**Exhibit 10.2a**

**HOT TOPIC, INC.**

**2006 EQUITYINCENTIVE PLAN**

**APPROVED BY BOARD:MARCH 17, 2006**

**APPROVED BY SHAREHOLDERS:JUNE 13, 2006**

**AMENDMENT APPROVED BY BOARD:MARCH 23, 2007**

**TERMINATION DATE: MARCH 16, 2016**

**1. GENERAL.**

**(a) Successor toand Continuation of Prior Plan.** This Plan was adopted by the Board on the Adoption Date to be effective on the Effective Date. The Plan is intended as the successor to and continuation of the Company’s 1996 Equity Incentive Plan (the“***Prior Plan***”). Following the Effective Date of this Plan, no additional stock awards shall be granted under the Prior Plan. Any shares remaining available for issuance under the Prior Plan as of the Effective Date shall beincluded in the share reserve of this Plan as provided in Section 3 hereof and available for issuance pursuant to Stock Awards granted hereunder. All outstanding stock awards granted under the Prior Plan shall remain subject to the terms of thePrior Plan, except that the Board may elect to extend one or more of the features of this Plan to stock awards granted under the Prior Plan. Any shares subject to outstanding stock awards granted under the Prior Plan that expire or terminate for anyreason prior to exercise or settlement shall be added to the share reserve of this Plan and become available for issuance pursuant to Stock Awards granted hereunder. All Stock Awards granted subsequent to the Effective Date of this Plan shall besubject to the terms of this Plan. 

**(b) Eligible Award Recipients.** The persons eligible to receive Awards are Employees, Directorsand Consultants. 

**(c) Available Awards.** The Plan provides for the grant of the following Awards: (i) Incentive Stock Options,(ii) Nonstatutory Stock Options, (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance Cash Awards and (viii) Other StockAwards. 

**(d) General Purpose.** The Company, by means of the Plan, seeks to secure and retain the services of the group of personseligible to receive Awards as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such eligible recipients may be given anopportunity to benefit from increases in value of the Common Stock through the granting of Stock Awards. 

 

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**2. ADMINISTRATION.**

**(a) Administration by Board.** The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). 

**(b) Powers of Board.** The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 

**(i)**To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Awardshall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive cash orCommon Stock pursuant to a Stock Award; and (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person. 

**(ii)**To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct anydefect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Award fully effective.

**(iii)**To settle all controversies regarding the Plan and Awards granted under it. 

**(iv)**To accelerate the time at which a Stock Award may first be exercised or the time during which an Award or any part thereof will vest inaccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest. 

**(v)**To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the writtenconsent of the affected Participant. 

**(vi)**To amend the Plan in any respect the Board deems necessary or advisable, including,without limitation, relating to Incentive Stock Options and certain nonqualified deferred compensation under 409A of the Code and/or to bring the Plan or Stock Awards granted under the Plan into compliance therewith, subject to the limitations, ifany, of applicable law. However, except as provided in Section 9(a) relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the Plan that either (i) materially increases the number of shares ofCommon Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to receive Awards under the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materiallyreduces the price at which shares of Common Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of Awards available for issuance under the Plan, but only to the extentrequired by applicable law or listing requirements. Except as provided herein, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of theaffected Participant, and (ii) such Participant consents in writing. 

 

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**(vii)**To submit any amendment to the Plan for shareholder approval, including, but not limited to,amendments to the Plan intended to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility ofcompensation paid to Covered Employees, (ii) Section 422 of the Code regarding Incentive Stock Options, or (iii) Rule 16b-3. 

**(viii)**To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards or stock awards granted under the Prior Plan, including, but not limited to, amendments to provide terms morefavorable than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; *provided however,* that, the rights under any Award shall not be impaired by any such amendmentunless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affectedParticipant’s consent, the Board may amend the terms of any one or more Awards if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Code Section 409A and therelated guidance thereunder. 

**(ix)**Generally, to exercise such powers and to perform such acts as the Board deems necessary orexpedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards. 

**(x)**To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States. 

**(c) Delegation to Committee.**

**(i)General.** The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan,the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references inthis Plan to the Board shall thereafter be to the Committee or subcommittee), 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 retain theauthority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 

**(ii) Section 162(m) and Rule 16b-3 Compliance.** In the sole discretion of the Board, the Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, orsolely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (A) delegate to a Committee of Directors who need not be Outside Directors the authority to grantAwards to eligible persons who are either (I) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award, or (II) not persons with respect to whom the Companywishes to comply with 

 

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Section 162(m) of the Code, or (B) delegate to a Committee of Directors who need not be Non-Employee Directors the authority to grant Stock Awardsto eligible persons who are not then subject to Section 16 of the Exchange Act. 

