SEPARATION AGREEMENT AND
RELEASE
This is a
Separation Agreement and Release (“Agreement”) between
XATA Corporation (“XATA”) and Peter Thayer
(“Thayer”), providing for Thayer’s separation as
an employee of XATA.
A. Thayer is
employed “at will” by XATA.
B. XATA
decided to terminate the employment relationship between XATA and
Thayer.
C. XATA
desires to pay Thayer valuable economic benefits that he is not
otherwise entitled to receive in order to assist Thayer and to
achieve an amicable and peaceful termination of his employment
relationship with XATA.
NOW, THEREFORE,
XATA and Thayer agree as follows:
1.
Termination of Employment . Thayer’s employment with
XATA will terminate on January 2, 2007 (the “Termination
Date”).
2.
Severance Pay . After the completion of the rescission
period provided in Paragraph 10 below, without rescission of
this Agreement by Thayer, and subject to Thayer’s compliance
with provisions of this Agreement during the rescission period and
thereafter:
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XATA will continue to pay
Thayer’s base salary through June 30, 2007
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The
following Restricted Common Stock awards will vest immediately
following the rescission period of the executed Separation and
Release Agreement:
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5,375 shares of Restricted Common
Stock (originally granted on 2/8/06)
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5,059 shares of Restricted Common
Stock (originally granted on 2/17/05)
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4,742 shares of Restricted Common
Stock (originally granted on 12/20/04)
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Payment of
these amounts is subject to applicable federal and state income
tax, FICA and other withholding and payroll deductions, including,
if applicable, a deduction for the value of any XATA equipment
issued to Thayer and not returned to XATA.
3. Group
Health Insurance Coverage . After the Termination Date, Thayer
will be provided the opportunity for group health, dental and life
insurance continuation under applicable laws. Assuming that Thayer
elects to continue coverage, Thayer will be covered by XATA’s
medical, dental and life insurance until June 30, 2007, or
until Thayer is eligible for such coverage through another
employer, whichever is earlier. Thayer shall be responsible for
payment of the employee’s portion of the premiums for such
coverage. After June 30, 2007, all expenses for such insurance
continuation shall be paid by Thayer. This agreement of XATA to
continue to pay premiums for such insurance coverage is subject to
the completion of the rescission period provided in
Paragraph 10 below, without rescission of this Agreement by
Thayer, and subject to Thayer’s compliance with provisions of
this Agreement during the rescission period and
thereafter.
4.
References . Upon the completion of the rescission period
provided in Paragraph 10 below, without rescission of this
Agreement, and subject to Thayer’s compliance with provisions
of this Agreement during the rescission period and thereafter, XATA
will provide Thayer with a letter of reference. In accordance with
the normal practices of XATA, any individual contacting XATA with a
request for information about Thayer’s employment with XATA
will be provided with the confirmation of his employment, dates of
his employment, his job title and his salary at the time of
separation.
5. Other
Benefits . Thayer will retain any and all rights that he may
have to his retirement benefits from XATA’s retirement
benefits plans according to the terms and conditions of said
retirement benefit plans.
6. No
Application for Re-Employment . Thayer will not apply for or
seek employment or re-employment with XATA or its subsidiaries at
any time after he signs this Agreement.
7. Mutual
Non-disparagement . XATA and Thayer agrees that neither will
disparage or criticize the other in any manner, and Thayer agrees
he will not criticize XATA’s directors, officers or
employees, in any manner.
8. No
Other Remuneration . Thayer agrees that he is not entitled to
any remuneration from XATA except as provided in this Agreement.
This includes back pay, sick pay, vacation pay, bonuses, separation
pay or any other compensation.
9.
Release of XATA . Thayer accepts the valuable benefits of
this Agreement and acknowledges that XATA owes him nothing else. In
addition, Thayer releases and discharges XATA and its past, present
and future directors, officers, employees and agents, and its
affiliates, successors or assigns, of and from any and all claims,
whether in law or in equity, contract or tort, known or unknown,
pertaining to his employment at XATA or the termination of his
employment, any other event occurring prior to the date hereof and
the acts of XATA agreed to by Thayer in this Separation Agreement
and Release,
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