end
that the proportionate interest of Employee, as a shareholder of the Company
with respect to the Award Shares when and if vested, shall be maintained as
before the occurrence of such event. As used herein, the term Award Shares
include any corresponding Adjusted Shares. The Company shall retain the
custody of each certificate for the Adjusted Shares pursuant to Section 4(b)
above. 7. Withholding. Employee shall pay on a timely basis all withholding and
payroll taxes and/or excise taxes required by law with respect to the Award
Shares (collectively, Withholding Taxes). The delivery of any Award Shares
(or portion thereof, if any) to Employee under this Agreement shall be subject
to and conditioned upon Employees payment of all applicable Withholding Taxes.
Employee hereby authorizes the Company to withhold such Withholding Taxes from
his salary and/or commissions. 8. Investment Representations. Unless a registration statement under the
Securities Act of 1933, as amended, is in effect with respect to the Award
Shares on the date of issuance of the Award Shares, Employee will be deemed to
have made the following investment representation on the date of issuance: Employee intends to acquire the Award Shares for
Employees own account for investment purposes and not
with a view to resale in connection with any
distribution thereof. Employee has no present
intention, and is not a party to any agreement or
arrangement, to resell or dispose of any of the Award
Shares. Employee understands and agrees that the
Company has no obligation to register the Award Shares
and that the Award Shares will not be registered under
the Securities Act of 1933, as amended (the Act), or
under applicable state securities laws, on the grounds
that the Award Shares are being issued in a
transaction not involving a public offering and that,
consequently, such transaction is exempt from
registration under the Act and the state securities
laws. Employee further understands and agrees that
the Award Shares may not be sold, transferred or
otherwise disposed of except pursuant to an effective
registration statement or appropriate exemption from
registration under the foregoing securities acts.
Accordingly, Employee acknowledges that the Company is
not required to recognize any transfer of the Award
Shares if such transfer would result in violation of
any federal or state law regarding the offering or
sale of securities. The Company may place a stop
transfer order on its stock records with 3




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respect to the Award Shares, and the certificate(s)
for the Award Shares may contain substantially the
following legend: The securities evidenced by this certificate have not
been registered either under any applicable federal
law and rules or applicable state law and rules. No
sale, offer to sell, or transfer of these securities
may be made unless a registration statement under the
securities Act of 1933, as amended, and any applicable
state law with respect to such securities is then in
effect or an exemption from the registration
requirements of such law is then, in fact, applicable
to such securities. 9. Legend on Shares if Registered. If Employee is deemed an affiliate of
the Company, the Company may place a stop transfer order on its stock records
with respect to the Award Shares, and the certificate(s) for the Award Shares
(or a portion thereof) may contain substantially the following legend: The securities evidenced by this certificate were
issued to an affiliate of the issuer, and the resale
of such securities is subject to the restrictions of
Rule 144 under the Securities Act of 1933, as amended,
pertaining to shares held by affiliates. 10. Expenses. Nothing contained in this Agreement shall be construed to
impose any liability on the Company in favor of the Employee for any cost, loss
or expense the Employee may incur in connection with, or arising out of any
transaction under, this Agreement. 11. No Employment Agreement. Nothing in this Agreement shall be construed
to constitute or be evidence of an agreement or understanding, express or
implied, on the part of the Company to employ the Employee on any terms or for
any specific period of time. 12. Nontransferability. The rights of the Employee under this Agreement
shall not be assigned, transferred, pledged or otherwise hypothecated by the
Employee other than by will or the laws of descent and distribution. 13. Fractional Shares. No fraction of a share shall be deliverable
pursuant to this Agreement, but in the event any adjustment hereunder of the
number of the Award Shares shall cause such number to include a fraction of a
share, such fraction shall be adjusted to the nearest smaller whole number of
shares. 14. Complete Agreement, Amendment. This Agreement and the Plan, which by
this reference is hereby incorporated herein in its entirety, contain the
entire agreement between the Company and Employee with respect to the
transactions contemplated hereby. Any modification of the terms of this
Agreement must be in writing and signed by each of the parties. 15. Governing Law. Any issue related to the formation, execution,
performance and interpretation of this Agreement shall be governed by the laws
of the State of Minnesota. 16. Headings. The section and subsection headings used in this Agreement
are for convenient reference and are not a part of this Agreement. XATA CORPORATION
    
