ADDENDUM TO NAVARRE CORPORATION
INCENTIVE STOCK OPTION AGREEMENT (NO. 597A)
THIS ADDENDUM TO NAVARRE CORPORATION INCENTIVE STOCK OPTION AGREEMENT
(NO. 597A) (this "Addendum") is made as of the 13th day of November, 2003 by and
between Navarre Corporation, a Minnesota corporation (the "Company"), and Xxxx
Xxxxxx ("Optionee").
W I T N E S S E T H:
WHEREAS, the Company and Optionee previously entered into that certain
Navarre Corporation Incentive Stock Option Agreement (No. 597A) effective as of
September 6, 2002, as heretofore and hereinafter amended (the "Option
Agreement"); and
WHEREAS, it has been discovered that certain terms and conditions that
were discussed and agreed upon by the Company and Optionee with respect to the
Option Agreement were incorporated into the Option Agreement in a manner that is
unclear, ambiguous and inconsistent with the agreement and that expectations of
each of the parties; and
WHEREAS, in order to clarify such ambiguities and to more clearly set
forth the original intent and agreement of each of the parties, the Company and
Optionee mutually agree that it is in their best interest to amend the Option
Agreement upon the terms and conditions contained herein.
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, the parties to this Addendum agree that the
Option Agreement is hereby amended as follows:
1. Section 3.1 of the Option Agreement is hereby amended by replacing it in its
entirety with the amended and restated Section 3.1 set forth below:
3.1 Initial Period of Exercisability. Subject to the terms and
conditions hereof, the Option shall be exercisable with respect to the
Option Shares two (2) years from the Date of Grant (the "Vesting
Date"). Notwithstanding the foregoing, and subject to the terms and
conditions hereof, the Option shall become immediately exercisable with
respect to that portion of the Option Shares that is set forth below,
if the closing market price of the common stock of the Company should
reach any of the following milestones on any trading day prior to the
Vesting Date:
Applicable Number of Option Shares
Milestone Available for Exercise
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$2.00 per share 50,000
$3.00 per share 50,000
$3.50 per share 50,000
$4.50 per share 50,000
$6.00 per share 50,000
2. Section 3.2 of the Option Agreement is hereby amended by replacing it in its
entirety with the amended and restated Section 3.2 set forth below:
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3.2 Termination of Employment or Other Service. Except as is otherwise
provided in Section 3.3 below, in the event that Optionee's employment
or other service with the Company and all Subsidiaries (as defined in
the Plan) is terminated for any reason, including but not limited to
termination for cause, this Option shall be immediately exercisable
with respect to the Option Shares and shall remain exercisable for a
period of three months after such termination. Notwithstanding the
foregoing, Optionee acknowledges and agrees that the Option shall not
be exercisable with respect to the Option Shares pursuant to this
Section 3.2 after the Time of Termination.
3. The parties hereto hereby expressly acknowledge and agree that except as
amended hereby, the Option Agreement remains in full force and effect in
accordance with its original terms and is not subject to any defenses,
counterclaims or rights to setoff.
4. This Addendum and the Option Agreement reflect the entire agreement of the
parties hereto and no other action or statement of either Optionee or the
Company or any of its officers, directors, agents, employees, legal counsel or
other representative shall amend, or be deemed an Addendum of, the Option
Agreement.
5. This Addendum 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, the Company and Optionee have executed this Addendum as of
the day and year first above written.
THE COMPANY: OPTIONEE:
Navarre Corporation,
a Minnesota corporation
By:
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Name: Xxxx Xxxxxx
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Its:
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