FORM OF INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES

Exhibit 10.19

XATA CORPORATION

FORM OF
INCENTIVE STOCK OPTION AGREEMENT
FOR EMPLOYEES

THIS AGREEMENT, made this ___day of ____________, ___, by and between XATA Corporation, a Minnesota corporation (the “Company”), and ____________(“Optionee”).

WITNESSETH, THAT:

WHEREAS, the Company pursuant to its 2007 Long-Term Incentive and Stock Option Plan wishes to grant this stock option to Optionee.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1.  Grant of Option
The Company hereby grants to Optionee, on the date set forth above, the right and option (hereinafter called “the option”) to purchase all or any part of an aggregate of ___shares of Common Stock, par value $0.01 per share (the “Common Shares”), at the price of $______ per share on the terms and conditions set forth herein. This option is intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue code of 1986, as amended (the “Code”), except to the extent this option is disqualified from treatment as an incentive stock option under the Code. To the extent that all or any portion of this option is not treated as an incentive stock option, it shall be treated as a nonqualified stock option. For purposes of this option, employment by any subsidiary of the Company is equivalent to employment by the Company.

2. Duration and Exercisability

(a)

This option shall in all events terminate at 5 p.m. Minneapolis, Minnesota time on ______, which is five (5) years after the date of grant. Subject to the other terms and conditions set forth herein, this option may be exercised by Optionee in cumulative installments as follows on the specified date(s):

		Cumulative number of
On or after each of		shares as to which
the following dates		option is exercisable

(b)

During the lifetime of Optionee, the option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution.

(c)

In the event of (i) a consolidation or merger in which the Company is not the surviving corporation or which results in the acquisition of a majority of the Company’s then outstanding

		voting Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company (as to any of the foregoing, a “Covered Transaction”), the option shall terminate and cease to be exercisable as of the effective time of the Covered Transaction; provided, however, that immediately prior to the consummation of the Covered Transaction the option shall be exercisable in full as to all Common Shares, unless the Board of Directors provides for one or more substitute or replacement options or awards from, or the assumption of the option by, the acquiring entity (if any) or its affiliates.
		Further, Optionee agrees that the Board of Directors may provide that the provisions of the preceding paragraph shall also apply to (i) mergers or consolidations involving the Company that do not constitute a Covered Transaction, or (ii) other transactions, not constituting a Covered Transaction, that involve the acquisition of the Company’s outstanding Common Stock. Optionee expressly consents to the modification of the option to conform with any such determination by the Board.

3. Effect of Termination of Employment

(a)

In the event that Optionee shall cease to be employed by the Company or its subsidiaries, if any, for any reason other than Optionee’s serious misconduct or Optionee’s death or disability (as such term is defined in Section 3(c) hereof), Optionee shall have the right to