**(d) Effect of Board’s Decision.** Alldeterminations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

**(e) Cancellation and Re-Grant of Stock Awards**. Neither the Board nor any Committee shall have the authority to: (i) reprice any outstandingStock Awards under the Plan, or (ii) cancel and re-grant any outstanding Stock Awards under the Plan, unless the shareholders of the Company have approved such an action within twelve (12) months prior to such an event. 

**(f) Arbitration.** Any dispute or claim concerning any Stock Awards granted (or not granted) pursuant to the Plan or any disputes or claims relatingto or arising out of the Plan shall be fully, finally and exclusively resolved by binding and confidential arbitration conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association in Los Angeles County, California.The Company shall pay all arbitration fees. In addition to any other relief, the arbitrator may award to the prevailing party recovery of its attorneys’ fees and costs. By accepting a Stock Award, Participants and the Company waive theirrespective rights to have any such disputes or claims tried by a judge or jury.****

**3. SHARES SUBJECTTOTHE PLAN.**

**(a) Share Reserve.** Subject to the provisions of Section 9relating to adjustments upon changes in stock, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards after the Effective Date shall consist of the sum of (i) the number of unallocated shares remainingavailable for issuance under the Prior Plan as of the Effective Date, (ii) an additional two million three hundred fifty thousand (2,350,000) shares to be approved by the shareholders at the 2006 Annual meeting as part of the approval ofthis Plan and (iii) the number of shares added to the reserve pursuant to Section 3(b) (the ***“Share Reserve”***). Subject to Section 3(c), the number of shares available for issuance under the Plan shall be reducedby: (i) one (1) share for each share of Common Stock issued pursuant to (A) an Option granted under Section 5, or (B) a Stock Appreciation Right granted under Section 6(c); and (ii) one and five tenths(1.5) shares for each share of Common Stock issued pursuant to a Restricted Stock Award granted under Section 6(a), Restricted Stock Unit Award granted under Section 6(b), Performance Stock Award granted under Section 6(d)(i), orOther Stock Award granted under Section 6(e). Shares may be issued in connection with a merger or acquisition as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed Company Manual Section 303A.08, or AMEX Company GuideSection 711 and such issuance shall not reduce the number of shares available for issuance under the Plan. 

**(b) Additions to ShareReserve.** The share reserve under the Plan shall also be increased from time to time by a number of shares equal to the number of shares of Common Stock that (i) are issuable pursuant to options or stock awards outstanding under the PriorPlan as of the Effective Date of the Plan and (ii) but for this provision, would otherwise have reverted to the share reserve of the Prior Plan pursuant to the provisions thereof. 

 

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**(c) Reversion of Shares to the Share Reserve.**

**(i) Shares Available For Subsequent Issuance.** If any (i) Stock Award shall for any reason expire or otherwise terminate, in whole or in part,without having been exercised in full, (ii) shares of Common Stock issued to a Participant pursuant to a Stock Award are forfeited to or repurchased by the Company pursuant to the Company’s reacquisition or repurchase rights under thePlan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of such shares, or (iii) Stock Award is settled in cash, then the shares of Common Stock not issued under such StockAward, or forfeited to or repurchased by the Company, shall revert to and again become available for issuance under the Plan. To the extent there is issued a share of Common Stock pursuant to a Stock Award that counted as one and five tenths(1.5) shares against the number of shares available for issuance under the Plan pursuant to Section 3(a) and such share of Common Stock again becomes available for issuance under the Plan pursuant to this Section 3(c)(i), then thenumber of shares of Common Stock available for issuance under the Plan shall increase by one and five tenths (1.5) shares. 

**(ii)Shares Not Available for Subsequent Issuance.** If any shares subject to a Stock Award are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “netexercised”) or an appreciation distribution in respect of a Stock Appreciation Right is paid in shares of Common Stock, the number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available forsubsequent issuance under the Plan. If any shares subject to a Stock Award are not delivered to a Participant because such shares are withheld in satisfaction of the withholding of taxes incurred in connection with the exercise of an Option, StockAppreciation Right, or the issuance of shares under a Restricted Stock Award or Restricted Stock Unit Award, the number of shares that are not delivered to the Participant shall not remain available for subsequent issuance under the Plan. If theexercise price of any Stock Award is satisfied by tendering shares of Common Stock held by the Participant (either by actual delivery or attestation), then the number of shares so tendered shall not remain available for subsequent issuance under thePlan. 

**(d) Incentive Stock Option Limit.**Notwithstanding anything to the contrary in this Section 3, subject to the provisionsof Section 9(a) relating to Capitalization Adjustments the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options shall be the number of shares of Common Stock in the ShareReserve. 

