X0303 4 2010-02-17 0 0000854398 XATA CORP /MN/ XATA 0001386800 Gagne David A 965 PRAIRIE CENTER DRIVE EDEN PRAIRIE MN 55344 0 1 0 0 EVP of Sales & Marketing Common stock, $0.01 par value 2010-02-17 4 M 0 17422 A 69090 D Restricted stock unit 2010-02-17 4 M 0 13066 0.00 D Common stock, $0.01 par value 13066 6534 D Restricted stock unit 2010-02-17 4 M 0 4356 0.00 D Common stock, $0.01 par value 4356 8711 D Each restricted stock unit is the economic equivalent of one share of Xata Corporation ("Xata") common stock. Upon vesting in connection with the transaction referenced in footnote 2, one share of Xata common stock was issued in settlement of each unit. Restricted stock units subject to this award were scheduled to vest in one-third increments on 2/4/10, 2/4/11 and 2/4/12 and to be settled in shares of Xata common stock on 2/4/14. As a result of the conversion on 2/17/10 of certain notes issued by Xata, a change in control was deemed to have occurred for purposes of the restricted stock unit award agreements, resulting in the immediate vesting and settlement of the units scheduled to vest on 2/4/11 and the immediate settlement of units previously vested on 2/4/10. Restricted stock units subject to this award were scheduled to vest in one-third increments on 11/3/10, 11/3/11 and 11/3/12 and to be settled in shares of Xata common stock on 11/3/14. As a result of the conversion on 2/17/10 of certain notes issued by Xata, a change in control was deemed to have occurred for purposes of the restricted stock unit award agreements, resulting in the immediate vesting and settlement of the units scheduled to vest on 11/3/10. Mark E. Ties, Attorney-in-Fact 2010-02-19