Exhibit 10.11a

Hot Topic Inc., Director Compensation

(As revised March 17, 2010)

Cash Compensation:

MEETINGS	PER MEETING FEE
Board
Chair (In-person meeting)	$	13,000
Member (in-person meeting)	$	10,000
Telephonic meetings (all directors)	$	2,000
Audit Committee
Chair	$	2,500	(+$	10,000/Qtr.	)
Member	$	1,500
Governance & Nominating Committee
Chair	$	2,500	(+$	2,500/year	)
Member	$	1,000
Compensation Committee
Chair	$	2,500	(+$	16,000/year	)
Member	$	1,000

Other Compensation:

Automatic Options:

New Director Grant:	10,000 options
Continuing Director Grant:	2,500 options
Continuing Chair Grant:	3,750 options

Discretionary Options:

Continuing Director Grant: The number of shares which will, including the automatic grant, provide a $60,000 aggregate grant, using the Black Scholes model.

Continuing Chair Grant: The number of shares which will, including the automatic grant, provide an $80,000 aggregate grant, using the Black Scholes model.

Stock Bonus Award:

Director Award: The number of shares equal to $25,000 divided by the share price determined as of the date of grant.

Chair Award: The number of shares equal to $30,000 divided by the share price determined as of the date of grant.