SEVERANCE AGREEMENTTermination Severance Agreement |
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Exhibit 10.1
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (“Agreement”) is made and entered into effective May 8, 2008 by and between XATA Corporation (“XATA”, or the “Company”) and Mark E. Ties (“Employee”). This Agreement establishes certain payment provisions in the event that Employee is separated from employment with XATA under the identified circumstances. This Agreement does not create a contract of employment, and Employee continues as an employee at will.
1. Definitions.
“Change of Control” means any of the following events:
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(a) |
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A sale, consolidation, merger, acquisition or affiliation which results in the stockholders of the Company (determined immediately prior to the consummation of the transaction) holding immediately after consummation of such transaction less than 45% of the total outstanding capital stock of the surviving or successor corporation in the transaction (the “Surviving Corporation”); or |
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(b) |
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A sale, consolidation, merger, or acquisition in which the Company becomes accountable to, or a part of, a newly created company or controlling organization where at least 51% of the members of the Board of the newly created Company or controlling organization were not members of the Company’s Board immediately prior to such sale, consolidation, merger, or acquisition; or |
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(c) |
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A sale or other disposition by the Company of all or substantially all of the assets of the Company. |
“Good Reason” shall mean any of the following events:
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(a) |
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Assignment to Employee by XATA of duties which are inconsistent with Employee’s position, duties, responsibilities, and status with XATA, except in connection with the termination of his employment for Disability (as defined below) or Cause, or |
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(b) |
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Any failure to XATA to continue in effect Employees then current compensation, unless such compensation is reduced as part of a Company wide reduction for similar executives. |
2. Termination and Severance
If (a) XATA terminates Employee’s employment for any reason other than a Cause, or (b) Employee is terminated within six-months following a Change of Control, or (c) Employee terminates his employment for Good Cause, XATA, or its successor entity shall:
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(i) |
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pay Employee as severance pay each month for twelve (12) consecutive months following his termination or resignation his monthly base salary in effect at the time of separation, less customary withholdings, beginning one (1) month after termination, and; |
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(ii) |
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reimbursement for outplacement services for a period of six (6) months not to exceed $10,000.00, and; |
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(iii) |
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if Employee timely elects to continue his group health and dent |
