0001193125-05-135568 Sample Contracts

HANDLEMAN COMPANY RESTRICTED STOCK AGREEMENT LONG TERM PERFORMANCE INCENTIVE GRANT
Restricted Stock Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan

WHEREAS, Handleman Company (together with its subsidiaries and affiliates, including joint ventures, referred to herein as the “Company”) wishes to grant you, and you wish to receive, certain shares of the common stock of the Company (“Restricted Stock”), subject to restrictions on transfer and subject to forfeiture under certain conditions, in accordance with the Handleman Company 2001 Stock Option and Incentive Plan, as amended (herein referred to as the “Plan”), the Plan being incorporated herein by reference; and

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PERFORMANCE SHARE AND PERFORMANCE UNIT GRANT AGREEMENT
Performance Share and Performance Unit Grant Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec

Pursuant to Handleman Company’s 2004 Stock Plan (the “Plan”) and in consideration for the covenants as stated in Paragraph E of this Performance Share and Performance Unit Agreement (“Agreement”), Handleman Company (the “Corporation”) hereby grants you the right to receive shares (“shares”) of the Corporation’s common stock as well as cash-based performance units (“units”) upon the terms of this Agreement and the Plan, which may be amended from time to time, is made a part of and incorporated by reference into this Agreement and is available upon request.

FORM OF CHANGE OF CONTROL/SEVERANCE AGREEMENT
Change of Control/Severance Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec • Michigan

THIS AGREEMENT is entered into this 8th day of August, 2003, between HANDLEMAN COMPANY, a Michigan corporation (the “Company”), and . (the “Executive”).

AGREEMENT FOR RELEASE AND WAIVER OF CLAIMS Between HANDLEMAN COMPANY AND ROBERT SAUSA
Release and Waiver of Claims Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec

THIS AGREEMENT FOR RELEASE AND WAIVER OF CLAIMS (“Agreement”) is entered into as of this 1st day of January 2005, by and between Handleman Company (“Handleman”) and Robert Sausa (“Sausa”). The parties agree:

FORM OF PERFORMANCE SHARE GRANT AGREEMENT
Performance Share Grant Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec

Pursuant to the Handleman Company 2001 Stock Option and Incentive Plan (the “Plan”), Handleman Company (the “Corporation”) hereby grants you the right to receive shares (“shares”) of the Corporation’s common stock upon the terms of this Agreement and the Plan, which Plan, as it may be amended from time to time, is made a part of and incorporated by reference into this Agreement and is available upon request.

FORM OF PERFORMANCE SHARE GRANT AGREEMENT
Performance Share Grant Agreement • June 30th, 2005 • Handleman Co /Mi/ • Wholesale-durable goods, nec

Pursuant to Handleman Company’s 2001 Stock Option and Incentive Plan (the “Plan”), Handleman Company (the “Corporation”) hereby grants you the right to receive shares (“shares”) of the Corporation’s common stock upon the terms of this Agreement and the Plan, which Plan, as it may be amended from time to time, is made a part of and incorporated by reference into this Agreement and is available upon request.

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