Exhibit 10.1
    

    

    

    
      CONSULTING AGREEMENT
    

    
      This Consulting Agreement (“Agreement”) is made and entered into as of February
      1, 2011 by and between Hot Topic, Inc. (“Client”) and Lisa
      Harper ("Consultant”).
    

    
      WHEREAS, Client desires to retain Consultant to complete the projects
      and work product hereinafter defined as Consulting Services, and
      Consultant is willing is complete the Consulting Services for the
      benefit of Client on the terms and conditions set forth herein,
    

    
      WHEREAS, Consultant may employ any such means and methods for the
      performance of the Consulting Services that she feels appropriate, and
      Client shall only have the right to direct and control the result of the
      work completed by Client;
    

    
      WHEREAS, Consultant shall use her own tools, materials, computers,
      equipment and facilities to complete the Consulting Service; and,
    

    
      WHEREAS, Consultant may offer services and advice to entities other than
      Client;
    

    
      NOW, THEREFORE, in consideration of the mutual covenants and conditions
      contained herein the parties agree as follows:
    

    
      


    

    
      1. Consulting Services.  Consultant shall perform the
      services described in Schedule A attached (collectively “the
      Consulting Services”) in a prompt, competent, complete and diligent
      manner.
    

    
      2. Term.  This Agreement shall commence on the
      Commencement Date described on Schedule A hereto and shall
      continue in full force and effect throughout the Term and any Extended
      Term therein described.
    

    
      3. Consulting Services/Fees.  Consultant shall be paid as
      set forth on Schedule A, attached hereto.
    

    
      4.  Expenses.  In addition to the fees described
      in Section 3, above, within thirty (30) days after receipt of
      Consultant’s invoice, Client shall reimburse Consultant for all
      reasonable and necessary business expenses, including travel, incurred
      by Consultant in the course of performing the Consulting
      Services.  Consultant shall keep accurate records and receipts of such
      expenditures and shall submit such accounts and proof thereof as may be
      reasonably necessary to establish to the satisfaction of Client that the
      expenses incurred by Consultant were ordinary and necessary business
      expenses incurred by Consultant on behalf of Client.  Notwithstanding
      anything herein to the contrary, the following items are deemed
      non-reimbursable expenses: use of Consultant’s home, office, furniture
      or equipment, including computers and cell phone, and entertainment
      expenses.  Notwithstanding anything herein to the contrary, such
      reimbursable expenses are anticipated to not exceed $100,000 in the
      aggregate throughout the Term and any Extended Term.
    

    
      5. Confidentiality.  Consultant agrees that she will not
      disclose to any other party, without the prior written consent of
      Client, any information or records that Client furnishes Consultant or
      that Consultant generates in the course of performing the Consulting
      Services including, without limitation, information relating to Client’s
      finances, plans, strategies, operations and employees.  Consultant
      further agrees that Consultant shall return to Client all documents,
      records and similar items containing confidential information furnished
      by Client or which Consultant generated in the course of performing the
      Consulting Services and any and all copies of said documents, records or
      similar items at such time as this Agreement expires or is terminated,
      or within a reasonable time thereafter.  Notwithstanding any provision
      in this Agreement to the contrary, the provisions of this Section 5
      shall survive the termination of this Agreement. Consultant acknowledges
      and agrees that any violation of this Section 5 will result in
      irreparable damage to Client, and, accordingly, Client may obtain
      injunctive and other equitable relief for any breach or threatened
      breach of such sections, in addition to any other remedies available to
      Client, without being required to prove actual damages, post bond or
      furnish other security.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      6.  Work Product.   Under no circumstances may
      Consultant use the work product generated pursuant to this Agreement or
      any other documents of Client for any purpose other than to further the
      purposes of Client’s retention of Consultant, which work product and
      documents shall be the sole and exclusive property of Client.
    

    
      7.  Independent Contractor.  Client and
      Consultant acknowledge and agree that in performing the Consulting
      Services hereunder, Consultant is acting as an independent contractor
      and consultant of Client.  Nothing contained herein or otherwise shall
      be construed in such manner as to create the relationship of principal
      and agent between Consultant and Client or the relationship of
      employer/employee between Client and Consultant.  No party will have the
      authority to enter into agreements of any kind on behalf of the other or
      otherwise bind or obligate the other in any manner to any third party.  ACCORDINGLY,
      CONSULTANT UNDERSTANDS THAT CLIENT SHALL NOT WITHHOLD FROM ANY AMOUNTS
      PAYABLE TO CONSULTANT NOR PAY ANY AMOUNTS NORMALLY WITHHELD OR PAID IN
      AN EMPLOYEE/EMPLOYER RELATIONSHIP INCLUDING, WITHOUT LIMITATION, SOCIAL
      SECURITY, FEDERAL TAXES, STATE TAXES, UNEMPLOYMENT INSURANCE, DISABILITY
      INSURANCE OR WORKERS’ COMPENSATION INSURANCE; AND CONSULTANT WILL
      INDEMNIFY AND HOLD HARMLESS CLIENT FOR ANY FAILURE BY CONSULTANT TO
      SATISFY ANY TAX OR OTHER AMOUNT OWED BY HER AS A RESULT OF THIS
      AGREEMENT.
    