**(e) Section 162(m) Limitation on Annual Grants**. Subject to the provisions of Section 9(a) relating toCapitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible to be granted during any calendar year Stock Awards whose value is determined byreference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value of the Common Stock on the date the Stock Award is granted covering more than One Million Eight Hundred Thousand(1,800,000) shares of Common Stock. 

 

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**(f) Source of Shares.** The stock issuable under the Plan shall be shares of authorized but unissuedor reacquired Common Stock, including shares repurchased by the Company on the market or otherwise. 

**4. ELIGIBILITY.**

**(a) Eligibility for Specific Stock Awards**. Incentive Stock Options may be granted only to employees of the Company or a parent corporation orsubsidiary corporation (as such terms are defined in Code Sections 424(e) and (f)). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. 

**(b) Ten Percent Shareholders.** A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option isat least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. 

**(c) Consultants.** A Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant, a Form S-8 Registration Statementunder the Securities Act (***“Form S-8”***) is available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to theCompany, because the Consultant is a natural person, or because of any other rule governing the use of Form S-8. 

**5. OPTIONPROVISIONS.**

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deemappropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stockpurchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options need not be identical; *provided,however*, that each Option Agreement shall include (through incorporation of provisions hereof by reference in the Option Agreement or otherwise) the substance of each of the following provisions: 

**(a) Term.** Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, no Option shall be exercisable after the expiration often (10) years from the date of its grant or such shorter period specified in the Option Agreement. 

**(b) Exercise Price.**Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, the exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on thedate the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is grantedpursuant to an assumption or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code (whether or not such Options are Incentive Stock Options). 

 

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**(c) Consideration.** The purchase price of Common Stock acquired pursuant to the exercise of anOption shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do notpermit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of payment permitted bythis Section 5(c) are: 

**(i)**by cash, check, bank draft or money order payable to the Company; 

**(ii)**pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stocksubject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

**(iii)**by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

**(iv)**by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exerciseby the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; *provided, however,* that the Company shall accept a cash or other payment from the Participant to the extent of any remainingbalance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; *provided, further,* that shares of Common Stock will no longer be outstanding under an Option and will not be exercisablethereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy taxwithholding obligations; or 

**(v)**in any other form of legal consideration that may be acceptable to the Board. 

**(d) Transferability of Options.** The Board may, in its sole discretion, impose such limitations on the transferability of Options as the Boardshall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options shall apply: 

**(i) Restrictions on Transfer.** An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by theOptionholder; provided, however, that the Board may, in its sole discretion, permit transfer of the Option in a manner consistent with applicable tax and securities laws upon the Optionholder’s request. 

**(ii) Domestic Relations Orders.** Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic relations order; *provided,however,*that an Incentive Stock Option may be deemed to be a Nonqualified Stock Option as a result of such transfer. 

 

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**(iii) Beneficiary Designation.** Notwithstanding the foregoing, the Optionholder may, by deliveringwritten notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 

**(e) Vesting Generally.** The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodicinstallments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as theBoard may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 5(e) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may beexercised. 

**(f) Termination of Continuous Service.** Except as otherwise provided in the applicable Option Agreement or otheragreement between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service terminates (other than for Cause or upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option(to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date ninety (90) days or one hundred twenty(120) days, in the case of an Incentive Stock Option or a Nonstatutory Stock Option, respectively, following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or(ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement(as applicable), the Option shall terminate. 

**(g) Extension of Termination Date.** An Optionholder’s Option Agreement may providethat if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than for Cause or upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance ofshares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the applicable period of time after the termination of the Optionholder’sContinuous Service during which the exercise of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. 

**(h) Disability of Optionholder.** In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’sDisability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of(i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the OptionAgreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate. 

 

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**(i) Death of Optionholder.** In the event that (i) an Optionholder’s Continuous Serviceterminates as a result of the Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other thandeath, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest orinheritance or by a person designated to exercise the option upon the Optionholder’s death, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death (or such longer or shorterperiod specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, after the Optionholder’s death, the Option is not exercised within the time specified herein or in theOption Agreement (as applicable), the Option shall terminate. 

**(j) Termination for Cause.** Except as explicitly provided otherwise inan Optionholder’s Option Agreement, in the event that an Optionholder’s Continuous Service is terminated for Cause, the Option shall terminate upon the termination date of such Optionholder’s Continuous Service, and the Optionholdershall be prohibited from exercising his or her Option from and after the time of such termination of Continuous Service.****

**(k)Non-Exempt Employees**. No Option granted to an Employee that is a non-exempt employee for purposes of the Fair Labor Standards Act shall be first exercisable for any shares of Common Stock until at least six months following the date of grant ofthe Option. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay. 

