(i)    pay Employee as severance pay each month for twelve (12) consecutive monthsfollowing his termination or resignation his monthly base salary in effect at the timeof separation, less customary withholdings, beginning one (1) month after termination,and;  (ii)    reimbursement for outplacement services for a period of six (6) months not toexceed $10,000.00, and;  (iii)    if Employee timely elects to continue his group health and dentalinsurance coverage pursuant to applicable COBRA/continuation law and the terms of therespective benefit plans, pay on Employee’s behalf the premiums for such coverage forthe lesser of twelve (12) months or such time as Employee’s COBRA/continuation rightsexpire.        Any other provision of this Agreement notwithstanding, XATA may terminate Employee’semployment without notice if the termination is based on any of the following events thatconstitute Cause: (a) Any conviction or nolo contendere plea by Employee to a felony or grossmisdemeanor, or misdemeanor involving moral turpitude, or any public conduct byEmployee that has or can reasonably be expected to have a detrimental effect on XATA;or  (b) Any fraud, misappropriations or embezzlement, breach of confidentiality,noncompetition, fiduciary duty or other obligation to Company, by Employee orintentional material damage to the property or business of XATA.In the event of a termination for Cause, and not withstanding any contrary provision otherwisestated, Employee shall receive only his base salary earned through the date of termination.     XATA may, subject to applicable law, terminate this Agreement by giving Employee two (2)months notice if Employee, due to sickness or injury, is prevented from carrying out his essentialjob functions for a period of six (6) months or longer. In the event of such termination, Employeeshall receive only that compensation earned through the date of termination; provided, however,that Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonusplan or arrangement established prior to termination, to the extent earned or performed based uponthe requirements or criteria of such plan or arrangement, as the Board shall in good faithdetermine.     Employee’s employment and this Agreement will be deemed terminated upon the death of theEmployee. In the event of such termination, Employee shall receive only compensation earnedthrough the date of termination provided, however, that Employee shall be entitled to all or aportion of any bonus due Employee pursuant to any bonus plan or arrangement established prior totermination, to the extent earned or performed based upon the requirements or criteria of such planor arrangement, as the Board shall in good faith determine.     3. Miscellaneous     Governing Law. This Agreement shall be governed and construed according to the lawsof the State of Minnesota.
 

 
     Insurance*.*For the period from the date hereof through at least the secondanniversary of Employee’s termination of employment from Company or XATA, Company and XATA agree tomaintain Employee as an insured party on all directors’ and officers’ insurance maintained by theCompany and XATA for the benefit of its directors and officers on at least the same basis as allother covered individuals and provide Employee with at least the same corporate indemnification asits officers.     Successors. This Agreement is personal to Employee and Employee may not assign ortransfer any part of his rights or duties hereunder, or any compensation due to him hereunder, toany other person or entity. This Agreement may be assigned by XATA and XATA shall require anysuccessors or assigns to expressly assume and agree to perform XATA’s obligations under thisAgreement.     Modification. This Agreement supersedes and replaces any and all prior oral orwritten understandings, if any, between the parties relating to the subject matter of thisAgreement, which are hereby revoked. The parties agree that this Agreement (a) is the entireunderstanding and agreement between the parties and (b) is the complete and exclusive statement ofthe terms and conditions thereof, and there are no other written or oral agreements in regard tothe subject matter of this Agreement. This Agreement shall not be changed or modified except by awritten document signed by the parties hereto.     IN WITNESS WHEREOF the following parties have executed the above instrument the day and yearfirst above written.         **XATA Corporation**           By:            Its: CEO                **Mark E. Ties**