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HOT TOPIC, INC. 2006 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD PROGRAM 2007 AWARD GRANT NOTICE

Performance Unit Award Agreement

HOT TOPIC, INC. 

2006 EQUITY INCENTIVE PLAN 

PERFORMANCE SHARE AWARD PROGRAM 

2007 AWARD GRANT NOTICE 
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This Performance Unit Award Agreement involves

HOT TOPIC INC

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Title: HOT TOPIC, INC. 2006 EQUITY INCENTIVE PLAN PERFORMANCE SHARE AWARD PROGRAM 2007 AWARD GRANT NOTICE
Governing Law: California     Date: 3/28/2007
Industry: Retail (Specialty)    

HOT TOPIC, INC. 

2006 EQUITY INCENTIVE PLAN 

PERFORMANCE SHARE AWARD PROGRAM 

2007 AWARD GRANT NOTICE 
, Parties: hot topic inc
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Exhibit 10.28a

H OT T OPIC , I NC .

2006 E QUITY I NCENTIVE P LAN

P ERFORMANCE S HARE A WARD P ROGRAM

2007 A WARD G RANT N OTICE

Hot Topic, Inc. (the “Company” ), pursuant to its Performance Share Award Program (the “Program” ) under its 2006 Equity Incentive Plan (the “Plan” ), hereby awards to Participant the Target Award set forth below. This Award (both the Target Award and the Maximum Award, as noted below) is subject to all of the terms and conditions as set forth herein and in the Performance Share Award Agreement, the Program and the Plan, all of which are incorporated herein in their entirety. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Performance Share Award Agreement, the Plan or the Program, as applicable.

 

 

 

 

Participant:

 

 

Date of Grant:

 

 

Number of Shares Subject to Target Award 1 :

 

[             ] shares of Common Stock

Performance Period:

 

 

 

 

 

 

Delivery of Shares:

  

Subject to the limitations contained herein and to the provisions of the Plan and the Program, Participant shall be entitled to receive an Actual Award equal to all or a portion (including none) of the Target Award (and Maximum Award) on the date specified in the Performance Share Award Agreement, provided that (i) the Committee determines that the specified level of applicable Performance Goals has been met during the Performance Period and (ii) Participant continues to render service to the Company or an Affiliate from the date hereof through the entire Performance Period and until such Committee determination.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Award Grant Notice, the Performance Share Award Agreement, the Program, and the Plan. Participant further acknowledges that as of the Date of Grant, this Award Grant Notice, the Performance Share Award Agreement, the Program, and the Plan set forth the entire understanding between Participant and the Company regarding the Target Award (and Maximum Award) and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted to Participant under the Plan, if any and (ii) the following agreements only:

 

 

 

 

 

 

 

 

O THER A GREEMENTS :

 

None.

 

 

 

 

 

H OT T OPIC , I NC .:

 

 

 

P ARTICIPANT :

 

 

 

 

By:

 

 

 

 

 

 

 

 

Betsy McLaughlin, CEO

 

 

 

Signature

 

 

 

Date:                     

 

 

 

Date:                     

D OCUMENTS I NCORPORATED BY R EFERENCE : Performance Share Award Agreement, Performance Share Award Program and 2006 Equity Incentive Plan


 

 

 

1    Number of Shares Subject to Maximum Award:

 

[            ] shares of Common Stock


H OT T OPIC , I NC .

2006 E QUITY I NCENTIVE P LAN

P ERFORMANCE S HARE A WARD P ROGRAM

P ERFORMANCE S HARE A WARD A GREEMENT

Pursuant to the Award Grant Notice ( “Grant Notice” ) and this Performance Share Award Agreement ( “Award Agreement” ), Hot Topic, Inc. (the “Company” ) has awarded you, pursuant to its Performance Share Award Program (the “Program” ) under its 2006 Equity Incentive Plan (the “Plan” ), the Target Award (and Maximum Award) as indicated in the Grant Notice. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Program, as applicable.

The details of your Award are as follows.

1. E NTITLEMENT TO S HARES . E NTITLEMENT TO S HARES . Subject to the limitations contained herein and to the provisions of the Program and the Plan, you shall be entitled to receive an Actual Award equal to all or a portion (including none) of the Target Award (and Maximum Award, in the event of performance exceeding that of the Target Award as indicated herein) provided that (i) the Committee determines that the specified level of applicable Performance Goals has been met during the Performance Period and (ii) your Continuous Status as an Employee, Director or Consultant has not terminated prior to such Committee determination; provided, however, that (x) if a specified level of Performance Goals is not achieved during the Performance Period, you will not receive any shares of stock, and (y) the maximum number of shares of stock that you may receive as an Actual Award will in no event exceed the Maximum Award. The applicable target and maximum award levels for the applicable Performance Period are set forth in Exhibit A hereto.

