exv10w1












Exhibit 10.1




XATA Corporation


2007 Long-Term Incentive and Stock Option Plan




Restricted Stock Unit Award Agreement




     This is a Restricted Stock Unit Award Agreement (the “Agreement”), effective as of [Date
of Grant] between XATA Corporation, a Minnesota corporation (the “Company”), and [Name] (the
“Participant”).



Background*




     The Company maintains the XATA Corporation 2007 Long-Term Incentive and Stock Option Plan (As
Amended and Restated February 4, 2009) (the “Plan”). Under the Plan, the Committee appointed by
the Board has determined that you are eligible to receive a Restricted Stock Unit Award under the
Plan and hereby grants such an award to you subject to the following terms and conditions.



Terms and Conditions



1.     Grant of Restricted Stock Units.



     (a) You are granted [Number] (xxxx) Units of Restricted Stock on the terms and conditions set
forth in this Agreement and as otherwise provided in the Plan (the “Award”). Restricted Stock
Units that are subject to the terms and conditions of this Agreement are referred to as the
“Units.” Each Unit that vests will entitle you to receive one share of the Company’s common stock.



     (b) The Units are bookkeeping entries only and do not provide you with any rights of a
stockholder of the Company. The Units are subject to forfeiture unless and until the vesting
conditions set forth in this Agreement are satisfied.


2.     Vesting of Award.



     (a) Scheduled Vesting. If you have continuously provided service (as an employee, consultant
or independent contractor) to the Company or any of its subsidiaries from the Date of Grant, then
the Units will vest on the Scheduled Vesting Dates. This Award will also vest on an accelerated
basis (notwithstanding the Scheduled Vesting Date) as and to the extent described in Sections 2(b)
and (d).



	 	 	 
	On or after each of	 	 
	the following Scheduled	 	Cumulative number of
	Vesting Dates	 	shares vested
	[Date]

	 	[Number]
	[Date]
	 	[Number]
	[Date]
	 	[Number]








 




			
	*	 	Any capitalized term used in this Agreement
shall have the meaning set forth in this Agreement (including in the table at
the beginning of this Agreement) or, if not defined in this Agreement, set
forth in the Plan as it currently exists or as it is amended in the future.





 









 





     (b) Death. If your service to the Company and its subsidiaries terminates before a Scheduled
Vesting Date because of your death, then the unvested Units subject to the current vesting period
will immediately vest in full.



     (c) Other Termination of Service. If the your service to the Company and its subsidiaries
terminates before a Scheduled Vesting Date for any reason other than your death, then the Units
subject to the current vesting period shall cease vesting and be forfeited in accordance with
Section 5 of this Agreement.



     (d) Change in Control. If a Change in Control (as defined in Section 15) occurs prior to a
Scheduled Vesting Date and before your service to the Company and its subsidiaries ends, then the
unvested Units subject to the current vesting period shall vest immediately prior to or
concurrently with the consummation of the Change in Control.


3.     Effect of Vesting.



     (a) Time of Settlement. After any Units vest in accordance with Section 2, the Company will
cause to be issued to you (or to your estate in the event of your death) one share of its common
stock in payment and settlement of each vested Unit. Such issuance will occur as follows:



          (1) If vesting has occurred pursuant to Section 2(a), shares will be issued in settlement as
soon as administratively practicable after the earliest to occur of (i) [Date], the date of two
years after the final Scheduled Vesting Date, (ii) the date of your death, (iii) the date of your
Separation from Service (as defined in Section 15), or (iv) the date of a Change in Control (as
defined in Section 15).



          (2) If vesting has occurred pursuant to Section 2(b), shares will be issued in settlement as
soon as administratively practicable after the date of your death.



          (3) If vesting has occurred pursuant to Section 2(d), shares will be issued in settlement
immediately prior to or concurrently with the consummation of the Change in Control.



     (b) Delayed Settlement. Notwithstanding any other provision of this Agreement, if at any time
shares are to be issued to you hereunder as a result your Separation from Service and you are at
that time a Specified Employee (as defined in Section 15), then no shares shall be issued to you
prior to the date that is six months after the date of your separation from service (unless another
permitted settlement date intervenes).



     (c) Share Issuance. Any such share issuance shall be evidenced by a stock certificate or
appropriate entry on the books of the Company or a duly authorized transfer agent of the Company,
and shall be in complete satisfaction of such vested Units. If the Units that vest and become
payable include a fractional Unit, the Company shall round the number of vested Units to the
nearest whole Unit prior to delivery of Shares as provided herein. Any such action by the Company
shall be conditioned upon compliance with all applicable legal requirements and satisfaction of any
applicable withholding taxes as contemplated by Section 17 of the Plan and Section 10 of this
Agreement.


