Hot Topic Inc., Director Compensation

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.