Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On December 15, 2008, the Compensation Committee (the "Committee") of the Board of Directors of XATA Corporation ("Xata" or the "Company"), voted unanimously to extend the expiration date of all employee stock options previously issued under Xata's 2007 Long-Term Incentive and Stock Option Plan and its 2002 Long-Term Incentive and Stock Option Plan from five years to ten years. The Committee directed that the extension be implemented through amendments to the applicable option award agreements prior to December 31, 2008 and while the closing trading price of the Company's stock remains less than $2.99 per share. All options previously issued by Xata have exercise prices greater than $2.98 per share. No changes will be made to any other terms of the stock options and the exercise prices will remain the same.

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