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.
“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.
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“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.
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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
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