8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 26, 2011

Hot Topic, Inc.(Exact name of registrant as specified in charter)

California	0-28784	77-0198182
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
18305 E. San Jose Avenue,
City of Industry, California		91748
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:(626) 839-4681

Not Applicable.
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       On January 26, 2011, Christopher Daniel tendered his resignation as our President, Torrid, effective as of April 29, 2011, in order to pursue other business opportunities.  Mr. Daniel will continue to serve as our President, Torrid until the end of the first quarter of our fiscal 2011, and will assist in transition matters during such time.  Mr. Daniel’s departure was announced in the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference.

(e)       On January 26, 2011, in connection with his resignation, we entered into a mutual separation agreement with Mr. Daniel, pursuant to which he will be entitled to continuation of his current annual base salary and benefits for a period of 12 months following the effective date of his resignation.  The mutual separation agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.	Description
10.1	Mutual Separation Agreement, dated as of January 26, 2011, by and between Hot Topic, Inc. and Christopher Daniel
99.1	Press Release, dated January 31, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HOT TOPIC, INC.
		By:	/s/ JAMES MCGINTY
			James McGinty
			Chief Financial Officer
Date:	January 31, 2011

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Mutual Separation Agreement, dated as of January 26, 2011, by and between Hot Topic, Inc. and Christopher Daniel
99.1	Press Release, dated January 31, 2011

EX-10.1

Exhibit 10.1




January 26, 2011



Christopher (“Chris”) Daniel
1235 Pleasantridge Drive
Altadena, CA  91001

Dear Chris,

This letter sets forth the terms and conditions of our agreement (the “Agreement”) regarding your separation of employment with Hot Topic, Inc. (the “Company”).  This Agreement will become effective on the date specified in Section 13, below.  Once effective, this Agreement shall supersede the Amended and Restated Employment Letter Agreement dated November 24, 2008 between you and the Company, except as specifically noted herein.  You and the Company hereby agree as follows:

1.  RESIGNATION AND CONTINUED SERVICE.  You have submitted, and the Company has accepted, your resignation effective April 29, 2011 (the “Resignation Date”).  You agree to continue to serve the Company full time in the capacity of President, Torrid and to devote full attention to such duties through the Resignation Date.  During such time you will continue to receive your current base salary and you will remain enrolled in all Company benefit plans in which you are presently enrolled.

2.  BENEFITS.  In exchange for your continued service specified above and your covenants and releases herein, and provided that this Agreement becomes effective as specified in Section 13 below, the Company will: i) continue to pay you your base salary currently in effect, subject to standard payroll deductions, and on the Company’s standard payroll dates, for a period of twelve (12) months following the Resignation date; and ii) assuming you timely and accurately elect to continue your medical, dental and vision group health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), following the Resignation Date the Company shall pay the same percentage of the COBRA premiums for you and your qualified beneficiaries as it paid for you and your qualified beneficiaries at the time of your termination of employment until the earliest of (i) the twelfth month following the Resignation Date, (ii) the date upon which you obtain coverage under another employer plan, or (iii) the expiration of your continuation coverage under COBRA and any applicable state COBRA-like statute that provides mandated continuation coverage.  For purposes of this provision, references to COBRA premiums shall not include any amounts payable under a Code Section 125 health care reimbursement plan.  You agree to immediately notify the Company if you acquire coverage under another employer plan.  If your employment is terminated due to your death or Disability (as defined in the Amended and Restated Letter Agreement dated November 24, 2008 between you and the Company), you shall receive only your salary and benefits through the effective date of such termination.

The Company will pay your individual monthly Exec-U-Care fee and reimburse eligible expenses covered by the Exec-U-Care policy from May 1, 2011 through April 30, 2012, subject to earlier termination if your COBRA participation ends prior to April 30, 2012.  At the end of this, as long as you are participating in COBRA through the Company’s plan your Exec-U-Care participation can continue at your own expense until the end of your COBRA participation.

In order to qualify for the benefits specified in this section, you must satisfactorily comply with the following standards:

        Refrain from any conversation with Company employees regarding the terms of this Agreement.

        Refrain from any conversation, suggestion, or action that could disparage the Company, or its officers, directors, employees, shareholders and agents, in any manner.  

