NAVARRE CORPORATION 2004 STOCK PLAN RESTRICTED STOCK UNIT AGREEMENT

EXHIBIT 10.1

NAVARRE CORPORATION 2004 STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT

You have been granted an Award of time-vested Restricted Stock Units, subject to the terms and conditions of the 2004 Stock Plan, as amended, and the Restricted Stock Unit Agreement set forth below, as follows:

Name of Participant:
Grant Date:
Number of Award Shares:		shares of Common Stock

Vesting Schedule:		Issue Dates		Number of Award Shares
		[first anniversary]		[1/3]
		[second anniversary]		[1/3]
		[third anniversary]		[1/3]

Restricted Stock Unit Agreement

1. GRANT OF STOCK UNIT AWARD .

     Navarre Corporation, a Minnesota corporation (together with all successors thereto, the “Company”), hereby grants to the Participant named above, who is an employee and key leader of the Company or a Related Company, an award of Restricted Stock Units (the “Stock Units”) subject to the terms and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Navarre Corporation 2004 Stock Plan, as amended from time to time (the “Plan”). The Stock Units represent the contingent right to receive, on a one for one basis, the number of shares (the “Award Shares”) indicated above of the Company’s common stock, no par value (the “Common Stock”) on the dates (the “Issue Date(s)”) specified in the vesting schedule above (the “Vesting Schedule”). Continued employment with the Company or a Related Company is the only required consideration for this grant. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan.

2. ACCEPTANCE .

     Your execution of this Agreement will indicate your acceptance of and your willingness to be bound by its terms. No Award Shares will be issued unless you have executed and returned this Agreement to the Company.

3. VESTING OF STOCK UNITS .

3.1 Vesting Schedule . Vesting is subject to your continued employment or service with the Company or a Related Company. Your right to receive the Award Shares will vest, and no longer be contingent, in three installments on the Issues Dates indicated in the

Vesting Schedule. Vested Award Shares will be issued and registered in your name as soon as practicable after the applicable Issue Date. Stock Units for Award Shares that do not vest shall be immediately cancelled.

3.2 Termination of Employment or Service . In the event that your employment or service with the Company or a Related Company terminates voluntarily or involuntarily for any reason prior to an Issue Date indicated in the Vesting Schedule, this award of Stock Units shall expire and be deemed forfeited with respect to all Award Shares not vested at the time of such termination. None of the unvested Award Shares shall be due or issued to you.

3.3 Change of Control Transaction . For purposes of this Section 3.3, the term “Change of Control Transaction” shall have the meaning set forth in Section 2 of the Plan. Upon the occurrence of a Change of Control Transaction, the Vesting Schedule shall no longer apply and the Company shall issue all Award Shares not previously issued to you. The Committee administering the Plan in its discretion may make further adjustments or modifications to the Award Shares pursuant to Section 15.4 of the Plan.

4. ISSUANCE OF SHARES .

4.1 Issuance of Shares . Certificates evidencing ownership of vested Award Shares will be issued as indicated above. If permitted by law and the rules of the applicable stock exchange, the issuance of shares may be effected on a noncertificated basis. The Company, however, shall not be required to issue or deliver a certificate for any sha