exv10w1



 






EXHIBIT 10.1




NAVARRE CORPORATION 2004 STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT



You have been granted an Award of time-vested Restricted Stock Units, subject to the terms and
conditions of the 2004 Stock Plan, as amended, and the Restricted Stock Unit Agreement set forth
below, as follows:




	 	 	 	 	 
	   Name of Participant:

	 	 	 	 
	 

	 	 	 	 
	   Grant Date:
	 	 	 	 
	 

	 	 	 	 
	   Number of Award Shares:

	 	                     shares of Common Stock






	 	 	 	 	 
	   Vesting Schedule:	 	Issue Dates	 	Number of Award Shares
	 
	 	[first anniversary]	 	[1/3]
	 
	 	[second anniversary]	 	[1/3]
	 
	 	[third anniversary]	 	[1/3]






Restricted Stock Unit Agreement




1. GRANT OF STOCK UNIT AWARD.




     Navarre Corporation, a Minnesota corporation (together with all successors thereto, the
“Company”), hereby grants to the Participant named above, who is an employee and key leader of the
Company or a Related Company, an award of Restricted Stock Units (the “Stock Units”) subject to the
terms and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the
Navarre Corporation 2004 Stock Plan, as amended from time to time (the “Plan”). The Stock Units
represent the contingent right to receive, on a one for one basis, the number of shares (the “Award
Shares”) indicated above of the Company’s common stock, no par value (the “Common Stock”) on the
dates (the “Issue Date(s)”) specified in the vesting schedule above (the “Vesting Schedule”).
Continued employment with the Company or a Related Company is the only required consideration for
this grant. All capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Plan.



2. ACCEPTANCE.




     Your execution of this Agreement will indicate your acceptance of and your willingness to be
bound by its terms. No Award Shares will be issued unless you have executed and returned this
Agreement to the Company.



3. VESTING OF STOCK UNITS.



3.1 Vesting Schedule. Vesting is subject to your continued employment or service with the
Company or a Related Company. Your right to receive the Award Shares will vest, and no longer be
contingent, in three installments on the Issues Dates indicated in the





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Vesting Schedule. Vested
Award Shares will be issued and registered in your name as soon as practicable after the applicable
Issue Date. Stock Units for Award Shares that do not vest shall be immediately cancelled.



3.2 Termination of Employment or Service. In the event that your employment or service
with the Company or a Related Company terminates voluntarily or involuntarily for any reason prior
to an Issue Date indicated in the Vesting Schedule, this award of Stock Units shall expire and be
deemed forfeited with respect to all Award Shares not vested at the time of such termination. None
of the unvested Award Shares shall be due or issued to you.



3.3 Change of Control Transaction. For purposes of this Section 3.3, the term “Change of
Control Transaction” shall have the meaning set forth in Section 2 of the Plan. Upon the
occurrence of a Change of Control Transaction, the Vesting Schedule shall no longer apply and the
Company shall issue all Award Shares not previously issued to you. The Committee administering the
Plan in its discretion may make further adjustments or modifications to the Award Shares pursuant
to Section 15.4 of the Plan.




4. ISSUANCE OF SHARES.



4.1 Issuance of Shares. Certificates evidencing ownership of vested Award Shares
will be issued as indicated above. If permitted by law and the rules of the applicable stock
exchange, the issuance of shares may be effected on a noncertificated basis. The Company, however,
shall not be required to issue or deliver a certificate for any shares until it has complied with
all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, any stock exchange on which the Company’s Common Stock may then be listed and all
applicable state laws in connection with the issuance or sale of such shares or the listing of such
shares on said exchange. The Company may cause each certificate evidencing the Award Shares to be
endorsed with one or more legends setting forth the restrictions on transfer of such Common Stock
as required by such securities laws and regulations. Until the issuance of the Award Shares
pursuant to this Agreement and the Plan, you shall have none of the rights of a shareholder with
respect to the Award Shares.



