{"id":38820,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-option-agreement-navarre-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-option-agreement-navarre-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-option-agreement-navarre-corp.html","title":{"rendered":"Employee Stock Option Agreement – Navarre Corp."},"content":{"rendered":"

NAVARRE CORPORATION <\/strong><\/p>\n

AMENDED AND RESTATED 2004 STOCK PLAN <\/strong><\/p>\n

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT <\/strong>\n<\/p>\n

You have been granted an option to purchase shares of Navarre Corporation,
\nsubject to the terms and conditions of the 2004 Amended and Restated Stock Plan,
\nas amended from time to time (the “Plan”), and the Nonqualified Stock Option
\nAgreement (the “Agreement”) set forth below, as follows:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Optionee:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grant Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Total number of Option Shares:<\/p>\n<\/td>\n

<\/td>\n\n

Shares of Common Stock<\/p>\n<\/td>\n<\/tr>\n

\n

Exercise price per share:<\/p>\n<\/td>\n

<\/td>\n\n

$ [Fair Market Value]<\/p>\n<\/td>\n<\/tr>\n

\n

Expiration date of option*:<\/p>\n<\/td>\n

<\/td>\n\n

[ten years]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Schedule:<\/p>\n<\/td>\n

<\/td>\n\n

First Exercisable<\/p>\n<\/td>\n

<\/td>\n\n

Number of Option Shares<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

[1st<\/sup> anniversary]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Shares<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

[2nd anniversary]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Shares<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

[3rd anniversary]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Shares<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

Subject to earlier expiration as provided below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nonqualified Stock Option Agreement <\/strong><\/p>\n\n\n\n
\n

1<\/p>\n<\/td>\n

\n

GRANT OF OPTION<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Navarre Corporation, a Minnesota corporation (together with all successors
\nthereto, the “Company”), hereby grants to the optionee named above (the
\n“Optionee”), who is an employee of the Company or a Related Company, an option
\n(the “Stock Option”) to purchase on or prior to the expiration date specified
\nabove, subject to earlier termination as is specified herein, all or any part of
\nthe number of shares indicated above (the “Option Shares”) of the Company153s
\ncommon stock, no par value (the “Common Stock”), at the per share option
\nexercise price specified above (the “Exercise Price”), subject to the terms and
\nconditions set forth in this Agreement and in the Plan. This Stock Option is
\nnot<\/u> intended to qualify as an “incentive stock option” as defined in
\nSection 422(b) of the Internal Revenue Code of 1986 (the “Code”). All
\ncapitalized terms used herein and not otherwise defined shall have the
\nrespective meanings set forth in the Plan.<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

ACCEPTANCE<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Your execution of this Agreement will indicate your acceptance of and your
\nwillingness to be bound by its terms. This Agreement imposes no obligation upon
\nyou to purchase any of the Option Shares. Your obligation to purchase Option
\nShares can arise only upon your exercise of this Option in the manner set forth
\nin Section 4 below. This Option may not be exercised unless you have executed
\nand returned this Agreement to the Company.<\/p>\n

Page 1 of 5<\/p>\n

\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

WHEN OPTION MAY BE EXERCISED<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.1 Vesting Schedule<\/u>. Subject to the terms and conditions hereof, the
\nOption shall first become exercisable with respect to the Option Shares in the
\ninstallments and on the vesting dates specified above (the “Vesting Schedule”).
\nThe rights to exercise this Option on the specified vesting dates shall be
\ncumulative with respect to the Option Shares becoming exercisable on each such
\ndate but in no event shall this Option be exercisable after, and this Option
\nshall become void and expire as to all unexercised Option Shares at, 4:00 p.m.
\n(Minneapolis time) on the expiration date set forth above (the “Expiration
\nDate”).<\/p>\n

3.2 Termination of Employment or Service<\/u>. In the event that your
\nemployment with the Company or a Related Company terminates for any reason other
\nthan retirement (as defined below in Section 3.3) or termination for cause (as
\ndefined in Section 3.4 below), this Option shall remain exercisable to the
\nextent exercisable as of such termination but shall expire and become void as to
\nall unexercised Option Shares at 4:00 p.m. (Minneapolis time) on the
\n91st<\/sup> day following the date of such termination, unless the
\nExpiration Date precedes the 91st<\/sup> day. The Vesting Schedule shall no
\nlonger continue to apply after the date of termination and only those Option
\nShares exercisable at the date of termination shall thereafter be exercisable.
\nFor clarification, a termination of employment occurs if the entity that employs
\nyou no longer qualifies as a Related Company of the Company. A change in status
\nfrom an employee to a consultant, agent, advisor or independent contractor is
\nalso considered a termination of employment.<\/p>\n

