exv10w36



 






Exhibit 10.36




XATA CORPORATION




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 February 8,
2006, by and between XATA Corporation, a Minnesota corporation (the “Company”) and Director Name,
who is a member of the Board of Directors of the Company (“Director”).



     Recitals



     1. The Company desires to afford the Director 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
Director 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 Director 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 Director as of the date hereof a restricted stock award for
Two Thousand Five Hundred (2,500) 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
Director’s right, title and interest in and to the Award Shares shall be subject to Sections 2 and
3 below.



     2. Vesting of Award Shares. Director’s right, title and interest in and to the Award
Shares is and shall be fully vested without restriction upon the date of grant; provided, however,
that transfer of the Award Shares shall be subject to the transfer restrictions (if any) set forth
in Section 3.



     3. Restriction on Transfer. There is no restriction on transfer of the Award Shares
other than the restrictions set forth in Section 8 of this Agreement.



 









 





     4. Issuance and Delivery of Certificates for Award Shares.



     (a) As soon as practicable after the execution hereof, the Company shall issue in Director’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 February 8, 2006 (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) Director 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 Director
except as provided in Section 4(c) below. Upon execution of this Agreement, Director 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 (if any)
pursuant to Section 3 above, the Company will deliver a certificate for the Award Shares without
the restrictive legend set forth in Section 4(a).



     5. Rights and Restrictions as a Shareholder. Director shall have full voting rights,
dividend rights and other rights as a shareholder with respect to all Award Shares, subject to the
restrictions hereunder. So long as the Company retains custody of the certificates for the Award
Shares, Director 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 irrevocable proxies or irrevocable voting rights with respect to the Award Shares.



     6. Stock Dividends, Stock Splits and Other Adjustments. 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 Director, as a shareholder of the Company with respect to the Award
Shares, 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.



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     7. Withholding. Director shall pay on a timely basis all withholding 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 Director under this Agreement shall be
subject to and conditioned upon Director’s payment of all applicable Withholding Taxes. Director
hereby authorizes the Company to withhold such Withholding Taxes from any cash compensation payable
to Director.



     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, Director will be deemed to have made the following investment representation on
the date of issuance:




Director intends to acquire the Award Shares for Director’s own
account for investment purposes and not with a view to resale in
connection with any distribution thereof. Director has no present
intention, and is not a party to any agreement or arrangement, to
resell or dispose of any of the Award Shares. Director 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. Director 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, Director
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 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.”



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     9. Legend on Shares. 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 Director for any cost, loss or expense the Director may
incur in connection with, or arising out of any transaction under, this Agreement.



     11. No Implied Agreements. 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
continue the Director in office or in any other positions on any terms or for any specific period
of time.



     12. Nontransferability. The rights of the Director under this Agreement shall not be
assigned, transferred, pledged or otherwise hypothecated by the Director 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 Director 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
	 	DIRECTOR
	 	 	 
	By	 	 
	 	 
	 	 
	 	 	 	Signature
	Title
	 	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	 	Print Name







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ASSIGNMENT SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED, Director Name 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 February 8, 2006, 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: