AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 99.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made effective December 28, 2006,
by and between Navarre Corporation, a Minnesota corporation, (hereafter the “Company”), and Xxxx X.
Xxxxxxx, a resident of the State of Minnesota (hereafter “Executive”).
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to an existing Employment Agreement dated
November 1, 2001, as amended (the “Employment Agreement”); and
WHEREAS, the Company and Executive mutually desire to amend the Employment Agreement upon the
terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and
covenants hereinafter contained, the receipt and sufficiency of which is hereby acknowledged, each
of the parties to this Amendment agree that the Employment Agreement is amended as follows:
1. Effective January 1, 2007, all references in the Employment Agreement to the titles “Chief
Executive Officer” and/or “President” shall be replaced with “Executive Chairman” which shall be
Executive’s title as of that date and for the remainder of the Employment Period.
2. Section 6(e) of the Employment Agreement is hereby amended by including the following
immediately subsequent to the current Section 6(e)(iv), as a new Section 6(e)(v):
“(v) Deferred Compensation Restrictions. It is intended that any
amounts payable under this Agreement shall comply with the provisions of Section
409A of the Code, and the treasury regulations relating thereto, so as not to
subject the Executive to the payment of tax penalties and interest which may be
imposed under Code Section 409A. In furtherance of this interest, and to the
extent required by Section 409A of the Code to avoid any penalties on Executive,
except as to the funding of the rabbi trust pursuant to Section 4(d)(iv) of this
Agreement, all payments to Executive hereunder that are to be made upon the
termination of Executive’s employment shall be distributed on the later of (i)
the dates specified in this Agreement, or (ii) six (6) months after the
Executive’s date of termination of employment. The term “termination of
employment” and other similar terms used in this Agreement shall be construed to
have the same meaning as is given to the term “Separation from Service” in
Section 409A. The Executive and the Company shall cooperate in making such other
amendments to the terms of this Agreement as may be necessary to avoid the
imposition of penalties and additional taxes under Section 409A of the Code.”
3. Capitalized terms used in this Amendment that are not defined herein, shall have the
meaning attributed to them in the Employment Agreement.
4. This Amendment shall be attached to and be a part of the Employment Agreement between the
Company and Executive, and the parties hereto expressly acknowledge and agree that except as
amended hereby, the Employment Agreement remains in full force and effect in accordance with its
original terms and conditions and is not subject to any defenses, counterclaims or rights to
setoff.
5. This Amendment and the Employment Agreement reflect the entire agreement of the parties
hereto and no other action or statement of either Executive or the Company, or any of its officers,
directors, agents, employees, legal counsel or other representatives shall amend, or be deemed an
addendum of, the Employment Agreement.
6. This Amendment may be executed in counterparts, each of which will be deemed an original
but all of which will constitute one and the same instrument.
IN WITNESS WHEREOF, in consideration of the mutual covenants contained herein, the parties have
executed this Amendment effective as of the date and year above written.
| THE COMPANY: | EXECUTIVE: | |||||||
| Navarre Corporation, a Minnesota Corporation |
||||||||
By:
|
/s/ Xxxx X. Xxxxxx | /s/ Xxxx X. Xxxxxxx | ||||||
| President and Chief Operating Officer | ||||||||