2. D IVIDENDS . Prior to your receipt of any shares of stock as an Award, you shall not receive any payment or other adjustment in the number of shares subject to your Target Award (or Maximum Award) for dividends or other distributions that may be made in respect of the shares of stock to which your Award relates. Notwithstanding the foregoing, with respect to any election you may make for the deferred receipt of shares of stock as an Actual Award, any dividends or other distributions that may be made in respect of such shares of stock after the end of the Performance Period will be paid in the same form issued to other shareholders and will be subject to the terms of your deferral election.

3. D ELIVERY OF S HARES . Provided that you become entitled to receive an Actual Award in accordance with Section 1 of this Award Agreement, then you shall be a general unsecured creditor of the Company with respect to the shares to be issued pursuant to your Actual Award until such time as the company issues to you (or your heirs in the case of death) the certificates for the shares (the “Certificates” ) subject to your Actual Award. Such Certificates, when issued, shall be registered in your name (or your heirs) and, subject to Section 13 of this Award Agreement, will be delivered to you (or your heirs) within thirty (30) days following the completion of an independent audit and/or certification by the Committee, as described in Section 4(a) of the Program. Notwithstanding the foregoing, if you elect to defer


delivery of the shares of stock as provided in Section 4 of this Award Agreement, the shares of stock will be delivered to you on the date or dates that you elect on your Deferral Election Form. However, in the event that the Company determines that you are subject to its policy regarding insider trading of the Company’s stock and any shares are scheduled to be delivered to you on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to you, as determined by the Company in accordance with such policy, then the Certificates covering such shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable within the next open “window period” applicable to you pursuant to such policy. The form of delivery ( e.g. , a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

4. D EFERRAL E LECTION . If permitted by the Company to do so, you may elect to defer issuance of the shares of stock that would otherwise be issued pursuant to your Award. If such deferral election is made, it shall be made in accordance with the following requirements:

(a) No deferral period shall exceed the maximum period permitted by the Company;

(b) You must complete a Deferral Election Form (in the form provided by the Company) at such time as the Company shall require, which in no event shall be later than six (6) months prior to the end of the applicable Performance Period; and

(c) The Board (or appropriate committee thereof) will, in its sole discretion, establish the rules and procedures for such deferrals.

5. E FFECT OF L EAVES OF A BSENCE . Unless otherwise required by law, in the case of a Designated Participant who has taken in excess of thirty (30) days of leaves of absence during a Performance Period, the shares of stock otherwise deliverable as an Actual Award shall be prorated on the basis of the number of days of the Participant’s Continuous Status as an Employee, Director or Consultant during the Performance Period during which the Participant was not on a leave of absence.

6. N UMBER OF S HARES . The number of shares of stock subject to your Target Award (and Maximum Award) may be adjusted from time to time for capitalization adjustments, as provided in Section 12(a) of the Plan.

7. S ECURITIES L AW C OMPLIANCE . The grant of your Target Award (and Maximum Award) and the issuance of any shares of stock as an Actual Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. You may not be issued any shares of stock as an Actual Award if the issuance of shares of stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the stock may then be listed. In addition, you may not be issued any shares of stock as an Actual Award unless (i) a registration statement under the Securities Act shall at the time of issuance be in effect with respect to the shares or (ii) in the opinion of legal counsel to the Company, the shares may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain


from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares as an Actual Award shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of any shares as an Actual Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

8. R ESTRICTIVE L EGENDS . The shares of stock issued as an Actual Award shall be endorsed with appropriate legends, if any, determined by the Company.

9. T RANSFERABILITY . Your Award is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of shares of stock pursuant to Section 3 of this Award Agreement.

10. A WARD NOT A S ERVICE C ONTRACT . Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or an Affiliate, or on the part of the Company or an Affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or an Affiliate, their respective shareholders, boards of directors, Officers or Employees to continue any relationship that you might have as an Employee, Director or Consultant for the Company or an Affiliate.

11. U NSECURED O BLIGATION . Your Award is unfunded and you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of stock pursuant to this Award Agreement.

12. W ITHHOLDING O BLIGATIONS .

(a) At the time you receive a distribution of shares of stock pursuant to your Award, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from payroll and any other amounts payable to you and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your Award.

(b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to issue a certificate for such shares.

13. N ATURE OF A WARD . In accepting your Award, you acknowledge that:

(a) the Plan is established voluntarily by the Company; it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, Program and this Award Agreement;


(b) the grant of your Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;

(c) all decisions with respect to future Award grants, if any, will be at the sole discretion of the Board;

(d) your participation in the Plan shall not create a right to further employment with the Company or an Affiliate and shall not interfere with any ability of the Company or an Affiliate to terminate your employment relationship at any time with or without cause;

(e) you are voluntarily participating in the Plan;

(f) an Actual Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(g) in the event that you are not an employee of the Company, your Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, your Award will not be interpreted to form an employment contract with the other members of the Company or an Affiliate;

(h) the future value of the shares subject to your Award is un


 
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