SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

HOT TOPIC, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

441339108

(CUSIP Number)

Becker Drapkin Management, L.P.

Attn:  Steven R. Becker

Attn:  Matthew A. Drapkin

300 Crescent Court

Suite 1111

Dallas, Texas 75201

(214) 756-6016

With a copy to:

Richard J. Birns, Esq.

Boies, Schiller & Flexner LLP

575 Lexington Avenue, 7th Floor

New York, NY 10022

(212) 446-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 8, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 769,400
		8	SHARED VOTING POWER 1,616,549
		9	SOLE DISPOSITIVE POWER 769,400
		10	SHARED DISPOSITIVE POWER 1,616,549
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,385,949
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Partners (QP), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 701,852
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 701,852
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,852
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Becker Drapkin Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 86,744
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 86,744
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,744
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. BD Partners I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 827,953
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 827,953
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,953
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BC Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,385,949
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,385,949
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,385,949
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven R. Becker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,819
		8	SHARED VOTING POWER 2,385,949
		9	SOLE DISPOSITIVE POWER 2,819
		10	SHARED DISPOSITIVE POWER 2,385,949
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,388,768
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 441339108
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew A. Drapkin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,819
		8	SHARED VOTING POWER 2,385,949
		9	SOLE DISPOSITIVE POWER 2,819
		10	SHARED DISPOSITIVE POWER 2,385,949
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,388,768
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2010, and Amendment No. 1 thereto, filed with the SEC on September 21, 2010, with respect to the common stock (the “Common Stock”) of Hot Topic, Inc., a California corporation (the “Issuer”).

Item 5.

Interest in Securities of the Issuer

Subparagraphs (a) through (c) of Item 5 are amended and supplemented to add the following information for updating as of the date hereof: The Reporting Persons may be deemed to beneficially own in the aggregate 2,391,587 shares of Common Stock.  Based upon a total of 44,579,427 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending July 31, 2010, the Reporting Persons’ shares represent approximately 5.365% of the outstanding shares of Common Stock. BD Partners I owns 827,953 shares of Common Stock (the “BD Partners I Shares”), which represent approximately 1.857% of the outstanding shares of Common Stock. As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares.  BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) 769,400 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 1.726% of the outstanding shares of Common Stock.  BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares. Mr. Becker has the sole power to vote or to direct the vote of, and to dispose or direct the disposition of, (in each case, subject to certain restrictions) 2,819 shares of Common Stock (the “Becker Shares”), which represent 0.006% of the outstanding shares of Common Stock and consist of restricted stock granted by the Issuer to Mr. Becker as a director of the Issuer, pursuant to the Issuer’s 2006 Equity Incentive Plan.  The Becker Shares were granted pursuant to a Restricted Stock Bonus Agreement, which is attached hereto as Exhibit 1 and incorporated by reference herein.  Each Reporting Person, other than Mr. Becker, disclaims beneficial ownership of the Becker Shares. Mr. Drapkin has the sole power to vote or to direct the vote of, and to dispose or direct the disposition of, (in each case, subject to certain restrictions) 2,819 shares of Common Stock (the “Drapkin Shares”), which represent 0.006% of the outstanding shares of Common Stock and consist of restricted stock granted by the Issuer to Mr. Drapkin as a director of the Issuer, pursuant to the Issuer’s 2006 Equity Incentive Plan.  The Drapkin Shares were granted pursuant to a Restricted Stock Bonus Agreement, which is attached hereto as Exhibit 2 and incorporated by reference herein.  Each Reporting Person, other than Mr. Drapkin, disclaims beneficial ownership of the Drapkin Shares. (c) The Becker Shares and the Drapkin Shares were granted by the Issuer pursuant to restricted stock agreements as described above.  The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all other transactions by the Reporting Persons in shares of Common Stock since the last amendment of this Schedule 13D, all of which were brokered transactions, are set forth below.

