HAWKINS,INC. 2010OMNIBUS STOCK PLAN

Name of Director:
 

No. of Shares Covered:
 

Date of Issuance:

 
Vesting Schedule pursuant to Section 3:
 

Vesting Date(s)
 
 

No. of Shares Which

Become Vested as of Such Date
 
 

(i)

termination of the Director’s status as a member of the Board for any reason, whether by the Company with or without cause, voluntarily or involuntarily by the Director or otherwise (“Termination of Directorship”); or

(ii)

any attempt to transfer or otherwise dispose of any of the Restricted Shares, or to levy any attachment or pursue any similar involuntary process with respect to any Restricted Shares, in violation of Section 2(b) of this Agreement.

For purposes of this Agreement, a leave of absence granted to the Director by the Board shall not be deemed a Termination of Directorship.

(b)

Limitation on Transfer.  Until such time as the Restricted Shares have become vested under Section 3 of this Agreement, the Director shall not transfer the Restricted Shares and the Restricted Shares shall not be subject to pledge, hypothecation, execution, attachment or similar process.  Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares contrary to the provisions hereof, and any attempt to levy any attachment or pursue any similar process with respect to them, shall be null and void.

3.

Vesting.   The Restricted Shares shall cease to be subject to forfeiture under Section 2 hereof in the numbers and on the dates specified in the vesting schedule at the beginning of this Agreement; provided, however, that the Restricted Shares shall immediately cease to be subject to forfeiture under Section 2 hereof (i) upon the occurrence of a Fundamental Change or (ii) if the Director’s directorship terminates because of death or disability.  Restricted Shares that have so ceased to be subject to forfeiture are sometimes referred to as “vested” or as “Vested Shares” in this Agreement.

4.

Shareholder Rights.  As of the date of issuance specified at the beginning of this Agreement, the Director shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, except as otherwise specifically provided in this Agreement.

5.

Tax Withholding.  The parties hereto recognize that the Company or a subsidiary of the Company may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Restricted Shares, or, in the event that the Director elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Director’s receipt of the Restricted Shares.  The Director agrees that, at such time, if the Company or a subsidiary is required to withhold such taxes, the Director will promptly pay, in cash or through the forfeiture of Vested Shares to the Company (or in any other manner permitted by the Committe e in accordance with the terms of the Plan), upon demand, to the Company or the subsidiary having such obligation, such amounts as shall be necessary to satisfy such obligation.  The Director further acknowledges that the Company has directed the Director to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Director may reside, and the tax consequences of the Director’s death.

6.

Restrictive Legends and Stop-Transfer Orders.

(a)

Legends.  The certificate or certificates representing the Restricted Shares shall bear the following legend (as well as any legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions set forth in this Agreement:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE DIRECTOR, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

(b)

Stop-Transfer Notices.  The Director agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c)

Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

7.

Interpretation of This Agreement.  All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Director.  If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

8.

Binding Effect.  This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Director.

9.

Choice of Law.  This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict-of-law principles).

10.

Entire Agreement.  This Agreement and the Plan set forth the entire agreement and understanding of the parties hereto with respect to the issuance and sale of the Restricted Shares and the administration of the Plan and supersede all prior agreements, arrangements, plans, and understandings relating to the issuance and sale of these Restricted Shares and the administration of the Plan.

11.

Amendment and Waiver.  Except as provided in the Plan, this Agreement may be amended, waived, modified, or canceled only by a written instrument executed by the parties or, in the case of a waiver, by the party waiving compliance.

12.

Acknowledgment of Receipt of Copy.  By execution hereof, the Director acknowledges having received a copy of the Plan.