**6. PROVISIONSOF STOCK AWARDSOTHERTHAN OPTIONS.**

**(a) Restricted Stock Awards.** Each Restricted Stock Award Agreement shall be in such form and shall contain such terms andconditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions untilany restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreementsmay change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical, *provided, however*, that each Restricted Stock Award Agreement shall include (through incorporation of provisionshereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

**(i) Consideration.** ARestricted Stock Award may be awarded in consideration for (A) past services actually rendered to the Company or an Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion andpermissible under applicable law. 

**(ii) Vesting.** Shares of Common Stock awarded under the Restricted Stock Award Agreement may besubject to forfeiture to the Company in accordance with a vesting 

 

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schedule to be determined by the Board. Generally, except for Restricted Stock Awards (x) granted to Non-Employee Directors, or (y) that vest basedon the satisfaction of Performance Goals, no Restricted Stock Award shall vest at a rate more favorable to the Participant than over a three (3)-year period (or, for a newly-hired Employee, over a one (1)-year period) measured from the date of grant(or the date of hire for newly-hired Employees) except in the event of death or Disability, upon a Corporate Transaction in which such Restricted Stock Award is not assumed or continued, or upon a Change in Control. 

**(iii) Termination of Participant’s Continuous Service.** In the event a Participant’s Continuous Service terminates, the Company mayreceive via a forfeiture condition, any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement. 

**(iv) Transferability.** Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participantonly upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to theterms of the Restricted Stock Award Agreement. 

**(b) Restricted Stock Unit Awards.** Each Restricted Stock Unit Award Agreement shallbe in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate RestrictedStock Unit Award Agreements need not be identical, *provided, however,*that each Restricted Stock Unit Award Agreement shall include (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance ofeach of the following provisions: 

**(i) Consideration.** At the time of grant of a Restricted Stock Unit Award, the Board will determinethe consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to aRestricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

**(ii) Vesting.**At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting ofthe Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. Generally, except for Restricted Stock Unit Awards (x) granted to Non-Employee Directors, or (y) that vest based on the satisfaction of Performance Goals, noRestricted Stock Unit Award shall vest at a rate more favorable to the Participant than over a three (3)-year period (or, for a newly-hired Employee, over a one (1)-year period) measured from the date of grant (or the date of hire for newly-hiredEmployees) except in the event of death or Disability, upon a Corporate Transaction in which such Restricted Stock Unit Award is not assumed or continued, or upon a Change in Control. 

**(iii) Payment**. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combinationthereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. 

 

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**(iv) Additional Restrictions.**At the time of the grant of a Restricted Stock Unit Award, theBoard, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted StockUnit Award. 

**(v) Dividend Equivalents.**Dividend equivalents may be credited in respect of shares of Common Stock covered by aRestricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by theRestricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlyingRestricted Stock Unit Award Agreement to which they relate. 

**(vi) Termination of Participant’s Continuous Service.** Except asotherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service. 

**(vii) Compliance with Section 409A of the Code.** Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Awardgranted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Suchrestrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that anyCommon Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule. 

**(c) Stock Appreciation Rights.** Each Stock Appreciation Right Agreement shall be in such form and shall contain such terms and conditions as theBoard shall deem appropriate. Stock Appreciation Rights may be granted as stand-alone Stock Awards or in tandem with other Stock Awards. The terms and conditions of Stock Appreciation Right Agreements may change from time to time, and the terms andconditions of separate Stock Appreciation Right Agreements need not be identical; *provided, however*, that each Stock Appreciation Right Agreement shall include (through incorporation of the provisions hereof by reference in the Agreement orotherwise) the substance of each of the following provisions: 

**(i) Term.** No Stock Appreciation Right shall be exercisable after theexpiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Appreciation Right Agreement. 

**(ii) Strike Price.**Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents. The strike price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair MarketValue of the Common Stock equivalents subject to the Stock Appreciation Right on the date of grant. 

 

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**(iii) Calculation of Appreciation.** The appreciation distribution payable on the exercise of aStock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of shares of Common Stock equal to the number ofshare of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over (B) the strike price that will bedetermined by the Board at the time of grant of the Stock Appreciation Right. 

**(iv) Vesting.**At the time of the grant of a StockAppreciation Right, the Board may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as it, in its sole discretion, deems appropriate. 

**(v) Exercise.** To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation RightAgreement evidencing such Stock Appreciation Right. 

**(vi) Payment**. The appreciation distribution in respect to a Stock AppreciationRight may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 

**(vii) Termination of Continuous Service.** In the event that a Participant’s Continuous Service terminates (other than for Cause), theParticipant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such Stock Appreciation Right as of the date of termination) but only within such period of time ending on the earlier of(A) the date one hundred twenty (120) days following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Stock Appreciation Right Agreement), or (B) the expiration of theterm of the Stock Appreciation Right as set forth in the Stock Appreciation Right Agreement. If, after termination, the Participant does not exercise his or her Stock Appreciation Right within the time specified herein or in the Stock AppreciationRight Agreement (as applicable), the Stock Appreciation Right shall terminate. 

