**Exhibit 10.5a**

**HOT TOPIC, INC.**

**1996 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN**

**Adopted on June 14, 1996**

**Approved by Shareholders on July 9, 1996**

**Amended on February 18, 1998**

**Approved by Shareholders on May 27, 1998**

**Amended on February 24, 2000**

**Approved by Shareholders on June 28, 2000**

**Amended on March 17, 2005**

**Approved by Shareholders on June 15, 2005**

**Amended on March 23, 2007**

**Shares Subject to the Plan Automatically Adjusted on December 27, 1999,**

**December 27, 2000, February 6, 2002 and September 2, 2003.**

**1.PURPOSE.**

**(a)** The purpose of the 1996 Non-Employee Directors’ Stock Option Plan (the “Plan”) is toprovide a means by which each director of Hot Topic, Inc. (the “Company”) who is not otherwise at the time of grant an employee of or consultant to the Company or of any Affiliate of the Company (each such person being hereafter referredto as a “Non-Employee Director”) will be given an opportunity to purchase stock of the Company. 

**(b)** The word“Affiliate” as used in the Plan means any parent corporation or subsidiary corporation of the Company as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended from time to time(the “Code”). 

**(c)** The Company, by means of the Plan, seeks to retain the services of persons now serving as Non-EmployeeDirectors of the Company, to secure and retain the services of persons capable of serving in such capacity, and to provide incentives for such persons to exert maximum efforts for the success of the Company. 

 

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**2. ADMINISTRATION.**

**(a)** The Plan shall be administered by the Board of Directors of the Company (the “Board”), unless and until the Board delegates administration to a committee, as provided in subparagraph 2(b).

**(b)** The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members of the Board(the “Committee”). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, notinconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 

**3. SHARES SUBJECT TO THE PLAN.**

**(a)** Subject to the provisions of paragraph 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to optionsgranted under the Plan shall not exceed in the aggregate seven hundred twenty thousand (720,000) shares of the Company’s common stock. If any option granted under the Plan shall for any reason expire or otherwise terminate without havingbeen exercised in full, the stock not purchased under such option shall again become available for the Plan. 

**(b)** The stock subjectto the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 

**4. ELIGIBILITY.**

Options shall be granted only to Non-Employee Directors of the Company. 

**5. GRANTS.**

**(a)** Each person who is elected or appointed for the first time tobe a Non-Employee Director shall automatically be granted, upon the date of his or her initial election or appointment, an option to purchase ten thousand (10,000) shares of common stock (an “Initial Grant”), *provided however*that in the case of a new Non-Employee Chairman of the Board, such person shall automatically be granted, upon the date of his or her initial election or appointment, an option to purchase fifteen thousand (15,000) shares of common stock.

**(b)**On the date of each annual meeting of shareholders, commencing with the 2000 annual meeting, each person who is then aNon-Employee Director shall automatically be granted an option to purchase two thousand five hundred (2,500) shares of common stock (an “Annual Grant”), *provided however* that in the case of a Non-Employee Chairman of the Board,such person shall automatically be granted, on each such annual meeting date, an option to purchase three thousand seven hundred fifty 

 

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(3,750) shares. Notwithstanding the foregoing, a Non-Employee Director shall not be entitled to an Annual Grant if (i) such Non-Employee Director hasserved as a Non-Employee Director for less than three (3) months, or (ii) such Non-Employee failed to attend at least seventy five percent (75%) of the meetings (A) of the Board which occurred while the Non-Employee Director wasa member of the Board and (B) of each committee of which such Non-Employee Director was a member. 

**(c)**Non-Employee Directorsmay also be granted options to purchase shares in amounts deemed appropriate by the Board of Directors. 

**6. OPTIONPROVISIONS.**

Each option shall be subject to the following terms and conditions: 

**(a)** The term of each option commences on the date it is granted and, unless sooner terminated as set forth herein, expires on the date(“Expiration Date”) ten (10) years from the date of grant. If the optionee’s service as a Non-Employee Director or employee of or consultant to the Company or any Affiliate terminates for any reason or for no reason, the optionshall terminate on the earlier of the Expiration Date or the date one hundred twenty (120) days following the date of termination of such service; *provided however* that if such termination of service is due to the optionee’s death,the option shall terminate on the earlier of the Expiration Date or twelve (12) months following the date of the optionee’s death. In any and all circumstances, an option may be exercised following termination of the optionee’sservice as a Non-Employee Director or employee of or consultant to the Company or any Affiliate only as to that number of shares as to which it was exercisable as of the date of termination of all such service under the provisions of subparagraph6(e). 