    EMPLOYEEByTitle
 4




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ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED,    hereby sells, assigns and
transfers unto XATA Corporation    shares, or portion thereof, of
the Common Stock of XATA Corporation, standing in his name on the books of said
Company, represented by Certificate No.    upon the forfeiture of said
shares under that certain Restricted Stock Award Agreement dated
   , and do hereby irrevocably constitute and appoint XATA
Corporation attorney to transfer the said stock on the books of the within
named Company with full power of substitution in the premises. Dated:
 SIGNATURE GUARANTEE:




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Employee_______________
Date___________________ ADDENDUM
TO
RESTRICTED STOCK AWARD AGREEMENT
Dated ________________, 2004 The terms of this Addendum are hereby made a part of the Restricted Stock
Award Agreement dated    , 2004 (Agreement) by and between XATA
Corporation (XATA) and Employee (named above). Capitalized terms not defined
below have the definitions set forth in the Agreement. XATA and Employee agree that if there is a Change of Control (as defined
in the Plan) and within six months following such Change of Control:  (a)
    
    Employee is terminated without Cause; or(b)
    
    Employee terminates his employment for Good Reason; then Employee shall thereupon become immediately vested without restriction in
all of the Award Shares. The following definitions apply for purposes of this Addendum: Cause A termination of employment shall be for Cause only if the
Employee:  (i)
    
    has been convicted of a felony;(ii)
    
    has engaged in an act or acts of personal dishonesty intended
to result in substantial personal enrichment of the Employee at the
expense of XATA;(iii)
    
    has intentionally engaged in other conduct that is
demonstrably and materially injurious to XATA, monetarily or
otherwise;(iv)
    
    has committed a fraud;(v)
    
    has committed an act involving dishonesty or disloyalty with
respect to XATA or any of its subsidiaries or affiliates;(vi)
    
    has engaged in conduct tending to bring XATA or any of its
subsidiaries or affiliates into substantial public disgrace or
disrespect; or(vii)
    
    has acted or failed to act in a manner involving gross
negligence or willful misconduct with respect to XATA or any of its
subsidiaries or affiliates. Change of Control A Change of Control has occurred if there has been:  (i)
    
    A sale, consolidation, merger, acquisition or affiliation
which results in the Employee not remaining as President and Chief
Executive Officer with




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essentially the same duties and responsibilities as prior to the
sale, consolidation, merger, acquisition or affiliation; or(ii)
    
    A sale, consolidation, merger, or acquisition in which XATA
becomes accountable to, or a part of, a newly created company or
controlling organization where at least 50% of the members of the
Board of the newly created company or controlling organization were
not members of XATAs Board immediately prior to such sale,
consolidation, merger, or acquisition. Termination by Employee for Good Reason. If Employee terminates his
employment due to any of the following actions or failures by XATA, such
termination shall be deemed to be for Good Reason: (i) Assignment to Employee by XATA of duties which are inconsistent with
Employees position, duties, responsibilities, and status with XATA, or a
change in Employees titles or offices, or any removal of Employee from,
or any failure to reelect or reappoint Employee to any such positions,
except in connection with the termination of his employment for
Disability (as defined in the Employment Agreement dated    , 200   
between Employee and XATA) or Cause. (ii) Any failure to XATA to continue in effect, or to provide a
comparable substitute for, any benefit plan or arrangement (including,
without limitation, any profit sharing plan, executive supplemental
medical plan, group life insurance plan, and medical, dental, accident,
and disability plans but excluding incentive plans or arrangements) in
which Employee is participating as in effect on the date hereof (or any
other plans providing Employee with substantially similar benefits)
(hereinafter referred to as Benefit Plans), or by the taking of any
action by XATA that would adversely affect Employees participation in or
materially reduce Employees benefits under any such Benefit Plan or
deprive Employee of any material fringe benefit enjoyed by Employee as in
effect on the date hereof. (iii) Any failure by XATA to continue in effect, or to provide a
comparable substitute for any incentive plan or arrangement (including,
without limitation, any incentive compensation plan, long-term incentive
plan, bonus or contingent bonus arrangements or credits, the right to
receive performance awards, or similar incentive compensation benefits)
in which Employee is participating, or is eligible to participate
(hereinafter referred to as Incentive Plans), or the taking of any
action by XATA which would adversely affect Employees participation in
any such Incentive Plan. XATA CORPORATIONByTitle