**(viii) Termination for Cause.** Except as explicitlyprovided otherwise in an Participant’s Stock Appreciation Right Agreement, in the event that a Participant’s Continuous Service is terminated for Cause, the Stock Appreciation Right shall terminate upon the termination date of suchParticipant’s Continuous Service, and the Participant shall be prohibited from exercising his or her Stock Appreciation Right from and after the time of such termination of Continuous Service. 

**(ix) Compliance with Section 409A of the Code.**Notwithstanding anything to the contrary set forth herein, any Stock Appreciation Rightsgranted under the Plan that are not 

 

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exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Stock Appreciation Rights will comply with therequirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. For example, such restrictions may include,without limitation, a requirement that a Stock Appreciation Right that is to be paid wholly or partly in cash must be exercised and paid in accordance with a fixed pre-determined schedule. 

**(d) Performance Awards.**

**(i)Performance Stock Awards.** A Performance Stock Award is a Stock Award that may be granted, may vest, or may be exercised based upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but neednot, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goalshave been attained shall be conclusively determined by the Committee in its sole discretion. The maximum benefit to be received by any Participant in any calendar year attributable to Stock Awards described in this Section 6(d)(i) shall notexceed the value of One Million Eight Hundred Thousand (1,800,000) shares of Common Stock. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment ofPerformance Stock Awards. 

**(ii) Performance Cash Awards.** A Performance Cash Award is a cash award that may be granted upon theattainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achievedduring the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in its sole discretion. The maximum benefit to be received by any Participant inany calendar year attributable to cash awards described in this Section 6(d)(ii) shall not exceed five million dollars ($5,000,000). The Board may provide for or, subject to such terms and conditions as the Board may specify, may permit aParticipant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for aParticipant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property. In addition, to the extent permitted by applicable law and theapplicable Award Agreement, the Board may determine that Common Stock authorized under this Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an inducement to hold sharesof Common Stock. 

**(e) Other Stock Awards.** Other forms of Stock Awards valued in whole or in part by reference to, or otherwise basedon, Common Stock may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and completeauthority to determine the persons to whom and the time or times at which such Other Stock Awards will be 

 

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granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms andconditions of such Other Stock Awards. Generally, except for Other Stock Awards (x) granted to Non-Employee Directors, or (y) that vest based on the satisfaction of Performance Goals, no Other Stock Award shall vest at a rate morefavorable to the Participant than over a three (3)-year period (or, for a newly-hired Employee, over a one (1)-year period) measured from the date of grant (or the date of hire for newly-hired Employees) except in the event of death or Disability,upon a Corporate Transaction in which such Other Stock Award is not assumed or continued, or upon a Change in Control. 

**7. COVENANTSOFTHE COMPANY.**

**(a) Availability of Shares.** During the terms of the Stock Awards,the Company shall keep available at all times the number of shares of Common Stock reasonably required to satisfy such Stock Awards. 

**(b) Securities Law Compliance.** The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares ofCommon Stock upon exercise of the Stock Awards; *provided, however,* that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any suchStock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, theCompany shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. 

**(c) No Obligation to Notify.**The Company shall have no duty or obligation to any holder of a Stock Award to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Companyshall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimizethe tax consequences of a Stock Award to the holder of such Stock Award. 

**8. MISCELLANEOUS.**

**(a) Use of Proceeds from Sales of Common Stock.**Proceeds from the sale of shares of Common Stock pursuant to Stock Awards shall constitute generalfunds of the Company. 

**(b) Corporate Action Constituting Grant of Stock Awards.** Corporate action constituting a grant by the Companyof a Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to,or actually received or accepted by, the Participant. 

**(c) Shareholder Rights.** No Participant shall be deemed to be the holder of,or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has exercised the Stock Award pursuant to its 

 

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terms and the Participant shall not be deemed to be a stockholder of record until the issuance of the Common Stock pursuant to such exercise has been enteredinto the books and records of the Company 

**(d) No Employment or Other Service Rights.** Nothing in the Plan, any Stock Award Agreementor other instrument executed thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Awardwas granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of suchConsultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or theAffiliate is incorporated, as the case may be. 

**(e) Incentive Stock Option $100,000 Limitation.** To the extent that the aggregateFair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates)exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of theapplicable Option Agreement(s). 