**(b)** The exercise price of each option shall be one hundred percent (100%) of the fair market value of the stock subjectto such option on the date such option is granted. 

**(c)** Payment of the exercise price of each option is due in full in cash upon anyexercise when the number of shares being purchased upon such exercise is less than 100 shares; but when the number of shares being purchased upon an exercise is 100 or more shares, the optionee may elect to make payment of the exercise price underone of the following alternatives: 

**(i)** Payment of the exercise price per share in cash at the time of exercise; 

**(ii)**Provided that at the time of the exercise the Company’s common stock is publicly traded and quoted regularly in *The Wall StreetJournal*, payment by 

 

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delivery of shares of common stock of the Company already owned by the optionee, held for the period required to avoid a charge to the Company’sreported earnings, and owned free and clear of any liens, claims, encumbrances or security interest, which common stock shall be valued at its fair market value on the date preceding the date of exercise; or 

**(iii)** Provided that at the time of the exercise the Company’s common stock is publicly traded and quoted regularly in *The Wall StreetJournal,* payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or check) by the Company either prior to the issuance of shares of the Company’s commonstock or pursuant to the terms of irrevocable instructions issued by the optionee prior to the issuance of shares of the Company’s common stock. 

**(iv)** Payment by a combination of the methods of payment specified in subparagraph 6(c)(i) and 6(c)(iii) above. 

**(d)** An option shall not be transferable except by will or by the laws of descent and distribution, or pursuant to a domestic relations order, and shall be exercisable during the lifetime of the person to whomthe option is granted only by such person (or by his guardian or legal representative) or transferee pursuant to such an order. Notwithstanding the foregoing, the optionee may, by delivering written notice to the Company in a form satisfactory tothe Company, designate a third party who, in the event of the death of the optionee, shall thereafter be entitled to exercise the option. 

**(e)** The option shall become exercisable in installments over a period of four (4) years from the date of grant as follows: twenty-five percent (25%) shall be exercisable commencing on the date one year after the date ofgrant of the option and six and one-quarter percent (6.25%) shall be exercisable at the end of each calendar quarter thereafter, provided that the optionee has, during the entire period prior to such vesting date, continuously served as aNon-Employee Director or employee of or consultant to the Company or any Affiliate of the Company, whereupon such option shall become fully exercisable in accordance with its terms with respect to that portion of the shares represented by thatinstallment. 

**(f)**The Company may require any optionee, or any person to whom an option is transferred under subparagraph 6(d), as acondition of exercising any such option: (i) to give written assurances satisfactory to the Company as to the optionee’s knowledge and experience in financial and business matters; and (ii) to give written assurances satisfactory tothe Company stating that such person is acquiring the stock subject to the option for such person’s own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances givenpursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the option has been registered under a then-currently-effective registration 

 

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statement under the Securities Act of 1933, as amended (the “Securities Act”), or (ii), as to any particular requirement, a determination is madeby counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may require any optionee to provide such other representations, written assurances or information which theCompany shall determine is necessary, desirable or appropriate to comply with applicable securities laws as a condition of granting an option to the optionee or permitting the optionee to exercise the option. The Company may, upon advice of counselto the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of thestock. 

**(g)** Notwithstanding anything to the contrary contained herein, an option may not be exercised unless the shares issuableupon exercise of such option are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the SecuritiesAct. 

**7. COVENANTS OF THE COMPANY.**

**(a)** During the terms of the options granted under the Plan, the Company shall keep available at all times the number of shares of stock required tosatisfy such options. 

**(b)** The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over thePlan such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan; *provided however* that this undertaking shall not require the Company to register under the Securities Act either thePlan, any option granted under the Plan, or any stock issued or issuable pursuant to any such option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for theCompany deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such options. 