Any breach of this Agreement by you will result in the immediate forfeiture of the rights provided for herein including the benefits described above.

3.  EXPENSE REIMBURSEMENT.  You agree that you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred prior to and including the Resignation Date, if any, for which you seek reimbursement no later than May 15, 2011.  The Company shall reimburse your expenses pursuant to Company policy and regular business practice.

4.  STOCK OPTIONS.  Your stock options will continue to vest on the normal vesting schedule in accordance with the terms of the Company’s stock option plan through the Resignation Date.  As of the Resignation Date, all unvested stock options will be forfeited.  You may exercise your vested stock options following such time permitted in the applicable option agreement(s), after which time all vested and unexercised stock options will be forfeited.

5.  OTHER COMPENSATION AND BENEFITS.  Except as expressly provided herein, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, severance, stock options, stock or benefits from the Company.

6.  NON-SOLICITATION.  You agree that for two (2) years following the Resignation Date, you, your agents, or others acting on your behalf will not, either directly or through others, hire, solicit, suggest, encourage, or persuade (or attempt to do so) any employee, consultant, independent contractor or vendor of the Company to withdraw, curtail, cancel or terminate any relationship with the Company.

7.  TERMINATION OF COMPANY’S OBLIGATIONS.  Notwithstanding any provisions in this Agreement to the contrary and except as consented to above, the Company’s obligations hereunder shall cease and be rendered a nullity immediately should you fail to comply with any of the provisions of this Agreement.

8.  COMPANY PROPERTY.  Upon the Resignation Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property in your possession or your control, including, but not limited to, computer security access, Company files, business plans, notes, samples, sales notebooks, drawings, specifications, calculations, sequences, data, computer-recorded information, tangible property, including, but not limited to, cellular phones, blackberries, computers, credit cards, entry cards, keys and any other materials of any nature pertaining to your work with the Company, and any documents or data of any description (or any reproduction of any documents or data) containing or pertaining to any proprietary or confidential material of the Company.

9.  PROPRIETARY INFORMATION OBLIGATIONS.  At all times you shall comply with your Proprietary Information and Inventions Agreement dated October 4, 2004, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other things.

10.  CONFIDENTIALITY AND PUBLICITY.  The provisions of this Agreement shall be held in strictest confidence by you and the Company and shall not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement, in confidence, to your immediate family; (b) the parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (c) the Company may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law.

11.  NON-DISPARAGEMENT.  You and the Company agree that neither party will at any time disparage the other party, and the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their future employment opportunities, business, business reputation or personal reputation; provided that each party shall respond accurately and fully to any questions, inquiry or request for information when required by legal process.  The party that is harmed by breach of this Agreement will be entitled to appropriate damages resulting from the breach.

12.  RELEASE OF CLAIMS.  Except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification you may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date you execute this Agreement, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the federal Worker Adjustment and Retraining Notification Act of 1988; the California Fair Employment and Housing Act, as amended; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify you pursuant to the Company’s indemnification obligation pursuant to agreement or applicable law.

13.  ADEA WAIVER.  You further acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”).  You also acknowledge that the consideration given for the waiver and release in the preceding paragraphs hereof is in addition to anything of value to which you were already entitled.  If you are forty (40) years of age or older when this release is signed, you hereby provide the further acknowledgment that you are advised by this writing, as required by the Older Workers Benefit Protection Act, that: (a) your waiver and release do not apply to any rights or claims that may arise after the Effective Date of this release; (b) you are advised to consult with an attorney prior to executing this release; (c) you may have twenty-one (21) days to consider this Agreement (although you may by your own choice execute this release earlier); (d) you have seven (7) days following the execution of this release to revoke this release; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired provided that you have not earlier revoked (the “Effective Date”).  

14.  SECTION 1542 WAIVER.  In giving this release, which includes claims which may be unknown to you at present, you hereby acknowledge that you have read and understand Section 1542 of the Civil Code of the State of California which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

You hereby expressly waive and relinquish all rights and benefits under this section and any law or legal principle of similar effect in any jurisdiction with respect to claims released hereby.