**(f) Investment Assurances.** The Company may require a Participant, as a condition of exercising oracquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representativereasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising theStock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of sellingor otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise or acquisition of Common Stock under theStock Award has been registered under a then currently effective registration statement under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be metin the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply withapplicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 

**(g) WithholdingObligations.** Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means (in addition tothe Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; 

 

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(ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award;(iii) withholding cash from an Award settled in cash; or (iv) by such other method as may be set forth in the Stock Award Agreement. 

**(h) Electronic Delivery.** Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet. 

**(i) Deferrals.** To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock orthe payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made inaccordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee. The Board is authorized to make deferrals of Stock Awards and determinewhen, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of employment or retirement, and implement such other terms and conditions consistent with theprovisions of the Plan and in accordance with applicable law. 

**(j) Compliance with 409A.**To the extent that the Board determinesthat any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of theCode. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including withoutlimitation any such regulations or other guidance that may be issued or amended after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Board determines that any Awardmay be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Board may adopt such amendments to the Plan and theapplicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (1) exempt the Awardfrom Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (2) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

**9. ADJUSTMENTSUPON CHANGESIN COMMON STOCK;OTHER CORPORATE EVENTS.**

**(a) Capitalization Adjustments.** In the event of aCapitalization Adjustment, the Board shall appropriately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issuedpursuant to the exercise of Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 3(e) and 6(d)(i), and (iv) the class(es) andnumber of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. 

 

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**(b) Dissolution or Liquidation.**Except as otherwise provided in the Stock Award Agreement, in theevent of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to the Company’s right of repurchase) shall terminateimmediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such Stock Award isproviding Continuous Service, *provided, however,* that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such StockAwards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion. 

**(c) Corporate Transaction.**The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between theCompany or any Affiliate and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. 

**(i) Stock Awards May Be Assumed.** Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving oracquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to, awards toacquire the same consideration paid to the shareholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assignedby the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only aportion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award. The terms of any assumption, continuation or substitution shall be set by the Board in accordance with the provisions of Section 2. 

**(ii) Stock Awards Held by Current Participants.** Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transactionin which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awardsthat have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “***CurrentParticipants***”), the vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior tothe effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Stock Awardsshall terminate if not 

 

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exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company withrespect to such Stock Awards shall lapse (contingent upon the effectiveness of the Corporate Transaction). 

**(iii) Stock Awards Held byPersons other than Current Participants.** Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume orcontinue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by persons other than CurrentParticipants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be exercised) shall not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of CommonStock not subject to the Company’s right of repurchase) shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; *provided, however,* that any reacquisition or repurchase rights held by theCompany with respect to such Stock Awards shall not terminate and may continue to be exercised notwithstanding the Corporate Transaction. 

**(iv) Payment for Stock Awards in Lieu of Exercise.** Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its solediscretion, that the holder of any Stock Award that is not exercised prior to such effective time but will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (A) the value of the propertythe holder of the Stock Award would have received upon the exercise of the Stock Award, over (B) any exercise price payable by such holder in connection with such exercise. 

**(v) Change in Control.** A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control asmay be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.

**10. TERMINATIONOR SUSPENSIONOFTHE PLAN.**

**(a) Plan Term.** Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate on the day before the tenth(10th) anniversary of the date the Plan is adopted by the Board or approved by the shareholders of the Company, whichever is earlier. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated. 

**(b) No Impairment of Rights.** Termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effectexcept with the written consent of the affected Participant. 

**11. EFFECTIVE DATEOF PLAN.**

This Plan shall become effective on the Effective Date. Prior to the Effective Date, the Prior Plan is unaffected by the Plan, andStock Awards shall continue to be granted from the 

 

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Prior Plan. If the Plan has not been approved by the stockholders of the Company by the first anniversary of the Adoption Date, the adoption of the Planshall be null and void and the Prior Plan shall continue unaffected by the adoption of the Plan. If the Plan is so approved, (i) the Prior Plan shall be deemed merged into the Plan and to cease its separate existence and (ii) outstandingoptions and other awards granted pursuant to the Prior Plan shall automatically become Stock Awards. Notwithstanding that the Prior Plan is merged into the Plan, the terms of the Prior Plan shall continue to govern any Stock Awards granted prior tothe Effective Date. 

**12. CHOICEOF LAW.**

The law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard tosuch state’s conflict of laws rules. 

**13. DEFINITIONS.**As used in the Plan, the definitions contained in this Section 13shall apply to the capitalized terms indicated below: 

**(a)*****“Adoption Date”*** means March 17, 2006 the datethe Plan was adopted by the Board. 

**(b)*****“Affiliate”*** means, at the time of determination, any“parent” or “subsidiary” as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is determinedwithin the foregoing definition. 

