POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jim McGinty, Jonathan Block and George Wehlitz, signing
individually, the undersigned's true and lawful attorneys-in fact and agents to:

                  (1) execute for and on behalf of the undersigned, an officer
         or director of Hot Topic, Inc. (the "Company"), Forms 3, 4 and 5 in
         accordance with Section 16(a) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act") and the rules thereunder,

                  (2) do and perform any and all acts for and on behalf of the
         undersigned that may be necessary or desirable to complete and execute
         such Form 3, 4 or 5, complete and execute any amendment or amendments
         thereto, and timely file such forms or amendments with the United
         States Securities and Exchange Commission and any stock exchange or
         similar authority; and

                  (3) take any other action of any nature whatsoever in
         connection with the foregoing which, in the opinion of such
         attorney-in-facts, may be of benefit, in the best interest of, or
         legally required by, the undersigned, it being understood that the
         documents executed by such attorney-in-facts on behalf of the
         undersigned pursuant to this Power of Attorney shall be in such form
         and shall contain such .terms and conditions as such attorney-in-facts
         may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-facts full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-facts, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

         This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-facts individually, until such attorney-in-facts shall no longer be
employed by the Company.

         IN WITNESS WHEREOF, the undersigned has executed this document as of
December 17, 2012.


                                                  /s/ Gerald Cook
                                                  -----------------------------
                                                  Gerald Cook