X0303 4/A 2010-02-17 2010-02-18 0000854398 XATA CORP /MN/ XATA 0001440008 Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 1 0 1 1 May be part of a 13(d) group 0001082906 HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001197937 KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001188456 DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001188444 REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001188458 GRIFFITH WILLIAM C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001343722 Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group Common Stock 2010-02-17 4 A 0 2500 0 A 17600 I Christopher P. Marshall Non-Qualified Stock Option (Right to Buy) 3.00 2010-02-17 4 A 0 5000 0 A 2010-02-17 2020-02-17 Common Stock 5000 5000 I Christopher P. Marshall Represents a stock award pursuant to the issuer's 2007 Long-Term Incentive and Stock Option Plan. Does not include certain shares of Preferred Stock of the issuer immediately convertible into shares of Common Stock or certain warrants immediately exercisable for shares of Common Stock (collectively, the "Trident Securities") or certain shares of restricted Common Stock or options exercisable for shares of Common Stock (together, the "Trident Awards"), in each case beneficially owned by Trident Capital Management-V, L.L.C. ("Trident") and/or Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and/or Trident Capital Parallel Fund-V, C.V. (collectively, the "Trident Funds"). The Trident Awards were granted to Christopher Marshall ("Marshall") in his capacity as a director previously nominated to the Board of Directors of the issuer by Trident and the Trident Awards are directly held by Marshall, solely for the benefit of Trident, pursuant to the terms of Trident's operating agreement. Marshall disclaims beneficial ownership of the Trident Awards and of any shares of Common Stock that may be received upon the exercise thereof. In addition, Marshall is a former member of Trident and, as such, has a continuing indirect interest in the Trident Securities held by certain Trident Funds. Marshall disclaims beneficial ownership of the Trident Securities and of any shares of Common Stock that may be received upon the conversion or exercise of any Trident Securities, except to the extent of his pecuniary interest therein. These shares are held directly by Marshall. Marshall has sole voting and dispositive power over the shares; however, TCV VII Management, L.L.C. ("TCM VII") owns 100% of the pecuniary interest therein. Marshall, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., William J.G. Griffith IV and Robert W. Trudeuan (collectively, the "TCM Members") are members of TCM VII, but disclaim beneficial owernship of such shares except to the extent of their pecuniary interest therein. The option is 100% vested. The option is held directly by Marshall. Marshall has sole voting and dispositive power over the option and the shares to be received upon exercise of the option; however, TCM VII owns 100% of the pecuniary interest therein. The TCM Members are members of TCM VII, but disclaim beneficial owernship of such option and shares to be received upon exercise of such option except to the extent of their pecuniary interest therein. Frederic D. Fenton Authorized signatory for Christopher P. Marshall 2010-03-29 Frederic D. Fenton Authorized signatory for Jay C. Hoag 2010-03-29 Frederic D. Fenton Authorized signatory for Richard H. Kimball 2010-03-29 Frederic D. Fenton Authorized signatory for John L. Drew 2010-03-29 Frederic D. Fenton Authorized signatory for Jon Q. Reynolds, Jr. 2010-03-29 Frederic D. Fenton Authorized signatory for William J.G. Griffith IV 2010-03-29 Frederic D. Fenton Authorized signatory for Robert W. Trudeau 2010-03-29