EX-10.10



 Exhibit 10.10 
 BLACKHAWK NETWORK HOLDINGS, INC. 
 2013 EQUITY INCENTIVE AWARD PLAN

 STOCK APPRECIATION RIGHT GRANT NOTICE 
 Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Award Plan (as may be amended from time to time, the
“Plan”), hereby grants to the individual listed below (the “Participant”), an award of Stock Appreciation Rights (“SARs”) over that number of shares of common stock, par value
$0.001 per share, of the Company (the “Shares”), set forth below. Upon exercise, each SAR represents the right to receive that number of shares of Common Stock, if any, having a Fair Market Value equal to the Fair Market
Value of on Share less the Exercise Price per Share set forth below. The SARs are subject to all of the terms and conditions set forth herein and in the Stock Appreciation Right Agreement attached hereto as Exhibit A (the
“Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Appreciation Right Grant Notice
(the “Grant Notice”) and the Agreement. 
  

			
	Participant:	  	[                    ]
		
	Grant Date:	  	[                    ]
		
	Vesting Commencement Date:	  	[                    ]
		
	Exercise Price per Share:	  	$[                    ] /Share
		
	Total Number of Shares Subject to the SARs:	  	[                    ] Shares
		
	Expiration Date:	  	[                    ]
		
	Vesting Schedule:	  	[                    ]
		
	Termination:	  	The SARs shall terminate on the Expiration Date set forth above or, if earlier, in accordance with the terms of the Agreement

 By his or her signature below, the Participant agrees to be bound by the terms and conditions of the
Plan, the Agreement and this Grant Notice. The Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully
understands all provisions of this Grant Notice, the Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Administrator upon any questions arising under the Plan
or relating to the SARs. If the participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B. 
  

							
	BLACKHAWK NETWORK HOLDINGS, INC.	  	PARTICIPANT
				
	By:	 	  
	  	By:	  	  

	Print Name:	 	  
	  	Print Name:	  	  

	Title:	 	  
	  		  	
	Address:	 	  
	  	Address:	  	  

		 		  	Email:	  	  









 EXHIBIT A 
 TO STOCK APPRECIATION RIGHT GRANT NOTICE 
 STOCK APPRECIATION RIGHT
AGREEMENT 
 Pursuant to the Stock Appreciation Right Grant Notice (the “Grant Notice”) to which
this Stock Appreciation Right Agreement (this “Agreement”) is attached, Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), has granted to the Participant Stock Appreciation
Rights (“SARs”) under the Company’s 2013 Equity Incentive Award Plan (as amended from time to time, the “Plan”) over the number of Shares indicated in the Grant Notice. Capitalized terms not
specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. 
 ARTICLE I. 

GENERAL 

1.1 Incorporation of Terms of Plan. The SARs are subject to the terms and conditions of the Plan, which are incorporated herein by
reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 

ARTICLE II. 
 GRANT OF STOCK APPRECIATION RIGHTS 
 2.1 Grant of SARs. In
consideration of the Participant’s past and/or continued employment with or service to the Company or any Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the
“Grant Date”), the Company irrevocably grants to the Participant the SARs over any part or all of the aggregate number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this
Agreement. 
 2.2 Exercise Price. The exercise price of the Shares covered by the SARs shall be as set forth in the Grant
Notice, without commission or other charge; provided, however, that the exercise price per share of the Shares covered by the SARs shall not be less than 100% of the Fair Market Value of a Share on the Grant Date. 

2.3 Consideration to the Company. In consideration of the grant of the SARs by the Company, the Participant agrees to render
faithful and efficient services to the Company or any Affiliate. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or
restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the
extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Participant. 

  
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 ARTICLE III. 
 PERIOD OF EXERCISABILITY 
 3.1 Commencement of Exercisability.

 (a) Subject to Sections 3.1(b), 3.2, 3.3, 5.9 and 5.12 hereof, the SARs shall become vested and exercisable in such amounts
and at such times as are set forth in the Grant Notice. 
 (b) No portion of the SARs which has not become vested and
exercisable as of the date of the Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the
Participant. 
 3.2 Duration of Exercisability. Any installments provided for in the vesting schedule set forth in the
Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

 3.3 Expiration of SARs. The SARs may not be exercised to any extent by anyone after the first to occur of the
following events: 
 (a) The Expiration Date set forth in the Grant Notice; 

(b) The date that is three (3) months from the date of the Participant’s Termination of Service by the Company without Cause or
by the Participant for any reason (other than due to death or disability); 
 (c) The expiration of one (1) year from the
date of the Participant’s Termination of Service by reason of the Participant’s death or disability; or 
 (d) The
start of business on the date of the Participant’s Termination of Service by the Company for Cause. 
 ARTICLE IV.

 EXERCISE OF STOCK APPRECIATION RIGHTS 
 4.1 Person Eligible to Exercise. Except as provided in Section 5.2 hereof, during the lifetime of the Participant, only the Participant may exercise the SARs or any portion thereof. After the
death of the Participant, any exercisable portion of the SARs may, prior to the time when the SARs become unexercisable under Section 3.3 hereof, be exercised by the deceased Participant’s beneficiary or by any person empowered to do so
under the deceased Participant’s will or under the then-applicable laws of descent and distribution, subject to Section 11.3(c) of the Plan. 
 4.2 Partial Exercise. Any exercisable portion of the SARs or all of the SARs, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the SARs or portion
thereof becomes unexercisable under Section 3.3 hereof. However, the SARs shall not be exercisable with respect to fractional shares. 

