Exhibit 10.1 to Hawkins, Inc. Form 10-Q for quarterly period ended September 30, 2008





EXHIBIT 10.1


HAWKINS, INC.

2004 OMNIBUS STOCK PLAN


Restricted
Stock Agreement


	
 

	
 

	
 

	
 

	
 


	
 

	
Name of Director:

	
 

	
 

	
 


	
 

	
No. of Shares Covered:

	
 

	
Date of Issuance:

	
 


	
 

	
Vesting Schedule pursuant to Section
3:

	
 

	
 

	
 


	
 

	
 

	
 

	
No. of Shares Which

	
 


	
 

	
Vesting Date(s)

	
 

	
Become Vested as of Such Date

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 





          This is a
Restricted Stock Agreement (“Agreement”) between Hawkins, Inc., a Minnesota
corporation (the “Company”), and the above-named member of the Board of
Directors (the “Director”).


Recitals


          WHEREAS,
the Company maintains the Hawkins, Inc. 2004 Omnibus Stock Plan (as amended
from time to time, the “Plan”); 


WHEREAS, the Board of Directors (the “Board”) of the Company has
appointed the Compensation Committee (the “Committee”) with the authority to
determine the awards to be granted under the Plan; and


WHEREAS, the Committee or its designee has determined that the Director
is eligible to receive an award under the Plan in the form of restricted stock
and has set the terms thereof;


          NOW, THEREFORE,
the Company and the Director mutually agree as follows:







Terms
and Conditions*


	
 

	
 

	
 

	
 


	
1.

	
Grant of Restricted
 Shares.


	
 

	
 


	
 

	
(a)

	
Grant. The Company hereby issues to the Director the
 number of shares specified at the beginning of this Agreement (the “Restricted
 Shares”) on the terms and conditions and subject to the restrictions set
 forth in this Agreement. The term “Restricted Shares” also refers to all
 securities received by the Director in replacement of or in connection with
 the Restricted Shares granted hereby pursuant to a recapitalization,
 reclassification, stock dividend, stock split, stock combination or other
 relevant event.


	
 

	
 

	
 


	
 

	
(b)

	
Certificate. Within a reasonable time after the execution of
 this Agreement by the Director and the Company, the Company shall have a
 certificate or certificates representing the Restricted Shares issued in the
 name of the Director and delivered to the Company to hold until the vesting
 and other conditions set forth in this Agreement have been satisfied. The Company
 shall pay all original issue or transfer taxes, if any, with respect to the
 issue or transfer of the Restricted Shares and all fees and expenses
 necessarily incurred by the Company in connection therewith. All Restricted
 Shares so issued shall be fully paid and nonassessable. Notwithstanding
 anything to the contrary in this Agreement, the Company shall not be required
 to deliver a certificate or certificates representing any Restricted Shares
 prior to (i) the vesting of such Restricted Shares in accordance with Section
 3 and (ii) the completion of such registration or other qualification of such
 Restricted Shares for sale under the laws, rules or regulations of any state
 or other jurisdiction as the Company shall determine to be necessary or
 desirable. Upon the vesting of Restricted Shares in accordance with Section 3
 and provided that the other conditions set forth in the previous sentence and
 elsewhere in this Agreement have been satisfied, the Company shall deliver a
 certificate or certificates representing such vested Restricted Shares to the
 Director as promptly as practicable.


	
 

	
 

	
 


	
2.

	
Forfeiture Events and Transfer
 Restrictions.


	
 

	
 

	
 


	
 

	
(a)

	
Forfeiture Events. Upon the occurrence of a “Forfeiture Event” (as
 defined below), the Director shall forfeit to the Company all of the
 Restricted Shares that have not become vested pursuant to Section 3, and upon
 such forfeiture the Director shall immediately return any stock certificates
 representing Restricted Shares then held by the Director and execute and deliver
 such stock powers as the Company may request. The Restricted Shares that are
 forfeited pursuant to the previous sentence shall become authorized but
 unissued shares of the Company’s capital stock. A Forfeiture Event means any
 of the following events:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
termination of the Director’s status as a member of the Board for any
 reason, whether by the Company with or without cause, voluntarily or
 involuntarily by the Director or otherwise (“Termination of Directorship”);
 or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
any attempt to transfer or otherwise dispose of any of the Restricted
 Shares, or to levy any attachment or pursue any similar involuntary process
 with respect to any Restricted Shares, in violation of Section 2(b) of this
 Agreement.








	
 

	
 


	


	
 


	
*          Unless
 the context indicates otherwise, terms that are not defined in this Agreement
 shall have the meaning set forth in the Plan as it currently exists or as it
 is amended in the future.








	
 


	 


	
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For purposes of this Agreement, a leave of absence granted to the Director
 by the Board shall not be deemed a Termination of Directorship.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Limitation on
 Transfer. Until
 such time as the Restricted Shares have become vested under Section 3 of this
 Agreement, the Director shall not transfer the Restricted Shares and the
 Restricted Shares shall not be subject to pledge, hypothecation, execution,
 attachment or similar process. Any attempt to assign, transfer, pledge,
 hypothecate or otherwise dispose of any Restricted Shares contrary to the
 provisions hereof, and any attempt to levy any attachment or pursue any
 similar process with respect to them, shall be null and void.








