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Exhibit
10.1
HOT TOPIC,
INC.
1996 NON-EMPLOYEE
DIRECTORS’ STOCK OPTION PLAN
Adopted on June 14,
1996
Approved by Shareholders
on July 9, 1996
Amended on
February 18, 1998
Approved by Shareholders
on May 27, 1998
Amended on
February 24, 2000
Approved by Shareholders
on June 28, 2000
Amended on March 17,
2005
Approved by Shareholders
on June 15, 2005
Amended on March 23,
2007
Amended on June 10,
2008
Shares Subject to the Plan
Automatically Adjusted on December 27, 1999,
December 27,
2000, February 6, 2002 and September 2,
2003.
(a) The purpose of the
1996 Non-Employee Directors’ Stock Option Plan (the
“Plan”) is to provide a means by which each director of
Hot Topic, Inc. (the “Company”) who is not otherwise at
the time of grant an employee of or consultant to the Company or of
any Affiliate of the Company (each such person being hereafter
referred to as a “Non-Employee Director”) will be given
an opportunity to purchase stock of the Company.
(b) The word
“Affiliate” as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms
are defined in Sections 424(e) and (f), respectively, of the
Internal Revenue Code of 1986, as amended from time to time (the
“Code”).
(c) The Company, by
means of the Plan, seeks to retain the services of persons now
serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity,
and to provide incentives for such persons to exert maximum efforts
for the success of the Company.
1.
(a) The Plan shall be
administered by the Board of Directors of the Company (the
“Board”), unless and until the Board delegates
administration to a committee, as provided in subparagraph
2(b).
(b) The Board may
delegate administration of the Plan to a committee composed of not
fewer than two (2) members of the Board (the
“Committee”). If administration is delegated to a
Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the
Board, subject, however, to such resolutions, not inconsistent with
the provisions of the Plan, as may be adopted from time to time by
the Board. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
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S HARES S UBJECT T
O T HE P LAN
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(a) Subject to the
provisions of paragraph 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to options
granted under the Plan shall not exceed in the aggregate seven
hundred twenty thousand (720,000) shares of the
Company’s common stock. If any option granted under the Plan
shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option
shall again become available for the Plan.
(b) The stock subject
to the Plan may be unissued shares or reacquired shares, bought on
the market or otherwise.
Options shall be granted only
to Non-Employee Directors of the Company.
(a) Each person who is
elected or appointed for the first time to be a Non-Employee
Director shall automatically be granted, upon the date of his or
her initial election or appointment, an option to purchase ten
thousand (10,000) shares of common stock (an “Initial
Grant”), provided however that in the case of a new
Non-Employee Chairman of the Board, such person shall automatically
be granted, upon the date of his or her initial election or
appointment, an option to purchase fifteen thousand
(15,000) shares of common stock.
(b) On the date of
each annual meeting of shareholders, commencing with the 2000
annual meeting, each person who is then a Non-Employee Director
shall automatically be granted an option to purchase two thousand
five hundred (2,500) shares of common stock (an “Annual
Grant”), provided however that in the case of a
Non-Employee Chairman of the Board, such person shall automatically
be granted, on each such annual meeting date, an option to purchase
three thousand seven hundred fifty (3,750) shares.
2.
Notwithstanding the foregoing, a
Non-Employee Director shall not be entitled to an Annual Grant if
(i) such Non-Employee Director has served as a Non-Employee
Director for less than three (3) months, or (ii) such
Non-Employee failed to attend at least seventy five percent
(75%) of the meetings (A) of the Board which occurred
while the Non-Employee Director was a member of the Board and
(B) of each committee of which such Non-Employee Director was
a member.
(c) Non-Employee
Directors may also be granted options to purchase shares in amounts
deemed appropriate by the Board of Directors.
Each option shall be subject
to the following terms and conditions:
(a) The term of each
option commences on the date it is granted and, unless sooner
terminated as set forth herein, expires on the date
(“Expiration Date”) ten (10) years from the date
of grant. If the optionee’s service as a Non-Employee
Director or employee of or consultant to the Company or any
Affiliate terminates for any reason or for no reason, the option
shall terminate on the earlier of (i) the Expiration Date, or
(ii) the date one hundred eighty (180) days following the
date of termination of such service (for the avoidance of
confusion, such one hundred eighty (180) day post-termination
exercise period shall apply to all options outstanding as of, and
all options issued on or after, June 10, 2008); provided
however that if such termination of service is due to the
optionee’s death, the option shall terminate on the earlier
of the Expiration Date or twelve (12) months following the
date of the optionee’s death. In any and all circumstances,
an option may be exercised following termination of the
optionee’s service as a Non-Employee Director or employee of
or consultant to the Company or any Affiliate only as to that
number of shares as to which it was exercisable as of the date of
termination of all such service under the provisions of
subparagraph 6(e).
(b) The exercise price
of each option shall be one hundred percent (100%) of the fair
market value of the stock subject to such option on the date such
option is granted.
(c) Payment of the
exercise price of each option is due in full in cash upon any
exercise when the number of shares being purchased upon such
exercise is less than 100 shares; but when the number of shares
being purchased upon an exercise is 100 or more shares, the
optionee may elect to make payment of the exercise price under one
of the following alternatives:
(i) Payment of the
exercise price per share in cash at the time of
exercise;
3.
(ii) Provided that at
the time of the exercise the Company’s common stock is
publicly traded and quoted regularly in The Wall Street
Journal , payment by delivery of shares of common stock of the
Company already owned by the optionee, held for the period required
to avoid a charge to the Company’s reported earnings, and
owned free and clear of any liens, claims, encumbrances or security
interest, which common stock shall be valued at its fair market
value on the date preceding the date of exercise; or
(iii) Provided that at
the time of the exercise the Company’s common stock is
publicly traded and quoted regularly in The Wall Street
Journal, payment pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which
results in the receipt of cash (or check) by the Company either
prior to the issuance of shares of the Company’s common stock
or pursuant to the terms of
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