**(c)*****“Award”*** means a Stock Award or a Performance Cash Award. 

**(d)*****“Board”*** means the Board of Directors of the Company. 

**(e)*****“Capitalization Adjustment”*** means any change that is made in, or other events that occur with respect to, the CommonStock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend inproperty other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company. Notwithstanding the foregoing, theconversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company. 

**(f)*****“Cause”***means with respect to a Participant, the occurrence of any of the following events, or that of any of its Subsidiaries: (i) such Participant’s commission of anyfelony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against theCompany; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use ordisclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Causeshall be made by the Company in its sole discretion. Any 

 

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determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstandingAwards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. 

**(g)*****“Change in Control”*** means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

**(i)**any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent(50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur(A) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the Company in a transaction or series of related transactions the primary purpose of which is to obtainfinancing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the **“*****Subject Person*****”**) exceeds the designated percentagethreshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation ofthis sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had notoccurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; 

**(ii)**there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after theconsummation of such merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent(50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the survivingEntity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; 

**(iii)**the shareholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a completedissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; 

**(iv)**there isconsummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of theconsolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by shareholders of the Company in substantially the same proportions astheir Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or 

 

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**(v)** individuals who, on the date this Plan is adopted by the Board, are members of the Board (the***“Incumbent Board”***) cease for any reason to constitute at least a majority of the members of the Board; (*provided, however,* that if the appointment or election (or nomination for election) of any new Board member wasapproved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board). 

For the avoidance of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for thepurpose of changing the domicile of the Company. 

Notwithstanding the foregoing or any other provision of this Plan, the definition ofChange in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement; *provided,however,* that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. 

The Board may, in its sole discretion and without Participant consent, amend the definition of Change in Control to conform to the definition of Change of Control under Section 409A of the Code, as amended, andthe Treasury Department or Internal Revenue Service Regulations or Guidance issued thereunder. 

**(h)*****“Code”***means the Internal Revenue Code of 1986, as amended. 

**(i)*****“Committee”*** means a committee of two (2) ormore Directors to whom authority has been delegated by the Board in accordance with Section 2(c). 

**(j)*****“CommonStock”*** means the common stock of the Company. 

**(k)*****“Company”*** means Hot Topic, Inc**.**, aCalifornia corporation. 

**(l)*****“Consultant”*** means any person, including an advisor, who is (i) engaged bythe Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as aDirector, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.******

**(m)*****“Continuous Service”*** means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. Achange in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption ortermination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service. For example, a change in status from an employee of the Company to a consultant to an Affiliate or 

 

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to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of theCompany, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leaveof absence agreement or policy applicable to the Participant, or as otherwise required by law. 

**(n)*****“CorporateTransaction”*** means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

**(i)**a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 

**(ii)**a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; 

**(iii)**the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

**(iv)**the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporationbut the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form ofsecurities, cash or otherwise. 

**(o)*****“Covered Employee”*** shall have the meaning provided inSection 162(m)(3) of the Code and the regulations promulgated thereunder. 

**(p)*****“Director”*** means amember of the Board. 

**(q)*****“Disability”*** means, with respect to a Participant, the inability of suchParticipant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months,as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of the Code. 

**(r)**“***Effective Date***” means theeffective date of this Plan, which is the date of the annual meeting of stockholders of the Company held in 2006, provided that this Plan is approved by the Company’s stockholders at such meeting. 

**(s)*****“Employee”*** means any person employed by the Company or an Affiliate. However, service solely as a Director, or paymentof a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan. 

**(t)*****“Entity”*** means a corporation, partnership, limited liability company or other entity. 

 

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**(u)*****“Exchange Act”*** means the Securities Exchange Act of 1934, as amended.

**(v)*****“Exchange Act Person”***means any natural person, Entity or “group” (within the meaning ofSection 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of theCompany or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities,(iv) an Entity Owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaningof Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date of the Plan as set forth in Section 11, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of thecombined voting power of the Company’s then outstanding securities. 

**(w)*****“Fair Market Value”*** means, asof any date, the value of the Common Stock determined as follows: 

**(i)**If the Common Stock is listed on any established stockexchange, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported, and in each case rounded up where necessary to the nearest whole cent) as quoted on suchexchange (or the exchange with the greatest volume of trading in the Common Stock) on the date of determination, as reported in *The Wall Street Journal*or such other source as the Board deems reliable. Unless otherwise provided by the Board,if there is no closing sales price (or closing bid, if no sales were reported) for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid, if no sales were reported) on the lastpreceding date for which such quotation exists. 

**(ii)**In the absence of such listing for the Common Stock, the Fair Market Valueshall be determined by the Board in good faith. 

