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EXHIBIT 4.3  


 
 

HAWKINS, INC.    
    
    EMPLOYEE STOCK PURCHASE PLAN    
    
    As Amended and Restated Effective May 1, 2002    
  


        The following constitute the provisions of the Employee Stock Purchase Plan of Hawkins, Inc., a Minnesota corporation. 


        1.    Purpose.    The purpose of the Plan is to provide Employees of
the Company and Participating Subsidiaries and Eligible Directors of the Company an opportunity to purchase common stock of the Company. In addition, the Company and any Participating Subsidiary may
provide a matching contribution as an incentive for such individuals to purchase common stock of the Company. 


        2.    Definitions.    Unless the context requires otherwise, when
capitalized the terms listed below shall have the following meanings when used in this Section or other parts of the Plan: 



	(a)
	"Account" means the bookkeeping account, maintained in accordance with the Plan and Depository Agreement, which records the amount
withheld from each Participant through payroll deductions or otherwise from time to time and which reflects the number of Participant's Shares held under the Plan.



	(b)
	"Board" means the board of directors of the Company.



	(c)
	"Company" means Hawkins, Inc., a Minnesota corporation.



	(d)
	"Compensation" means cash wages paid by the Employer subject to income tax withholding in the case of an Employee, and cash annual
retainer or meeting fees paid by the Company in the case of an Eligible Director.



	(e)
	"Participating Subsidiary" means a Subsidiary which the Company elects from time to time, by resolution duly adopted by its Board of
Directors, to participate in this Plan.



	(f)
	"Eligible Director" means (i) a member of the Board who is not an Employee or (ii) a former member of the Board who is
not an Employee and who is paid annual or meeting fees as an advisor to the Board.



	(g)
	"Eligible Employee" means an Employee who has attained age 18 and who has completed ninety (90) days of employment.



	(h)
	"Employee" means an individual treated by the Employer as a common law employee of the Company or a Participating Subsidiary.



	(i)
	"Employer" means the Company or a Participating Subsidiary.



	(j)
	"Hardship Withdrawal" means a withdrawal or sale of Shares allocated to a Participant's account by a Participant where:



	(i)
	the
withdrawal or sale is requested on account of, and does not exceed the amount necessary to satisfy, a hardship of the individual concerned;



	(ii)
	the
nature of the hardship is described in safe harbor provisions specified in Treasury Regulations under Section 401(k)(2)(B)(I)(IV)(currently, Reg.
§1.401(k)-1(d)(2)(iv)(A) and (C)), as amended; and



	(iii)
	the
individual concerned, prior to making such withdrawal or sale, has established in writing to the satisfaction of the Plan administrator the nature of the hardship, and the
amount necessary to satisfy the hardship. 









	(k)
	"Participant" means an Eligible Employee or Eligible Director who has elected to participate in the Plan in the manner set forth in
Section 3. 









	(l)
	"Plan" means the Hawkins, Inc. Employee Stock Purchase Plan as described herein and as it may be amended in the future.



	(m)
	"Prospectus" means the prospectus, as in effect from or after May 1, 2002, delivered to eligible Participants with respect to
the purchase of shares of Common Stock under the Plan.



	(n)
	"Purchase Period" means each calendar month starting on the first business day and ending on the last business day of such calendar
month.



	(o)
	"Shares" means the common stock, par value $.05 per share (or as such par value may be adjusted from time to time), of the Company.



	(p)
	"Subsidiary" means a corporation or other business entity in which the Company owns, directly or indirectly through other such business
entities, at least eighty percent (80%) of the voting shares or similar equity interests.



	(q)
	"Year" means the calendar year, except that the period from May 1, 2002 through December 31, 2002 shall be treated as a
Year. 




        3.    Electing to Participate.    Participation in the Plan is
entirely voluntary on the part of Eligible Employees and Eligible Directors. Each Eligible Employee and Eligible Director should understand that there are risks involving stock ownership and the
Company is making no recommendations to them regarding the purchase of Shares. To be eligible to participate in the Plan for a given Purchase Period, an individual must be an Eligible Employee or an
Eligible Director as of the first day of the Purchase Period. 



        (a)    Eligible Employees.    An Eligible Employee may become a Participant in the Plan by delivering to the Employer
at least five business days prior to the first day of a Purchase Period (i) a completed authorization form as prescribed from time to time by the Employer for payroll deductions from
Compensation for each paycheck issued during the Purchase Period, and (ii) the necessary completed forms authorizing the Depository Agent to establish an Account for and to purchase Shares on
behalf of the Eligible Employee. An Eligible Employee who delivers the authorization forms within the last five business days of a Purchase Period shall be deemed to have elected to participate in the
Plan
commencing on the first day of the second following Purchase Period. (For example, if forms are delivered on June 29 of a year, the participation will commence on August 1 of that year). 