    
      8.  Personal Conduct.  Consultant agrees
      promptly and faithfully to comply with all policies, requirements,
      directions, requests and rules and regulations of Client. Consultant
      further agrees to conform to all laws and regulations and not at any
      time to commit any act or become involved in any situation or occurrence
      tending to bring Client, its subsidiaries or affiliated entities into
      public scandal, ridicule or which will reflect unfavorably on the
      reputation of Client, its subsidiaries or affiliated entities.
    

    
      9. Grant of Rights.   With respect to (i) any creative
      work of Consultant in any form or manner arising out of or in any way
      pertaining to this Agreement, (ii) each and every idea, theme, and
      artistic element and incident thereof, (iii) all results and proceeds of
      any and all of Consultant’s services hereunder, (iv) all materials
      created or developed by Consultant pursuant to this Agreement (whether
      Consultant acting alone or in conjunction with other persons), and (v)
      any and all derivative works based on the forgoing (all such items, (i)
      through (v) being collectively referred to herein as the “Creative
      Works”), Consultant agrees and acknowledges (a) that Client, its
      successors and assigns is the sole and exclusive owner, and (b) that all
      rights, title, interest and property therein and thereto are vested in
      Client for all uses and purposes throughout the world and (c) that
      Consultant shall not claim any right, title, interest, powers,
      privilege, control or property of any kind whatsoever therein or thereto
      at any time or in any manner whatsoever. Consultant agrees that all
      Creative Works shall automatically become the exclusive property of
      Client as a “work made for hire” as defined by U.S. Copyright Law and
      Client shall, for copyright and all other purposes, be deemed the sole
      author thereof.  In connection therewith, Consultant consents to and
      agrees that Client may apply for and register the Creative Works, or any
      of them, for patent, trademark or copyright purposes in its own name and
      for its own benefit, and may renew such copyrights, in its own name and
      for its own benefit, free of any claims thereto by Consultant.
      Consultant shall, with reasonable reimbursement for expenses, but at no
      other expense to Client, sign and deliver all lawful papers and
      cooperate in such other lawful acts which may be reasonably necessary or
      desirable to protect or vest title in the Creative Works in Client or
      its nominees, including applying for, obtaining, maintaining, and
      enforcing patents, copyrights and/or trademarks in Creative Works in all
      countries of the world. Consultant shall execute such further and
      additional instruments as Client may reasonably require to effectuate
      the purpose of this Section 9 and to vest in Company all such rights.
      Notwithstanding anything herein to the contrary, in the event
      Consultant’s services hereunder, for any reason, are deemed not to be a
      “work made for hire” under the United States Copyright law or the other
      provisions of this Section 9 shall for any reason fail to convey to
      Client all right, title and interest of Consultant in and to the
      Creative Works, Consultant acknowledges and agrees that by the terms
      hereof, Consultant hereby irrevocably grants, sets over and assigns to
      Client throughout the universe, exclusively and in perpetuity, free and
      clear of any and all claims, liens and encumbrances, all right, title
      and interest of every kind whatsoever, whether now known or unknown, in
      and to the Creative Works and all other results and proceeds of
      Consultant's services hereunder.  The provisions of this Section 9 shall
      survive the termination of this Agreement for any reason.  Consultant’s
      grant of rights in this Section 9 is irrevocable and without right of
      termination or rescission by Consultant and shall not be affected by the
      termination or expiration of this Agreement for any reason.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      10.  Assignment.  The parties acknowledge that
      this Agreement is one for the professional services of Consultant and
      shall not be assigned by either party hereto.
    

