THIS AGREEMENT is made and entered into as of the 1st day of October, 1996, by and between NAVARRE
CORPORATION, a Minnesota corporation (the "Company"), and CHARLES E. CHENEY, a resident of the
State of Minnesota ("Executive").
W I T N E S S E T H:
WHEREAS, Executive has a unique knowledge of the Company's business, and has special expertise in the
management and future planning of its affairs, and has been a key Executive of the Company, helping to develop
the image of the business; and
WHEREAS, the Company believes that Executive's continued involvement in the management and affairs of the
business are essential to its management and planning in the future; and
WHEREAS, a previous employment agreement expired as of September 30, 1996 and it is the desire of the
parties to extend the terms thereof.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations of this
Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT. Subject to all of the terms and conditions of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts employment with the Company, as its Executive Vice President, Chief
Financial Officer and Treasurer.
(a) EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER. The services of
Executive are exclusive to the Company. Executive will devote substantially all of his business hours to, and make
the best use of his energy, knowledge and training in, performing his duties as Executive Vice President, Chief
Financial Officer and Treasurer of the Company within the general guidelines established by the Board of
Directors of the Company as the same may, from time to time, be modified by the Company's Board of
Directors. Executive will report to the Board of Directors of the Company and have all the duties normally
subscribed to the Chief Financial Officer. Not