        (b)    Eligible Directors.    An Eligible Director may become a Participant in the Plan at any time by delivering to
the Company at least five business days prior to the first day of a Purchase Period (i) a completed form of authorization as prescribed from time to time by the Company for withholding from
Compensation, and (ii) the necessary completed forms authorizing the Depository Agent to establish an Account for and to purchase Shares on behalf of the Eligible Director. An Eligible Director
who delivers the authorization forms within the last five business days of a Purchase Period shall be deemed to have elected to participate in the Plan commencing on the first day of the second
following Purchase Period. (For example, if forms are delivered on June 29 of a year, the participation will commence on August 1 of that year). 




        4.    Participant
Contributions.    (a) Eligible Employees. The monthly payroll withholding deduction shall be as determined by
the Eligible Employee, but must be in whole dollars and cannot be less than ten dollars ($10), nor more than the lesser of the scheduled Compensation payment (without regard to such withholding) and
five hundred dollars ($500) per month. 



        (b)    Eligible Directors.    The monthly withholding deduction, which shall be made from scheduled Compensation
payments, shall be as determined by the Eligible Director but must be in whole dollars and cannot be less than ten dollars ($10), nor more than the lesser of the scheduled Compensation payment
(without regard to such withholding) and five hundred dollars ($500) per month. 







        5.    Matching
Bonus.    (a) General. Except as provided below, each Purchase Period, and at the same time as Compensation
withholding deductions are paid to the Depository Agent, the Employer shall pay to the Depository Agent, for the Account of each eligible Participant, a matching bonus equal to
seventy-five percent (75%) of the amount contributed by such Participant for that Purchase Period. For each Participant who is an Eligible Employee, to the extent possible the appropriate
tax withholding related to the payment of such bonus amount shall be made by the Employer from the other wages paid to such Participant in such pay period. 



        (b)    Discontinuation of Match.    If during a Year, a Participant makes any withdrawal or sale of Shares purchased
during that year (other than Hardship Withdrawals), the Employer shall pay no further matching bonuses on behalf of such Participant for the period commencing as of the date of the sale or withdrawal,
and ending on the last day of next following Year. For purposes of this Section 5(b), sales or withdrawals will be deemed to be made first from a Participant's Shares, if any, purchased in
prior Years and next from Shares purchased during the current Year. 




        6.    Discontinuation of or Changes in
Contributions.    (a) General. No more than once each calendar quarter, an Eligible Employee or Eligible
Director may in writing discontinue any withholding deductions or, through completion of new authorization forms, change such withholding deductions, subject to the applicable minimum and maximums
described in Section 4. A Participant may also completely withdraw from participation in the Plan as provided in Section 7 herein. 



        (b)    Automatic Cessation of Contributions upon Termination of Status.    Withholdings from Compensation shall
automatically cease once an individual ceases to be an Eligible Employee or ceases to be an Eligible Director; provided, however, that upon a change in status (e.g., retirement as an Employee but
becoming or continuing as a member of the Board) the individual may elect to continue to participate in the Plan pursuant to Section 3. 




        The
cessation of or change in withholdings from Compensation pursuant to this Section 6 shall be implemented as soon as reasonably possible after the relevant event and in no
event later than the first day of the Purchase Period immediately following the calendar month in which such event occurred. 


        7.    Changes in Participation.    A Participant may withdraw from
participation in the Plan at any time by giving written notice to the Company. Upon such withdrawal, any amounts theretofore withheld from Compensation by the Employer and not delivered to the
Depository Agent or used to purchase Shares, shall be paid over to the Participant. At the request of the withdrawing Participant, the Depository Agent will deliver to the Participant certificates for
whole Shares held for the Participant's account, with the value of any fractional Shares paid in cash to the Participant. A withdrawal shall prohibit re-entry into the Plan until the entry
date set from time to time by the Board of Directors; provided, however, that such entry date shall be more than one year from the date of withdrawal. 


        A
participating Eligible Employee's termination of employment with the Employer or a participating Eligible Director's withdrawal from the Board of Directors shall terminate
participation in the Plan; provided, however, that upon a change in status in which the individual remains eligible under a different category (e.g., retirement as an Employee but becoming or
continuing as a member of the Board) the individual may elect to continue to participate in the Plan pursuant to Section 3. Upon any such termination of participation in the Plan, the
Depository Agent will deliver certificates and make remittances to the Participant as though he or she had withdrawn from the Plan. 


        8.    Interest.    No interest shall accrue on the amounts withheld
for contribution to the Plan or amounts contributed to the Plan by or on behalf of a Participant. 


        9.    Depository
Agent.    (a) General. Amounts withheld from Employees and Eligible Directors shall be paid over by the
Employer once each Purchase Period to the Depository Agent. The Account terms and conditions established by the Depository Agent from time to time shall govern all relevant transactions until the
Participant terminates participation. The Depository Agent shall maintain an Account for each Participant. 








        (b)    Plan Shares/Withdrawal of Plan Shares.    Unless otherwise requested in writing by the Participant, the
Depository Agent shall hold all Shares allocable to the Participant's Account in the name of the Depository Agent as nominee. Upon a written request of withdrawal (made by filing the appropriate form
with the Company), shares certificates for the number of whole Shares purchased on behalf of a Participant will be delivered to the Participant, registered in the form directed by the Participant. No
fractional shares will be issued. Instead, upon termination of participation from the Plan, Participants will receive a cash distribution representing any fractional shares. 


