1992 STOCK OPTION PLAN
ARTICLE 1. ESTABLISHMENT AND PURPOSE
1.2 Establishment. Navarre Corporation (the "Company") hereby establishes a plan providing for stock-based
compensation incentive awards for the performance by certain eligible individuals of services for the Company.
This plan shall be known as the Navarre Corporation 1992 Stock Option Plan (the "Plan").
1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its shareholders by enabling
the company to attract and retain persons of ability to perform services for the Company, by providing an
incentive to such persons through equity participation in the Company and by rewarding such persons who
contribute to the achievement by the Company of its economic objectives.
ARTICLE 2. DEFINITIONS.
The following terms shall have the meanings set forth below, unless the context clearly otherwise requires:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Broker Exercise Notice" means the written notice described in section 6.6(b) of the Plan.
2.3 "Change in Control" means an event described in Section 10.1 of the Plan.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Committee" means a committee of the Board as may be designated by the Board, from time to time, for the
purpose of administering this Plan as contemplated by section 3 hereof.
2.6 "Common Stock" means the common stock of the Company, no par value, or the number and kind of shares
of stock or other securities into which such Common Stock may be changed in accordance with Section 4.3 of
2.7 "Disability" means the disability of the Participant as defined in the long-term disability plan of the Company
then covering the Participant or, if no such plan exists, the permanent and total disability of the Participant within
the meaning of Section 22(e)(3) of the Code.
2.8 "Eligible Recipient" means all employees (including, without limitation, officers and directors who are also