4.     Applicable Restrictions. The Units may not be transferred, sold, assigned, pledged,
alienated, attached or otherwise encumbered (collectively, a “Transfer”) prior to the time they
vest in accordance with this Agreement, except for a transfer by will or the laws of descent and
distribution in the event of your death. Any prohibited Transfer will be void and unenforceable
against the Company. No attempted Transfer of any Units



 









 







that is prohibited hereunder, whether voluntary or involuntary, shall vest the purported transferee
with any interest or right in or with respect to such Units.


5.     Forfeiture of Units. If any of the Units become the subject of an attempted Transfer,
or if you have a Separation from Service for any reason other than as provided in Section 2(b),
this Award will immediately terminate and all unvested Units will be forfeited to the Company.


6.     Dividend Equivalents. If the Company pays cash dividends on its common stock on or
after the date of this Agreement, then the Company shall credit to your account, as of any dividend
payment date, a number of additional Units. The number of additional Units so credited will be
equal to the total number of Units previously credited to your account under this Award (including
any Units previously credited pursuant to this Section 6) multiplied by the per share dollar amount
of the cash dividend paid on that date, divided by the Fair Market Value of a share of Company
common stock on that date. Any additional Units so credited shall be subject to the same terms and
conditions as the Units to which such additional Units relate, and will be forfeited if the Units
with respect to which such additional Units were credited are forfeited.


7.     Adjustments for Changes in Capitalization. This Award shall be subject to adjustments
for changes in the Company’s capitalization as provided in Section 15 of the Plan.


8.     Interpretation of This Agreement. All decisions and interpretations made by the
Committee with regard to any question arising hereunder or under the Plan shall be binding and
conclusive upon you and the Company. If there is any inconsistency between the provisions of this
Agreement and the Plan, the provisions of the Plan shall govern.


9.     Discontinuance of Service. Neither this Agreement nor the Award shall confer on you any
right with respect to continued Service with the Company or any of its Affiliates, nor interfere in
any way with the right of the Company or any Affiliate to terminate such Service. Nothing in this
Agreement shall be construed as creating an employment contract for any specified term between you
and the Company or any Affiliate. Neither any period of notice, if any, nor any payment in lieu
thereof, upon termination of your Service, wrongful or otherwise, shall be considered as extending
your period of Service for purposes of the Plan or any Award granted thereunder.


10.     Tax Withholding. As a condition precedent to the issuance of shares hereunder, you are
required to pay to the Company (or to its applicable subsidiary), in accordance with the provisions
of Section 17 of the Plan, an amount equal to the amount of any required income or employment tax
withholding obligation. Payment may be made by electronic transfer, check or authority to withhold
from your cash compensation. The Company may, in its discretion, permit you to satisfy your
obligations with respect to withholding taxes by retaining shares having an aggregate Fair Market
Value equal to the amount of your minimum required tax withholding obligation.


11.     Award Subject to Plan. The Award evidenced by this Agreement is granted pursuant to
the Plan, the terms of which are hereby made a part of this Agreement. This Agreement shall in all
respects be interpreted in accordance with the terms of the Plan. If any terms of this Agreement
conflict with the terms of the Plan, the terms of the Plan shall control, except as the Plan
specifically provides otherwise.


12.     Binding Effect. This Agreement shall be binding in all respects on your heirs,
representatives, successors and assigns.



 









 







13.     Choice of Law. This Agreement is entered into under the laws of the State of Minnesota
and shall be construed and interpreted thereunder (without regard to its conflict of law
principles).


14.     Voluntary Participation. Participation in the Plan shall be entirely voluntary and any
decision not to participate shall not affect your service with the Company or any of its
subsidiaries.


15.     Definitions.



     (a) Cause. “Cause” means what the term is expressly defined to mean in a then-effective
employment or other written agreement between you and the Company or any of its subsidiaries, or in
the absence of any such agreement or definition, shall mean that you have (i) been convicted of a
felony; (ii) 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) intentionally engaged in other
conduct that is demonstrably and materially injurious to XATA, monetarily or otherwise; (iv)
committed a fraud; (v) committed an act involving dishonesty or disloyalty with respect to XATA or
any of its subsidiaries or affiliates; (vi) engaged in conduct tending to bring XATA or any of its
subsidiaries or affiliates into substantial public disgrace or disrespect; or (vii) 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.



     (b) Change in Control. “Change in Control” means a change in the ownership of the Company, a
change in the effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company as provided in Treasury Regulation § 1.409A-3(i)(5).



     (c) Separation from Service. “Separation from Service” means a separation from service with
the Company and all of its subsidiaries within the meaning of Treasury Regulation § 1.409A-1(h).



     (d) Specified Employee. “Specified Employee” means a key employee of the Company and any of
its subsidiaries within the meaning of Treasury Regulation § 1.409A-1(i).



     You and the Company have executed this Agreement as of the ___day of ___, 20_.



PARTICIPANT






 






XATA CORPORATION





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