Name of Reporting Person	Date	Number of Shares Purchased (Sold)	Average Price per Share
BD Management	9/23/2010	10,000	$5.4700
BD Partners I	9/22/2010	20,000	$5.3702
BD Partners I	9/23/2010	600	$5.4500
BD Partners I	9/24/2010	10,000	$5.5761

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 is amended and supplemented to add the following information for updating as of the date hereof: On October 8, 2010, the Issuer and Mr. Becker entered into a Restricted Stock Bonus Agreement, a copy of which is attached hereto as Exhibit 1 and incorporated by reference herein. On October 8, 2010, the Issuer and Mr. Drapkin entered into a Restricted Stock Bonus Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated by reference herein. On October 1, 2010, the Issuer and Mr. Becker entered into a Non-Statutory Stock Option Agreement.  None of the options Mr. Becker acquired thereunder will be exercisable until October 1, 2011.  A copy of the Non-Statutory Stock Option Agreement is attached hereto as Exhibit 3 and incorporated herein by reference. On October 1, 2010, the Issuer and Mr. Drapkin entered into a Non-Statutory Stock Option Agreement.  None of the options Mr. Drapkin acquired thereunder will be exercisable until October 1, 2011.  A copy of the Non-Statutory Stock Option Agreement is attached hereto as Exhibit 4 and incorporated herein by reference. On October 12, 2010, the Issuer and Mr. Becker entered into a Non-Statutory Stock Option Agreement.  None of the options Mr. Becker acquired thereunder will be exercisable until October 1, 2011.  A copy of the Non-Statutory Stock Option Agreement is attached hereto as Exhibit 5 and incorporated herein by reference. On October 12, 2010, the Issuer and Mr. Drapkin entered into a Non-Statutory Stock Option Agreement.  None of the options Mr. Drapkin acquired thereunder will be exercisable until October 1, 2011.  A copy of the Non-Statutory Stock Option Agreement is attached hereto as Exhibit 7 and incorporated herein by reference. On October 15, 2010, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements (including any amendments) on Schedule 13D with respect to the securities of the Issuer.  A copy of this agreement is attached as Exhibit 8 hereto and is incorporated by reference herein.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1	Restricted Stock Bonus Agreement, dated October 8, 2010, by and between Hot Topic, Inc. and Steven R. Becker.
Exhibit 2	Restricted Stock Bonus Agreement, dated October 8, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin.
Exhibit 3	Non-Statutory Stock Option Agreement, dated October 1, 2010, by and between Hot Topic, Inc. and Steven R. Becker.
Exhibit 4	Non-Statutory Stock Option Agreement, dated October 1, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin.
Exhibit 5	Non-Statutory Stock Option Agreement, dated October 12, 2010, by and between Hot Topic, Inc. and Steven R. Becker.
Exhibit 7	Non-Statutory Stock Option Agreement, dated October 12, 2010, by and between Hot Topic, Inc. and Matthew A. Drapkin.
Exhibit 8	Joint Filing Agreement, dated October 15, 2010, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners I, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           October 15, 2010

BECKER DRAPKIN MANAGEMENT, L.P.
By:		BC Advisors, LLC, its general partner
		By:	/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, (QP), L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
BD PARTNERS I, L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
BC ADVISORS, LLC
By:		/s/ Andrew S. McLelland
		Name: Andrew S. McLelland
		Title: Attorney-in-Fact
STEVEN R. BECKER
	By:	/s/ Andrew S. McLelland
		Name: Andrew S. McLelland
		Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
	By:	/s/ Andrew S. McLelland
		Name: Andrew S. McLelland
		Title: Attorney-in-Fact

EX-1.HTM

Exhibit 1

HOT TOPIC, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK BONUS AGREEMENT

This Restricted Stock Bonus Agreement (the “Agreement”) is made as of October 8, 2010 by and between Hot Topic, Inc., a California corporation (the “Company”), and Steven R. Becker (“Director”).

Whereas, Director is a member of the Board;

Whereas, in consideration for Director services, Director has been granted a stock bonus under the Company’s 2006 Equity Incentive Plan (the “Plan”) for the number of shares of Common Stock set forth below and subject to vesting and other terms and conditions as provided herein; and

Whereas, the issuance of Common Stock pursuant to the stock bonus described herein is further subject to all the terms and conditions of the Plan and capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

Now, Therefore, It Is Agreed between the parties as follows:

1.Award of Stock.  The Company hereby awards to Director a stock bonus covering an aggregate of 2,819 shares of Common Stock (the “Shares”), with a Fair Market Value of $6.05 per share, for an aggregate award value of approximately $17,055, in consideration of services as a member of the Board.

2.Vesting.  Provided that Director has not ceased to provide Continuous Service to the Company, at any time during the period beginning on the date hereof and ending June 8, 2011 or as of the next annual shareholders meeting of the Company, whichever comes first (the “Vesting Period”), the Shares shall vest on the earlier of such times.  Notwithstanding the foregoing, in the event that the Company determines that Director’s sale of shares of the Company’s stock on the date the Shares are scheduled to vest (the “Original Vest Date”) would violate its policy regarding insider trading of Common Stock, as determined by the Company in accordance with such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the first to occur of the following: (a) the first day that Director could sell such shares pursuant to such policy, (b) Director’s termination of Continuous Service to the Company for any reason, provided such termination is after the Original Vest Date, or (c) the day that is sixty (60) days after the Original Vest Date.