4.2 Withholding Taxes. You acknowledge that the value of the Award Shares as of an Issue
Date will constitute compensation for which you will have an ordinary income tax obligation, and
you should consult a tax adviser concerning the same. The Company makes no representations with
respect to tax consequences. Prior to the delivery of the Award Shares, the Company is entitled
to: (i) withhold and deduct from your future wages (or from other amounts which the Company may owe
you), or make other arrangements for the collection of, all legally required amounts necessary to
satisfy any federal, state or local withholding and employment-related tax requirements
attributable to such compensation; or (ii) require you to remit the amount of such withholding to
the Company in cash. [The Company, in its sole discretion, may] or [The Company shall] permit you
to satisfy such withholding obligations by reducing the number of Award Shares that would otherwise
be issued under this Agreement by the number of Award Shares having a Fair


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Market Value on the
Issue Date sufficient to meet, and not to exceed, the minimum mandatory tax withholding obligation.




5. TRANSFERABILITY OF STOCK UNITS.




     You may not sell, assign, pledge (as loan collateral or otherwise), encumber (by operation of
law or otherwise), or transfer this Agreement or the Stock Units in any manner, including, without
limitation, by will or the applicable laws of descent or distribution. Any attempt to transfer or
encumber this Agreement, the Stock Units or unvested Award Shares shall be null and void and shall
void this Agreement.



6. THIS AGREEMENT SUBJECT TO PLAN.




     This Agreement and the Stock Units granted hereunder, and the Award Shares issued pursuant to
the Stock Units, have been granted, or will be issued, as the case may be, under and are subject to
the terms of the Plan. The terms of the Plan are incorporated by reference herein in their
entirety, and, by execution hereof, you acknowledge having reviewed a copy of the Plan. The
provisions of this Agreement shall be interpreted so as to be consistent with the Plan, and any
ambiguities herein shall be interpreted by reference to the Plan. In the event that any provision
hereof is inconsistent with the terms of the Plan, the terms of the Plan shall prevail. You
acknowledge and agree that in the event of any question or controversy relating to the terms of the
Plan or this Agreement the decision of the Committee administering the Plan shall be conclusive and
final. A copy of the Plan has been filed with the Securities and Exchange Commission as an Exhibit
to S-8 Registration Statement dated February 20, 2006, and is available from the Company, attention
Human Resources.



7. NO GUARANTEE OF CONTINUED EMPLOYMENT.




     You acknowledge and agree that the vesting of Award Shares pursuant to the Vesting Schedule is
contingent upon continuing your employment at the will of the Company or a Related Company. You
further acknowledge and agree that this award of Stock
Units and this Agreement do not constitute an express or implied promise of continued employment
for any period and shall not interfere with your right or the Company’s (or a Related Company’s)
right to terminate your employment or service at any time with or without cause.



8. MISCELLANEOUS.



8.1 Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.



8.2 Governing Law. This Agreement and all rights and obligations hereunder shall be
construed in accordance with the Plan and governed by the laws of the State of Minnesota, without
regard to its choice of laws provisions. The parties agree that any action relating


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to this
Agreement may be brought in the state or federal courts located in Hennepin County, Minnesota and
the parties hereby consent to the jurisdiction of such courts.



8.3 Entire Agreement. This Agreement and the Plan set forth the entire agreement and
understanding of the parties hereto with respect to this grant of Stock Units and the
administration of the Plan and supersede all prior agreements, arrangements, plans and
understandings relating to this grant of Stock Units and the administration of the Plan.



8.4 Amendment and Waiver. This Agreement may be amended, waived, modified or canceled by
the Committee at any time, provided that all such amendments, waivers, modifications or
cancellations shall comply with and not be prohibited by the provisions of the Plan, and any
amendment, waiver, modification or cancellation that the Committee determines in good faith has a
material adverse affect on your rights under this Agreement shall be with your consent in a written
instrument executed by you and the Company.




Agreed and accepted as of the Grant Date:




	 	 	 	 	 
	NAVARRE CORPORATION	 	PARTICIPANT
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Its
	 	 	 	 
	 

	 	 	 	 






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