Hot Topic Inc. Director Compensation Policy (Revised March 16, 2012)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for directors of Hot Topic Inc. as of March 16, 2012. Directors receive cash payments for attending board and committee meetings, with additional annual retainers for committee chairs. Compensation also includes automatic and discretionary stock option grants and stock bonus awards, with specific amounts and valuation methods detailed. New directors receive prorated stock options and bonus awards based on their start date. The policy sets clear terms for how directors are compensated for their service to the company.

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EX-10.11A 2 a50201483_ex10-11a.htm EXHIBIT 10.11A a50201483_ex10-11a.htm
Exhibit 10.11a
 
Hot Topic Inc., Director Compensation
 
(As revised March 16, 2012)
 
Cash Compensation:
 
MEETINGS
PER MEETING
FEE
  
ANNUAL
RETAINER
  
Board
        
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 Options:
  
   
Continuing Director Grant:
2,500 options
   
Discretionary 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.