3.Securities Law Compliance.  Notwithstanding anything to the contrary contained herein, Director may not be issued any Shares unless the shares of Common Stock issuable are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act.  The

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issuance of Shares also must comply with other applicable laws and regulations governing the issuance of Shares, and Director will not receive the Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

4.Right of Reacquisition.  The Company shall reacquire the Shares that have not yet vested in accordance with Section 2 herein (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):

(a)In the event of a termination of Director’s Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless theCompany agrees to waive its Reacquisition Right as to some or all of the Unvested Shares.  Any such waiver shall be exercised by the Company by written notice to Director or his representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after termination of Director’s Continuous Service to the Company, and the Escrow Holder may then release to Director the number of Unvested Shares not being reacquired by the Company.  If the Company does not waive its reacquisition right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after termination of Director’s Continuous Service to the Company, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring.

(b)To facilitate operation of the Company’s Reacquisition Right, the Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference.  Director agrees to execute three (3) Assignment Separate From Certificate forms (with date and number of shares blank) attached hereto as Exhibit B and incorporated herein by this reference and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such Joint Escrow Instructions (the “Escrow Agent”) (provided, however, the p arties agree that the Shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with the Company’s transfer agent pursuant to the terms hereof).  Director hereby authorizes Escrow Agent to implement in its discretion the services of the Company’s transfer agent for any of the foregoing.

5.Rights of Director.  Except as otherwise provided in Section 8 herein, Director shall exercise all rights and privileges of a shareholder of the Company with respect to the Shares deposited in escrow.  Director shall be deemed to be the holder of the Shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such Shares have not yet vested and been released from the Company’s Reacquisition Right.

6.Capitalization Adjustments to Common Stock.  In the event of a capitalization adjustment affecting the Common Stock as a class as described in

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subsection 9(a) of the Plan, then any and all new, substituted or additional securities or other property to which Director is entitled by reason of Director’s ownership of the Shares shall be immediately subject to the Reacquisition Right and any other applicable restrictions as described in Section 8 herein and shall and be included in the word “Shares” for all purposes of the Reacquisition Right and Section 8 restrictions with the same force and effect as the Shares presently subject to the Reacquisition Right and Section 8 restrictions, but only to the extent the Shares are, at the time, covered by such Reacquisition Right and Section 8 restrictions.

7.Corporate Transactions.  In the event of a dissolution, liquidation, merger or other Corporate Transaction as described in subsection 9(c) of the Plan, then the Reacquisition Right may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such transaction.  To the extent the Reacquisition Right and/or Section 8 restrictions remain in effect following such transaction, it or each, as applicable, shall apply to the new capital stock or other property received in exch ange for the Shares in consummation of such transaction, but only to the extent the Shares were at the time covered by such right or restriction.  The Reacquisition Right shall apply if Director does not continue service on the Board of Directors of such successor (or its parent or subsidiaries).  In such case, the references herein to the “Company” shall be deemed to refer to such successor.

8.Limitations on Transfer.  Director shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Shares except in compliance with the provisions herein and applicable securities laws.  Until such time as Director ceases to serve as a member of the Board, the Shares may not be sold, assigned, hypothecated, encumbered or otherwise disposed of in any manner without the written consent of the Company and any attempt to do so shall be void.  The Company shall not be required (a) to transfer on its books any of the Shares which shall have been transferred in violation of any of th e provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

9.Restrictive Legends.  Until (i) the end of the Vesting Period, in the case of the first legend below, (ii) such time as Director ceases to serve as a member of the Board, in the case of the second legend below, and (iii) such time as the Company shall determine in its discretion, in the case of the third legend below and any other legend(s), all certificates representing the Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto or be advisable in the discretion of the Company):

(a)“Some or all of the shares represented by this certificate are subject to a reacquisition right in favor of Hot Topic, Inc., and any successor entity until the end of the Vesting Period, as set forth in a Restricted Stock Bonus Agreement between the Company and the Holder, a copy of which is on file at the Principal Office of the Company.  Any transfer or attempted transfer of

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any shares subject to such Repurchase Option is void without the prior express written consent of the issuer of these shares.”

