NAVARRE CORPORATION 2004 STOCK PLAN
INCENTIVE STOCK OPTION AGREEMENT
You have been granted an option to purchase shares of the Company, subject to the terms and conditions of the
2004 Stock Plan and the Option Agreement set forth below, as follows:
* Subject to earlier expiration as provided below.
successors thereto, the "Company"), hereby grants to the optionee named above (the "Optionee"), who is an
employee of the Company or a parent or subsidiary of the Company, an option (the "Stock Option") to purchase
on or prior to the expiration date specified above, subject to earlier termination as is specified herein, all or any
part of the number of shares indicated above (the "Option Shares") of the Company's common stock, no par
value (the "Common Stock"), at the per share option exercise price specified above (the "Exercise Price"),
subject to the terms and conditions set forth in this Option Agreement (the "Agreement") and in the Navarre
Corporation 2004 Stock Plan, as amended from time to time (the "Plan"). This Stock Option is intended to
qualify as an "incentive stock option" as defined in Section 422(b) of the Internal Revenue Code of 1986 (the
"Code"). All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth
in the Plan.
Your execution of this Agreement will indicate your acceptance of and your willingness to be bound by its terms.
This Agreement imposes no obligation upon you to purchase any of the Option Shares. Your obligation to
purchase Option Shares can arise only upon your exercise of this Option in the manner set forth in Section 4.
below. This Option may not be exercised unless you have executed and returned this Agreement to the
3. WHEN OPTION MAY BE EXERCISED.
3.1 Vesting Schedule. Subject to the terms and conditions hereof, the Option shall first become exercisable with
respect to the Option Shares in the installments and on the vesting dates specified above (the