  
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 4.3 Manner of Exercise. The SARs, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the SARs or such portion thereof becomes unexercisable
under Section 3.3 hereof: 
 (a) A written or electronic notice complying with the applicable rules established by the
Administrator stating that the SARs, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the SARs or such portion of the SARs; 

(b) Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares with
respect to which the SARs, or portion thereof, are exercised, in a manner permitted by Section 4.4 hereof; 
 (c) Any other
representations or documents as may be required in the Administrator’s sole discretion to effect compliance with all applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or
regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law; and 
 (d) In the event the SARs or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Participant, appropriate proof of the right of such person or
persons to exercise the SARs (as determined by the Administrator in its sole discretion). 
 Notwithstanding any of the foregoing, the Company
shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time. 
 4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant: 

(a) Cash; 
 (b)
Check; 
 (c) Delivery of a written or electronic notice that the Participant has placed a market sell order with a broker with
respect to Shares then issuable upon exercise of the SARs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate withholding taxes; provided, that
payment of such proceeds is then made to the Company upon settlement of such sale; 
 (d) With the consent of the Administrator,
surrender of other Shares which have been held by the Participant for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares with respect to which the SARs or portion thereof is being exercised; or 
 (e) With the
consent of the Administrator, such other form of legal consideration as may be acceptable to the Administrator. 
 4.5
Conditions to Issuance of Stock Certificates. The Shares deliverable upon the exercise of the SARs, or any portion thereof, may be either previously authorized but unissued Shares, treasury


  
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Shares or issued Shares which have been purchased on the open market. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificates or
make any book entries evidencing Shares purchased upon the exercise of the SARs or portion thereof prior to fulfillment of the conditions set forth in Section 11.4 of the Plan. 

4.6 Rights as Stockholder. The holder of the SARs shall not be, nor have any of the rights or privileges of, a stockholder of the
Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the SARs unless and until such Shares shall have been issued by the Company to such holder (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued,
except as provided in Section 14.2 of the Plan. 
 ARTICLE V. 

OTHER PROVISIONS 
 5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement as provided in the Plan. All interpretations and determinations made by the Administrator in good
faith shall be final and binding upon the Participant, the Company and all other interested persons. 
 5.2 Transferability
of SARs. Without limiting the generality of any other provision hereof, the SARs shall be subject to the restrictions on transferability set forth in Section 11.3 of the Plan. 

5.3 Adjustments. The Participant acknowledges that the SARs are subject to modification and termination in certain events as
provided in this Agreement and Article 14 of the Plan. 
 5.4 Tax Consultation. The Participant understands that the
Participant may suffer adverse tax consequences as a result of the grant, vesting and/or exercise of the SARs, and/or with the purchase or disposition of the Shares subject to the SARs. The Participant represents that the Participant has consulted
with any tax consultants the Participant deems advisable in connection with the purchase or disposition of such shares and that the Participant is not relying on the Company for any tax advice. 

5.5 Participant’s Representations. The Participant shall, if required by the Company, concurrently with the exercise of all
or any portion of the SARs, make such written representations as are deemed necessary or appropriate by the Company and/or the Company’s counsel. 
 5.6 Section 409A. This Agreement and the Grant Notice shall be interpreted in accordance with the requirements of Section 409A of the Code. The Administrator may, in its discretion, adopt
such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary
or appropriate to comply with the requirements of Section 409A of the Code or an available exemption thereof; provided, however, that the Administrator shall have no obligation to take any such action(s) or to indemnify any person
from failing to do so. 
 5.7 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement
may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment,
modification, suspension or termination of this Agreement shall adversely affect the SARs in any material way without the prior written consent of the Participant. 

  
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 5.8 Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue to serve as an Employee, Director, Consultant or other service provider of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its
Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement
between the Company or an Affiliate and the Participant. 
 5.9 Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the SARs and this Agreement shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this
Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 
 5.10 Conformity to
Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by
the Securities and Exchange Commission thereunder, as well as all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the SARs are granted and may be exercised, only
in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

5.11 Limitation on the Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. The Participant shall have only the rights of
a general unsecured creditor of the Company and its Affiliates with respect to amounts credited and benefits payable, if any, with respect to the SARs, and rights no greater than the right to receive Shares as a general unsecured creditor with
respect to the SARs, as and when payable hereunder. 
 5.12 Successors and Assigns. The Company or any Affiliate may
assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company and its Affiliates. Subject to the restrictions on transfer set forth in this
Article 5, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns. 
 5.13 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all
prior undertakings and agreements of the Company and its Affiliates and the Participant with respect to the subject matter hereof. 
 5.14 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal
office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. Any notice shall be deemed duly given when sent via email or when sent by
reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service. 

  
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 5.15 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 

5.16 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of
this Agreement. 

  
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 EXHIBIT B 
 TO STOCK APPRECIATION RIGHT GRANT NOTICE 
 CONSENT OF SPOUSE

 I,
                        , spouse of
                        , have read and approve the Stock Appreciation Right Grant Notice (the “Grant
Notice”) to which this Consent of Spouse is attached and the Stock Appreciation Right Agreement (the “Agreement”) attached to the Grant Notice. In consideration of issuing to my spouse the shares of the common
stock of Blackhawk Network Holdings, Inc. set forth in the Grant Notice, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar
as I may have any rights in said Agreement or any shares of the common stock of Blackhawk Network Holdings, Inc. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our
residence as of the date of the signing of the foregoing Agreement. 
  

			
	Dated:
                                	 	  

		 	 Signature of Spouse



  
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