**8. USE OF PROCEEDS FROM STOCK.**

Proceeds from the sale of stock pursuant to options granted under the Plan shall constitute general funds of the Company. 

**9. MISCELLANEOUS.**

**(a)**Neitheran optionee nor any person to whom an option is transferred under subparagraph 6(d) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such option unless and until such person hassatisfied all requirements for exercise of the option pursuant to its terms. 

 

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**(b)** Nothing in the Plan, or in any instrument executed pursuant thereto, shall confer upon anyNon-Employee Director any right to continue in the service of the Company or any Affiliate in any capacity or shall affect any right of the Company, its Board or shareholders or any Affiliate to remove any Non-Employee Director pursuant to theCompany’s Bylaws and the provisions of the laws of the Company’s state of incorporation. 

**(c)** No Non-Employee Director,individually or as a member of a group, and no beneficiary or other person claiming under or through him, shall have any right, title or interest in or to any option reserved for the purposes of the Plan except as to such shares of common stock, ifany, as shall have been reserved for him pursuant to an option granted to him. 

**(d)** In connection with each option made pursuant tothe Plan, it shall be a condition precedent to the Company’s obligation to issue or transfer shares to a Non-Employee Director, or to evidence the removal of any restrictions on transfer, that such Non-Employee Director make arrangementssatisfactory to the Company to insure that the amount of any federal or other withholding tax required to be withheld with respect to such sale or transfer, or such removal or lapse, is made available to the Company for timely payment of such tax.

**(e)** As used in this Plan, “fair market value” means, as of any date, the value of the common stock of the Companydetermined as follows: 

**(i)** If the common stock is listed on any established stock exchange, the fair market value of a share ofcommon 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 such exchange (or the exchange with the greatest volumeof trading in common stock) on the date of determination, as reported in *The Wall Street Journal* or such other source as the Board deems reliable. 

**(ii)** 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 bethe closing selling price (or closing bid, if no sales were reported) on the last preceding date for which such quotation exists. 

**(iii)** In the absence of such listing for the common stock, the fair market value shall be determined in good faith by the Board. 

 

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**10. ADJUSTMENTS UPON CHANGES IN STOCK.**

**(a)** If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger,consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving thereceipt of consideration by the Company), the Plan and outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subjectto outstanding options. Such adjustments shall be made by the Board, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a “transaction notinvolving the receipt of consideration by the Company.”) 

**(b)** In the event of: (1) a dissolution, liquidation, or sale ofall or substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of theCompany’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) the acquisition by any person, entity or groupwithin the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored ormaintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fiftypercent (50%) of the combined voting power entitled to vote in the election of directors, then the time during which options outstanding under the Plan may be exercised shall be accelerated prior to such event and the options terminated if notexercised after such acceleration and at or prior to such event. 

**11. AMENDMENT OF THE PLAN.**

**(a)**The Board at any time, and from time to time, may amend the Plan and/or some or all outstanding options granted under thePlan. Except as provided in paragraph 10 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the shareholders of the Company within twelve (12) months before or after the adoption of the amendmentif such amendment requires shareholder approval in order for the Plan to comply with the requirements of Rule 16b-3 promulgated under the Exchange Act, Section 162(m) of the Internal Revenue Code or any securities exchange requirements.****

 

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**(b)** Rights and obligations under any option granted before any amendment of the Plan shall not beimpaired by such amendment unless (i) the Company requests the consent of the person to whom the option was granted and (ii) such person consents in writing. 

**12. TERMINATION OR SUSPENSION OF THE PLAN.**

**(a)** The Board may suspend or terminate the Plan at any time. No options may be granted under the Plan while the Plan is suspended or after it is terminated. 

**(b)** Rights and obligations under any option granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan,except with the consent of the person to whom the option was granted. 

**(c)** The Plan shall terminate upon the occurrence of any ofthe events described in Section 10(b) above. 

**13. EFFECTIVE DATE OF PLAN;CONDITIONS OF EXERCISE.**

**(a)**The Plan shall become effective upon adoption by theBoard of Directors, subject to the condition subsequent that the Plan is approved by the shareholders of the Company.****

**(b)**Nooption granted under the Plan shall be exercised or exercisable unless and until the condition of subparagraph 13(a) above has been met.****

 

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