    
      11. Resolution of Disputes.  Consultant and Client
      mutually agree to resolve any and all legal claims arising from or in
      any way or relating to this Agreement with Client through mediation or,
      if mediation does not resolve the claim or dispute within ten (10) days
      of notice demanding mediation, by binding arbitration.  Arbitration
      shall be conducted in Los Angeles County, California in accordance with
      either of the following, at Consultant’s election: (a) by JAMS pursuant
      to its Streamlined Arbitration Rules and Procedures, or (b) the rules of
      procedure issued by another alternative dispute resolution service
      mutually acceptable to Consultant and Client.  Any award issued in
      accordance with this paragraph shall be rendered as a judgment in any
      trial court having competent jurisdiction.  Each party expressly waives
      any presumption or rule, if any, which requires this Agreement, or any
      of its provisions, to be construed against the drafting party.
    

    
      12.  Miscellaneous.  This Agreement and all
      questions of its interpretation, performance, enforceability, and the
      right and remedies of the parties hereto shall be determined in
      accordance with the laws of the State of California.  If any action is
      brought to enforce or interpret the terms of this Agreement, the
      prevailing party, in addition to any other damages said party is
      otherwise entitled to, shall be entitled to reasonable attorney’s fees
      and costs.  This Agreement contains the entire understanding and
      agreement between the parties regarding the matters set forth
      herein.  No representative, agent or employee of Client is authorized to
      make any representations or promises with reference to this Agreement or
      to vary, alter or modify the terms hereof unless reduced to writing and
      signed by the parties.
    

    
      IN WITNESS WHEREOF, the parties have entered into this Agreement as of
      the date first written above.
    

    

    


    	
          CONSULTANT:
        	
          
            LISA HARPER
          

        	

        
	

        	

        	

        	
           
        
	

        	
          By:
        	
          /s/ LISA HARPER
        	

        
	

        	

        	
          LISA HARPER
        	

        
	

        	

        	

        	
           
        
	
          CLIENT:
        	
          
            HOT TOPIC, INC.
          

        	

        
	

        	

        	

        	
           
        
	

        	
          By:
        	
          /s/ BETSY MCLAUGHLIN
        	

        
	

        	

        	
          BETSY MCLAUGHLIN
        	

        
	

        	

        	
          CEO
        	

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Schedule A
    

    

    

    
      I.        SCOPE OF CONSULTING SERVICES:   Consultant
      will advise Client and perform such additional duties as Consultant and
      Client shall mutually agree.  Consultant will devote such time to the
      business of Client as Client and Consultant mutually agree.  Consultant
      will be accessible within normal business hours and at reasonable
      timeframes, by phone, email and in-person.  
    

    
      II.       TERM.  This
      Agreement shall commence on February 14, 2011 (the “Commencement
      Date”) and, unless earlier terminated by the parties, shall terminate on May
      13, 2011 (the “Termination Date”).  For purposes of this Agreement,
      the period of time from the Commencement Date to the Termination Date is
      referred to as the “Term”.  At Client’s election, by written notice to
      Consultant, Client may extend the term for an additional period of time,
      to August 15, 2011 (the “Extended Termination Date”, with such
      additional period of time being the “Extended Term”).
    

    
      III.      CONSULTING FEES:  In
      consideration of the duties to be performed by Consultant, Client agrees
      to pay Consultant for her services hereunder, as follows:
    

    
      (a)       Cash Compensation: 
    

    
                          (i)       For and during the Term, Consultant shall
      receive from Client cash compensation as follows:  Thirty
      Two Thousand Five Hundred Dollars ($32,500) each month, payable in
      arrears.
    

    
                          (ii)      For and during the Extended Term, if any,
      Consultant shall receive from Client cash compensation as follows:  Thirty
      Two Thousand Five Hundred Dollars ($32,500) each month, payable in
      arrears.
    

    
                (b)       Equity Compensation:
    

    
                          (i)       On the Commencement Date, Consultant shall
      receive from Client equity compensation as follows:  A grant of
      restricted stock made pursuant to Client’s 2006 Equity Incentive Plan
      (the “Plan”) for the number of whole shares of Client’s common stock
      closest in value, as of the date of grant, to Ninety Seven Thousand
      Five Hundred Dollars ($97,500). Such grant shall be subject to the
      terms and conditions contained in the grant document(s) and shall not
      vest unless and until Consultant has provided continuous service to
      Client, as a member of the board of directors of Client, for one (1)
      year from the grant date.
    

    
                          (ii)      On the first day of the Extended Term, if
      any, Consultant shall receive from Client equity compensation as
      follows:  A grant of restricted stock made pursuant to the Plan for the
      number of whole shares of Client’s common stock closest in value, as of
      the date of grant, to Ninety Seven Thousand Five Hundred Dollars
      ($97,500). Such grant shall be subject to the terms and conditions
      contained in the grant document(s) and shall not vest unless and until
      Consultant has provided continuous service to Client, as a member of the
      board of directors of Client, for one (1) year from the grant date.