Hot Topic Inc. Director Compensation Policy (Revised June 5, 2012)

Summary

This document outlines the compensation policy for directors of Hot Topic Inc. as of June 5, 2012. It details cash compensation for board and committee service, including meeting fees and annual retainers for various roles such as Lead Independent Director and committee chairs. Directors also receive automatic and discretionary stock option grants, as well as stock bonus awards, with amounts determined by market value and tenure. New directors receive prorated stock options and bonus awards based on their start date. The policy ensures directors are compensated for their service and participation.

EX-10.15A 2 a50590453ex10_15a.htm EXHIBIT 10.15A a50590453ex10_15a.htm

Exhibit 10.15a

Hot Topic Inc., Director Compensation

(As revised June 5, 2012)

Cash Compensation:

MEETINGS	PER MEETING FEE			ANNUAL RETAINER
Board
Lead Independent Director		$	10,000		$	20,000
Member (in-person meeting)		$	10,000			-
Telephonic meetings (all directors)		$	2,000			-

Audit Committee
Chair		$	2,500		$	20,000
Member		$	1,500			-

Governance & Nominating Committee
Chair		$	2,500		$	5,000
Member		$	1,000			-

Compensation Committee
Chair		$	2,500		$	10,000
Member		$	1,000			-

Other Compensation:

Automatic Stock Options:
Continuing Director Grant:	2,500 options

Discretionary Stock Options:
Continuing Director Grant:	The number of options which will, including the automatic grant, provide a $60,000* aggregate grant.
	*Valuation based upon the Black Scholes model (basis is the market closing price on the date of grant).

Stock Bonus Award:
Continuing Director Award:	The number of shares equal to $25,000 divided by the market closing price on the date of grant.

New Director:

Stock Options	The number of stock options equal to $60,000 ** based on the Black Scholes valuation based upon the market closing price (first day serving on board).
Stock Bonus Award	The number of shares equal to $25,000 ** divided by the market closing price on the first day serving on board.
	** Stock Options and Stock Bonus award shares prorated based upon portion of board year served.