        (c)    Purchase of Shares.    The Depository Agent shall purchase Shares at the lowest prices obtainable at the time
of receipt of funds from the Employer. The Depository Agent will allocate Shares to a Participant's Account by dividing the sum of a Participant's contribution and related matching bonus by the
average price of the Shares acquired with respect to funds received for the Purchase Period. Fractional Shares allocated to Accounts shall be computed to three decimal places. Such matters as
confirmation of purchases and monthly account statements shall be the responsibility of the Depository Agent. 




        10.    Vesting.    All Shares and other amounts allocable to an
Account shall be fully vested at all times. 


        11.    Participant Deposit of Shares to
Plan.    (a) Deposit of Shares Discontinued. Effective May 1, 2002, Participants will no longer be
allowed to deposit Shares held outside the Plan with the Depository Agent for allocation to such Participants' Accounts. 



        (b)    Sale of Shares Allocated to Accounts to Plan.    A Participant who is otherwise actively participating in the
Plan may advise the Company in writing that some or all Shares allocated to such individual's Account are available for purchase by the Depository Agent in connection with the operation of the Plan.
The Depository Agent shall not purchase more than fifty percent (50%) of the Shares to be purchased for the Plan each Purchase Period from such Participants. The aggregate number of Shares so
purchased from such Participants during the Purchase Period shall be divided equally among those Participants desiring to sell Shares pursuant to this paragraph and not pro rata according to the
number of Shares offered for purchase. The amount paid for Shares purchased in this manner by the Depository Agent shall be the average price of shares purchased by the Depository Agent in market
transactions during such Purchase Period. 




        12.    Commissions/Administrative Fee.    Except as provided below,
the Company shall pay commissions on purchases made and such other charges for services (excluding commissions on sales) by the Depository Agent as may be agreed upon by the Company and the Depository
Agent and the Participant shall not be required to pay any commission or charge. The Company will charge the Participant with an
administrative fee of $100.00 for each sale or withdrawal transaction requested by a Participant in Plan Shares. Each Participant agrees that such Administrative fee may be netted against and withheld
from Compensation otherwise due the Participant or may be charged against deposits made on behalf of the Participant under the Plan. 


        13.    Dividends.    Shares received as a dividend or in a stock split
with respect to Shares allocated to an Account shall be credited to that Account. Except as otherwise determined by the Board or as may be necessary to comply with applicable law, if rights to
purchase additional Shares are issued at any time such rights shall be sold by the Depository Agent. All cash dividends, and proceeds from the sale of such rights with respect to Shares allocable to
an Account, shall be applied by the Depository Agent to purchase additional Shares for that Account. 


        14.    Notices to Participants.    The Depository Agent shall deliver
to each Participant, copies of notices of meetings of shareholders of the Company and proxy statements that are distributed by the Company to its shareholders. Shares allocated to a Participant's
Account shall be voted in accordance with the Participant's signed proxy instructions delivered to the Depository Agent or as otherwise provided by law. 








        15.    Death Benefits.    Upon the death of the Participant, his or
her Account shall be paid as follows: 



	(a)
	if
the Participant's Plan benefits are in a joint account with the right of survivorship; then to the survivor; or



	(b)
	if
there is no joint account with the right of survivorship, to the Participant's designated Beneficiary(is) who shall be the individual(s) named by the Participant on a written
beneficiary designation form approved by the Company and filed with the Company prior to a Participant's death; or



	(c)
	if
the Participant dies without a valid beneficiary designation, to the Participant's estate. 




        16.    Reports.    The Depository Agent shall report the following
information to each Participant for each month: 



	(a)
	The
aggregate total amount contributed by the Participant and the Employer pursuant to the Plan;



	(b)
	The
total number of Shares purchased during the Purchase Period; and



	(c)
	The
total number of Shares allocated to the Participant's Account, 




        17.    Administration.    The Board, or a committee named by the
Board, shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent
with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Board's determinations made in good faith on
matters referred to in this Plan shall be final, binding and conclusive on all persons having or claiming any interest under this Plan. No member of the Board of Directors or a committee named by the
Board shall be liable of any action or determination made in good faith with respect to the Plan. 


        18.    Transferability.    Neither payroll deductions credited to a
Participant's account nor any rights with regard to any right to purchase Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws
of descent and distribution, or as provided in Section 15) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw Shares for purposes of Sections 5 (b) and 12. 


        19.    Use of Funds.    All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such amounts from its other assets. 



        20.    Notices.    All notices or other communications by a
Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated
by the Company for the receipt thereof. 


        21.    Amendment or Termination.    The Company reserves the right, in
its discretion, to amend this Plan in any respect whatsoever. The Company may terminate this Plan at any time. 



        22.    Miscellaneous.    Each Participant shall be deemed to have
accepted all the conditions of this Plan and the terms and conditions set forth by the Depository Agent and shall be fully bound thereby. 


        23.    Governing Law.    This Plan shall be construed in accordance
with the laws of the State of Minnesota. 











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HAWKINS, INC. EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated Effective May 1, 2002