**(x)*****“Incentive Stock Option”*** means an Option that isintended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

**(y)*****“Non-Employee Director”***means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly orindirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgatedpursuant to the Securities Act (“***Regulation S-K***”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a businessrelationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3. 

**(z)*****“Nonstatutory Stock Option”*** means any Option that does not qualify as an Incentive Stock Option. 

 

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**(aa)*****“Officer”*** means a person who is an officer of the Company within themeaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

**(bb)*****“Option”*** means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan. 

**(cc)*****“Option Agreement”*** means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subjectto the terms and conditions of the Plan. 

**(dd)*****“Optionholder”*** means a person to whom an Option is grantedpursuant to the Plan or, if permitted under the terms of this Plan, such other person who holds an outstanding Option. 

**(ee)*****“Other Stock Award”*** means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d). 

**(ff)*****“Other Stock Award Agreement”***means a written agreement between the Company and a holder of an Other Stock Awardevidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(gg)*****“Outside Director”*** means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulationspromulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during thetaxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than asa Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

**(hh)*****“Own,” “Owned,” “Owner,” “Ownership”*******A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired“Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting,with respect to such securities. 

**(ii)*****“Participant”*** means a person to whom an Award is granted pursuant tothe Plan or, if applicable, such other person who holds an outstanding Stock Award. 

**(jj)*****“Performance CashAward”*** means an award of cash granted pursuant to the terms and conditions of Section 6(d)(ii). 

**(kk)*****“Performance Criteria”*** means the one or more criteria that the Board shall select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish suchPerformance Goals may be based on any one of, or combination of, the following: (i) earnings per share; (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization;(iv) total 

 

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shareholder return; (v) return on equity; (vi) return on assets, investment, or capital employed; (vii) operating margin; (viii) grossmargin; (ix) operating income; (x) net income (before or after taxes); (xi) net operating income; (xii) net operating income after tax; (xiii) pre-tax profit; (xiv) operating cash flow; (xv) sales or revenuetargets; (xvi) increases in revenue or product revenue; (xvii) expenses and cost reduction goals; (xviii) improvement in or attainment of working capital levels; (xix) economic value added (or an equivalent metric);(xx) market share; (xxi) cash flow; (xxii) cash flow per share; (xxiii) share price performance; (xxiv) debt reduction; (xxv) implementation or completion of projects or processes; (xxvi) customer satisfaction;(xxvii) shareholders’ equity; (xxviii) comparable store sales; (xxix) merchandise margin; and (xxx) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performanceselected by the Board. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award. TheBoard shall, in its sole discretion, define the manner of calculating the Performance Criteria it selects to use for such Performance Period. 

**(ll)*****“Performance Goals”*** means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on aCompany-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevantindices. At the time of the grant of any Award, the Board is authorized to determine whether, when calculating the attainment of Performance Goals for a Performance Period: (i) to exclude restructuring and/or other nonrecurring charges;(ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial AccountingStandards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; and (v) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles. Inaddition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals. 

**(mm)*****“Performance Period”*** means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right toand the payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board. 

**(nn)*****“Performance Stock Award”*** means a Stock Award granted under the terms and conditions of Section 6(d)(i). 

**(oo)*****“Plan”*** means this Hot Topic, Inc. 2006 Equity Incentive Plan. 

**(pp)*****“Restricted Stock Award”*** means an award of shares of Common Stock which is granted pursuant to the terms andconditions of Section 6(a). 

**(qq)*****“Restricted Stock Award Agreement”*** means a written agreement betweenthe Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

 

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**(rr)*****“Restricted Stock Unit Award”***means a right to receive shares ofCommon Stock which is granted pursuant to the terms and conditions of Section 6(b). 

**(ss)*****“Restricted Stock UnitAward Agreement”***means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall besubject to the terms and conditions of the Plan. 

**(tt)*****“Rule 16b-3”*** means Rule 16b-3 promulgated under theExchange Act or any successor to Rule 16b-3, as in effect from time to time. 

**(uu)*****“Securities Act”*** meansthe Securities Act of 1933, as amended. 

**(vv)*****“Stock Appreciation Right”*** means a right to receive theappreciation on Common Stock that is granted pursuant to the terms and conditions of Section 6(c). 

**(ww)*****“StockAppreciation Right Agreement”*** means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreementshall be subject to the terms and conditions of the Plan. 

**(xx)*****“Stock Award”*** means any right to receiveCommon Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award.

**(yy)*****“Stock Award Agreement”*** means a written agreement between the Company and a Participant evidencing theterms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(zz)*****“Subsidiary”*** means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board ofdirectors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly,Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more thanfifty percent (50%). 

**(aaa)*****“Ten Percent Shareholder”*** means a person who Owns (or is deemed to Own pursuantto Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate. 

 

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