THIS AGREEMENT is made and entered into as of this 21st day of November, 1996, by and between
NAVARRE CORPORATION, a Minnesota corporation (the "Company"), and GUY M. MARSALA, a
resident of the State of Minnesota ("Executive").
W I T N E S S E T H:
WHEREAS, it is the desire of the parties to enter into this employment agreement on the terms and conditions
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 Chief Operating Officer.
2. DUTIES AS CHIEF OPERATING OFFICER. 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 Chief Operating Officer of the Company within the general guidelines
established by the Chief Executive Officer of the Company as the same may, from time to time, be modified by
the Company's Board of Directors. Executive will always report to the Chief Executive Officer of the Company
and have all the duties normally subscribed to the Chief Operating Officer. Notwithstanding anything in this
Agreement to the contrary, the duties of Executive under this Agreement do not (i) require Executive to relocate
his principal office or residence from the Minneapolis/St. Paul, Minnesota metropolitan area without the prior
written consent of Executive, or (ii) prevent Executive from owning, directly or indirectly, securities of, or
otherwise participating in the ownership of, any publicly-owned business, trade, industry or venture. Executive
will perform his duties in a competent and professional manner, consi