3.3 Retirement<\/u>. Your termination will be considered due to
\n“Retirement” only if you terminate your employment with the Company or a Related
\nCompany at any time after your age plus your years of employment with the
\nCompany or a Related Company total 70 or greater (Rule of 70). In the event of
\ntermination due to Retirement, this Option shall remain exercisable to the
\nextent exercisable as of such termination but shall expire and become void as to
\nall unexercised Option Shares at 4:00 p.m. (Minneapolis time) on the third
\nanniversary of your Retirement, unless the Expiration Date precedes the third
\nanniversary. The Vesting Schedule shall no longer continue to apply after the
\ndate of termination and only those Option Shares exercisable at the date of
\ntermination shall thereafter be exercisable.<\/p>\n

3.4 Termination for Cause<\/u>. In the event that your employment with the
\nCompany or a Related Company is terminated for Cause, this Option shall expire
\nand become void as to all unexercised Option Shares at 4:00 p.m. (Minneapolis
\ntime) on the effective date of such termination. For purposes of this Agreement,
\nthe term “Cause” shall mean: (i) committing any act of malfeasance or wrongdoing
\naffecting the Company or a Related Company or any act clearly tending to bring
\ndiscredit upon the Company or a Related Company; (ii) breaching any employment
\nor service contract, covenant not to compete or duty of confidentiality
\naffecting the Company or a Related Company; (iii) engaging in conduct which
\nconstitutes a conflict of interest with the Company or a Related Company; (iv)
\nviolating the Company153s or a Related Company153s policies, procedures or work
\nrules, including but not limited to the Navarre Code of Conduct and the Insider
\nTrading Policy, which violation would warrant termination after one or more
\ninfractions; or (v) failing to substantially perform reasonably assigned duties
\nunless such failure can be reasonably excused due to circumstances beyond your
\ncontrol. If you are party to an employment agreement with the Company or a
\nRelated Company which contains a definition of termination for cause which
\nconflicts with the foregoing provision, your employment agreement will be
\ncontrolling.<\/p>\n

Page 2 of 5<\/p>\n

\n

3.5 Change of Control Transaction<\/u>. For purposes of this Section 3.5,
\nthe term “Change of Control Transaction” shall have the meaning set forth in
\nSection 2 of the Plan. Upon the occurrence of a Change of Control Transaction,
\nthe Vesting Schedule shall no longer apply and this Option shall automatically
\nand immediately become exercisable in full. The Committee in its discretion may
\nmake further adjustments or modifications to the Option pursuant to Section
\n15.4. of the Plan.<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

HOW OPTION MAY BE EXERCISED<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4.1 Notice<\/u>. If exercisable, this Option may be exercised in whole or
\nin part (but in increments of at least 100 Option Shares) from time to time by
\naccessing Merrill Lynch Benefits OnLine (www.benefits.ml.com) and following
\ninstructions provided to you by the Company and Merrill Lynch. Exercise must be
\naccompanied by payment in full pursuant to Section 5. below of the aggregate
\nExercise Price for the Option Shares being purchased.<\/p>\n

4.2 Proof of Representation<\/u>. If notice of the exercise of this option
\nis given by a person or persons other than you, the submission of appropriate
\nproof of the right of such person or persons to exercise this Option will be
\nrequired as a condition to the exercise of this Option.<\/p>\n

4.3 Issuance of Shares<\/u>. Certificates evidencing ownership of the
\nshares of Common Stock purchased upon any exercise of this Option will be issued
\nas soon as practicable. If permitted by law and the rules of the applicable
\nstock exchange, the issuance of shares will be effected on a noncertificated
\nbasis. The Company, however, shall not be required to issue or deliver a
\ncertificate or book-entry for any shares until it has complied with all
\nrequirements of the Securities Act of 1933, as amended, the Securities Exchange
\nAct of 1934, as amended, any stock exchange on which the Company153s Common Stock
\nmay then be listed and all applicable state laws in connection with the issuance
\nor sale of such shares or the listing of such shares on said exchange. The
\nCompany may cause each certificate or book-entry evidencing the purchased Common
\nStock to be endorsed with one or more legends setting forth the restrictions on
\ntransfer of such Common Stock. Until the issuance of the Option Shares pursuant
\nto this Agreement and the Plan, you, or such other person as may be entitled to
\nexercise this option, shall have none of the rights of a shareholder with
\nrespect to the Option Shares.<\/p>\n

4.4 Tax Consequences<\/u>. You acknowledge that there are tax consequences
\nthat may be adverse to you upon the exercise of this Option and\/or the
\ndisposition of Option Shares and that you should consult a tax adviser prior to
\nsuch exercise or disposition. The Company makes no representations with respect
\nto tax consequences.<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

PAYMENT FOR OPTION SHARES<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5.1 How Paid<\/u>. At the time of exercise, you must deliver consideration
\nto Merrill Lynch equal to the product of the Exercise Price and the number of
\nOption Shares being purchased. Forms of payment acceptable are: (i) cash (by
\nwire transfer to Merrill Lynch); (ii) a personal check or a certified or bank
\ncashier153s check, payable to Merrill Lynch; (iii) authorization to Merrill Lynch
\nto sell only enough of the underlying shares to cover the Exercise Price, taxes
\nand fees (cashless hold); (iv) authorization to Merrill Lynch to sell all of the
\nunderlying shares and deliver the proceeds, less taxes and fees, to you or your
\nMerrill Lynch account (cashless sell); or (v) the tender of shares of Common
\nStock that you have owned for at least six months with a value on the day of
\nexercise equal to the Exercise Price, taxes and fees (stock swap exercise).<\/p>\n

