Exhibit 10.18
XATA CORPORATION
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR DIRECTORS
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 an aggregate of ______ shares of Common
Stock, par value $0.01 per share, at the price of $______ per
share on the terms and conditions set forth herein. This option is
not intended to be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 986, as amended
(the “Code”).
2.
Duration and Exercisability
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(a) |
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This option shall in all events terminate ten (10) years
after the date of grant, and subject to the other terms and
conditions set forth herein, this option may be exercised by
Optionee as to all ___shares on or after the date hereof until
expiration at 5:00 p.m. Minneapolis, Minnesota time on the tenth
anniversary of the date hereof. |
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(b) |
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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. |
3.
Manner of Exercise
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(a) |
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The option can be exercised only by Optionee or other proper
party by delivering within the option period written notice to the
Company at its principal office. The notice shall state the number
of shares as to which the option is being exercised and be
accompanied by payment in full of the option price for all shares
designated in the notice. |
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(b) |
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Optionee may pay the option price in cash, by check (bank
check, certified check or personal check), by money order, or with
the approval of the Company (i) by delivering to the Company
for cancellation Common Shares of the Company with a fair market
va |