	
 

	
 

	
 

	
 


	
3.

	
Vesting. The
 Restricted Shares shall cease to be subject to forfeiture under Section 2
 hereof in the numbers and on the dates specified in the vesting schedule at
 the beginning of this Agreement; provided, however, that the Restricted
 Shares shall immediately cease to be subject to forfeiture under Section 2
 hereof (i) upon the occurrence of a Fundamental Change or (ii) if the
 Director’s directorship terminates because of death or disability. Restricted
 Shares that have so ceased to be subject to forfeiture are sometimes referred
 to as “vested” or as “Vested Shares” in this Agreement. 


	
 

	
 


	
4.

	
Shareholder Rights. As of the date of issuance specified at the
 beginning of this Agreement, the Director shall have all of the rights of a
 shareholder of the Company with respect to the Restricted Shares, except as
 otherwise specifically provided in this Agreement.


	
 

	
 


	
5.

	
Tax Withholding. The parties hereto recognize that the Company or a
 subsidiary of the Company may be obligated to withhold federal and state
 taxes or other taxes upon the vesting of the Restricted Shares, or, in the
 event that the Director elects under Code Section 83(b) to report the receipt
 of the Restricted Shares as income in the year of receipt, upon the
 Director’s receipt of the Restricted Shares. The Director agrees that, at
 such time, if the Company or a subsidiary is required to withhold such taxes,
 the Director will promptly pay, in cash or through the forfeiture of Vested
 Shares to the Company (or in any other manner permitted by the Committee in
 accordance with the terms of the Plan), upon demand, to the Company or the
 subsidiary having such obligation, such amounts as shall be necessary to
 satisfy such obligation. The Director further acknowledges that the Company
 has directed the Director to seek independent advice regarding the applicable
 provisions of the Code, the income tax laws of any municipality, state or
 foreign country in which the Director may reside, and the tax consequences of
 the Director’s death.


	
 

	
 


	
6.

	
Restrictive Legends
 and Stop-Transfer Orders.


	
 

	
 


	
 

	
(a)

	
Legends. The certificate or
 certificates representing the Restricted Shares shall bear the following
 legend (as well as any legends required by applicable state and federal
 corporate and securities laws) noting the existence of the restrictions set
 forth in this Agreement:


	
 

	
 

	
 


	
 

	
 

	
 

	
“THE
 SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND MAY BE TRANSFERRED
 ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE
 COMPANY AND THE DIRECTOR, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
 THE COMPANY.”








	
 


	 


	
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(b)

	
Stop-Transfer
 Notices. The Director agrees that, in order to ensure
 compliance with the restrictions referred to herein, the Company may issue
 appropriate “stop transfer” instructions to its transfer agent, if any, and
 that, if the Company transfers its own securities, it may make appropriate
 notations to the same effect in its own records.


	
 

	
 

	
 


	
 

	
(c)

	
Refusal to
 Transfer. The Company shall not be required (i) to transfer
 on its books any Restricted Shares that have been sold or otherwise
 transferred in violation of any of the provisions of this Agreement or (ii)
 to treat as owner of the Restricted Shares or to accord the right to vote or
 pay dividends to any purchaser or other transferee to whom the Restricted
 Shares shall have been so transferred.


	
 

	
 

	
 


	
7.

	
 Interpretation of
 This Agreement. All decisions and
 interpretations made by the Committee with regard to any question arising
 hereunder or under the Plan shall be binding and conclusive upon the Company
 and the Director. If there is any inconsistency between the provisions of
 this Agreement and the Plan, the provisions of the Plan shall govern.


	
 

	
 


	
8.

	
Binding Effect. This Agreement shall
 be binding in all respects on the heirs, representatives, successors and
 assigns of the Director.


	
 

	
 


	
9.

	
Choice of Law. This Agreement is
 entered into under the laws of the State of Minnesota and shall be construed
 and interpreted thereunder (without regard to its conflict-of-law
 principles).


	
 

	
 

	
 

	
 


	
10.

	
Entire Agreement. This Agreement and the Plan set forth the entire
 agreement and understanding of the parties hereto with respect to the
 issuance and sale of the Restricted Shares and the administration of the Plan
 and supersede all prior agreements, arrangements, plans, and understandings
 relating to the issuance and sale of these Restricted Shares and the
 administration of the Plan.


	
 

	
 


	
11.

	
Amendment and
 Waiver. Except as provided in
 the Plan, this Agreement may be amended, waived, modified, or canceled only
 by a written instrument executed by the parties or, in the case of a waiver,
 by the party waiving compliance.


	
 

	
 


	
12.

	
Acknowledgment of
 Receipt of Copy. By
 execution hereof, the Director acknowledges having received a copy of the
 Plan.





          IN
WITNESS WHEREOF, the Director and the Company have executed this Agreement as
of the date of issuance specified at the beginning of this Agreement.


	
 


	 


	
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DIRECTOR


	
 

	
 


	
 

	 


	
 

	
 


	
 

	
HAWKINS, INC.


	
 

	
 


	
 

	 


	
 

	
 


	
 

	
John R. Hawkins


	
 

	
Chief Executive Officer














	
 


	 


	
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