Page 3 of 5<\/p>\n

\n

5.2 Payment by Tendering Shares<\/u>. If paying all or a portion of the
\naggregate Exercise Price by a stock swap exercise, you may satisfy such delivery
\nby presenting proof of beneficial ownership of such shares rather than physical
\ndelivery. The Company will accept such delivery by attestation as payment and
\ndeduct the same number of shares from the number of Option Shares issued
\npursuant to the exercise.<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

WITHHOLDING TAXES<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon your exercise of this Option and prior to the delivery of the Option
\nShares purchased pursuant to such exercise, the Company is entitled to: (i)
\nwithhold and deduct from your future wages (or from other amounts which the
\nCompany may owe you), or make other arrangements for the collection of, all
\nlegally required amounts necessary to satisfy any federal, state or local
\nwithholding and employment-related tax requirements attributable to the grant or
\nexercise of this Option or otherwise incurred with respect to this Option; or
\n(ii) require you to promptly remit the amount of such withholding to Merrill
\nLynch before acting on your exercise notice. In the event that the Company is
\nunable to withhold such amounts, for whatever reason, you hereby agree to pay to
\nthe Company an amount equal to the amount the Company would otherwise be
\nrequired to withhold under federal, state or local law.<\/p>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

TRANSFERABILITY OF OPTION<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

You may not sell, assign, pledge (as loan collateral or otherwise), encumber
\n(by operation of law or otherwise), or transfer this Option in any manner, other
\nthan by will or the applicable laws of descent or distribution. During your
\nlifetime, this Option is exercisable only by you or a legal representative. Any
\nattempt to transfer or encumber this Option or the Option Shares shall be null
\nand void and shall void this Option.<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

THIS OPTION SUBJECT TO PLAN<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Option and the Option Shares granted and issued pursuant to this
\nAgreement have been granted and issued under, and are subject to the terms of,
\nthe Plan. The terms of the Plan are incorporated by reference herein in their
\nentirety, and, by execution hereof, you acknowledge having reviewed a copy of
\nthe Plan. The provisions of this Agreement shall be interpreted so as to be
\nconsistent with the Plan, and any ambiguities herein shall be interpreted by
\nreference to the Plan. In the event that any provision hereof is inconsistent
\nwith the terms of the Plan, the terms of the Plan shall prevail. You acknowledge
\nand agree that in the event of any question or controversy relating to the terms
\nof the Plan or this Agreement, the decision of the Committee administering the
\nPlan shall be conclusive and final. A copy of the Plan has been filed with the
\nSecurities and Exchange Commission as an Exhibit to S-8 Registration Statement
\ndated February 20, 2006, and is available from the Company, attention Human
\nResources.<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

NO GUARANTEE OF CONTINUED EMPLOYMENT<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

You acknowledge and agree that the vesting of shares pursuant to the Vesting
\nSchedule is earned only by continuing your employment or other service at the
\nwill of the Company. You further acknowledge and agree that the award of this
\nOption and this Agreement do not constitute an express or implied promise of
\ncontinued employment for any period and shall not interfere with your right or
\nthe Company153s right to terminate your employment or service at any time with or
\nwithout cause.<\/p>\n

Page 4 of 5<\/p>\n

\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

MISCELLANEOUS<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10.1 Binding Effect<\/u>. This Agreement shall be binding upon the heirs,
\nexecutors, administrators and successors of the parties hereto.<\/p>\n

10.2 Governing Law<\/u>. This Agreement and all rights and obligations
\nhereunder shall be construed in accordance with the Plan and governed by the
\nlaws of the State of Minnesota, without regard to its choice of laws provisions.
\nThe parties agree that any action relating to this Agreement may be brought in
\nthe state or federal courts located in Hennepin County, Minnesota and the
\nparties hereby consent to the jurisdiction of such courts.<\/p>\n

10.3 Entire Agreement<\/u>. This agreement and the Plan set forth the
\nentire agreement and understanding of the parties hereto with respect to the
\ngrant and exercise of this Option and the administration of the Plan and
\nsupersede all prior agreements, arrangements, plans and understandings relating
\nto the grant and exercise of this Option and the administration of the Plan.\n<\/p>\n

10.4 Amendment and Waiver<\/u>. This Agreement may be amended, waived,
\nmodified or canceled by the Committee at any time, provided that all such
\namendments, waivers, modifications or cancellations shall comply with and not be
\nprohibited by the provisions of the Plan, and any amendment, waiver,
\nmodification or cancellation that has a material adverse affect on your rights
\nunder this Agreement shall be with your consent in a written instrument executed
\nby you and the Company.<\/p>\n

Agreed and accepted as of the Grant Date:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

NAVARRE CORPORATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

OPTIONEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Its<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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