15.  ENTIRE AGREEMENT.  This Agreement constitutes the complete, final and exclusive embodiment of the entire Agreement between you and the Company with regard to the subject matter hereof.  It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein.  It may not be modified except in writing signed by you and the Chief Executive Officer of the Company.  Each party has carefully read this Agreement, has been afforded the opportunity to be advised of its meaning and consequences by his or its respective attorneys, and signed the same of his or its free will.

16.  SUCCESSORS AND ASSIGNS.  This Agreement shall bind the heirs, personal representatives, successors, assigns, executors, and administrators of each party, and inure to the benefit of each party, its agents, directors, officers, employees, servants, heirs, successors and assigns.

17.  APPLICABLE LAW.  This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with and governed by the laws of the State of California as applied to contracts made and to be performed entirely within the State of California.

18.  ATTORNEYS’ FEES.  In the event of any litigation arising out of or relating to this Agreement, its breach or enforcement, including an action for declaratory relief, the prevailing party in such action or proceeding shall be entitled to receive his or its damages, court costs, and all out-of-pocket expenses, including attorneys fees.  Such recovery shall include court costs, out-of-pocket expenses, and attorneys’ fees on appeal, if any.

19.  SEVERABILITY.  If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable, in whole or in part, then the remaining terms and provisions hereof shall be unimpaired.  Such court will have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision that most accurately represents the parties’ intention with respect to the invalid or unenforceable term or provision.

20.  AUTHORIZATION.  You warrant and represent that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein and, further, that you are fully entitled and duly authorized to give your complete and final general release and discharge.

21.  SECTION HEADINGS.  The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Please confirm your assent to the foregoing terms and conditions of our Agreement by signing and returning a copy of this letter to me.

Sincerely,
HOT TOPIC, INC.

/S/ ELIZABETH MCLAUGHLIN	JANUARY 26, 2011
ELIZABETH MCLAUGHLIN	DATED
CHIEF EXECUTIVE OFFICER
HOT TOPIC, INC.

Having read and reviewed the foregoing, I hereby agree to and accept the terms and conditions of this Agreement as stated above.

/S/ CHRIS DANIEL	JANUARY 26, 2011
CHRIS DANIEL	DATED

EX-99.1

Exhibit 99.1

Chris Daniel Leaves Hot Topic, Inc.

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)--January 31, 2011--Hot Topic, Inc. today announced Chris Daniel, the President of the company’s Torrid division, has resigned effective April 29, 2011. Following the departure of Mr. Daniel, Betsy McLaughlin will assume direct oversight for Torrid. The company will conduct an outside search for a replacement.

Hot Topic, Inc. is a mall and web based specialty retailer operating the Hot Topic and Torrid concepts, as well as the e-space music concept, ShockHound. Hot Topic offers music/pop culture-licensed and music/pop culture-influenced apparel, accessories, music and gift items for young men and women principally between the ages of 12 and 22. Torrid offers apparel, lingerie, shoes and accessories designed for various lifestyles for plus-size females principally between the ages of 15 and 29. ShockHound (www.shockhound.com) is a genre-spanning music website where people of all ages can purchase MP3s and music merchandise, share their music interests, read the latest music news and view exclusive editorial content. As of January 29, 2011, the company operated 657 Hot Topic stores in all 50 states, Puerto Rico and Canada, 153 Torrid stores, and Internet stores www.hottopic.com, www.torrid.com and www.shockhound.com.

This news release contains forward-looking statements. These statements involve risks and uncertainties, including risks and uncertainties associated with meeting expected financial results, fluctuations in sales and comparable store sales results, our online music site, music, license and fashion trends, competition from other retailers, uncertainties generally associated with specialty retailing, technology and other risks associated with Internet sales, the effect of negative conditions in the economic environment (including global capital and credit markets), the effect of severe weather or natural disasters, political and/or social changes or events that could negatively impact shopping patterns and/or mall traffic, relationships with mall developers and operators, relationships with our vendors, litigation proceedings and contingent liabilities, as well as other risks detailed in the company’s SEC reports including its Annual Report on Form 10-K for the year ended January 30, 2010 and its Quarterly Reports on Form 10-Q. Historical results achieved are not necessarily indicative of the future prospects of the company, and actual results or circumstances could differ materially from the forward-looking statements.

CONTACT:
Hot Topic, Inc., City of Industry, CA
Jim McGinty, CFO, 626-839-4681 x2675