(b)“The shares represented by this certificate may not be sold, offered for sale, pledged, hypothecated or otherwise subject to disposition except as provided for in a Restricted Stock Bonus Agreement between the Company and the Holder, a copy of which is on file at the Principal Office of the Company.  Any transfer or attempted transfer or other disposition of any shares subject to the Stock Agreement is void without the prior express written consent of the issuer of these shares.”

(c)The Affiliate legend.

10.Award not a Service Contract.  Director acknowledges that neither this Agreement nor the stock bonus granted to Director constitutes an employment or service contract with the Company or an Affiliate, and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on Director to continue any relationship he may have as a Director for the Company.

11.Tax Consequences.   The acquisition and vesting of the Shares may have adverse tax consequences to Director that may avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended (the “Code”).  Such election must be filed within thirty (30) days after the date of grant of the stock bonus described herein. DIRECTOR ACKNOWLEDGES THAT IT IS HIS RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF HE REQUESTS THE COMPANY TO MAKE THE FILING ON HIS BEHALF.

12.Governing Plan Document.  This Agreement is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

13.Miscellaneous.

(a)           Notices.  Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or sent by telegram or fax or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at his address hereinafter shown below its signature or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

(b)             Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Director, Director’s successors, and assigns.

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(c)             Attorneys’ Fees; Specific Performance.  Director shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

(a)Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.  The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

(b)Further Execution.  The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

(c)Independent Counsel.  Director has been provided with an opportunity to consult with Director’s own counsel with respect to this Agreement.

(d)Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral.  This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(e)Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(f)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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In Witness Whereof, the parties hereto have executed this Agreement as of the day and year first above written.

Hot Topic, Inc.

By: /s/ Elizabeth McLaughlin                                                                           

Elizabeth McLaughlin

Chief Executive Officer

Address: 18305 E. San Jose Avenue

City of Industry, CA 91748

Director:

/s/ Steven R. Becker                                                                           

Steven R. Becker

Address: 300 Crescent Ct, Suite 1111 Dallas TX 75201652

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Exhibit A

Stock Assignment Separate From Certificate

[Each Director to sign three (3)]

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, the undersigned hereby sells, assigns and transfers unto Hot Topic, Inc., a California corporation (the “Company”), pursuant to the Reacquisition Right under that certain Restricted Stock Bonus Agreement, dated as of October 8, 2010 by and between the undersigned and the Company (the “Agreement”), _____________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ (or uncertificated and recorded at the office of the Company’s transfer agent, if applicable) and does hereby irrevocably constitute and appoint the Company’s Secretary as attorney t o transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the reacquisition of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Reacquisition Right under the Agreement.

Dated: _______________

/s/ Steven R. Becker                                                                           

(Signature)

Steven R. Becker                                                                           

(Print Name)

(Instruction:  Please do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

[Note:  Director agrees to re-execute documentation as necessary

in the event of required notarization or medallion guarantee]

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, the undersigned hereby sells, assigns and transfers unto Hot Topic, Inc., a California corporation (the “Company”), pursuant to the Reacquisition Right under that certain Restricted Stock Bonus Agreement, dated as of October 8, 2010 by and between the undersigned and the Company (the “Agreement”), _____________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ (or uncertificated and recorded at the office of the Company’s transfer agent, if applicable) and does hereby irrevocably constitute and appoint the Company’s Secretary as attorney t o transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the reacquisition of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Reacquisition Right under the Agreement.

Dated: _______________

/s/ Steven R. Becker                                                                           

(Signature)

Steven R. Becker                                                                           

(Print Name)

(Instruction:  Please do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

[Note:  Director agrees to re-execute documentation as necessary

in the event of required notarization or medallion guarantee]

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, the undersigned hereby sells, assigns and transfers unto Hot Topic, Inc., a California corporation (the “Company”), pursuant to the Reacquisition Right under that certain Restricted Stock Bonus Agreement, dated as of October 8, 2010 by and between the undersigned and the Company (the “Agreement”), _____________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ (or uncertificated and recorded at the office of the Company’s transfer agent, if applicable) and does hereby irrevocably constitute and appoint the Company’s Secretary as attorney t o transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the reacquisition of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Reacquisition Right under the Agreement.

Dated: _______________

/s/ Steven R. Becker                                                                           

(Signature)

Steven R. Becker                                                                           

(Print Name)

(Instruction:  Please do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

[Note:  Director agrees to re-execute documentation as necessary

in the event of required notarization or medallion guarantee]

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Exhibit B

Joint Escrow Instructions

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JOINT ESCROW INSTRUCTIONS

Secretary

Hot Topic, Inc.

18305 E. San Jose Avenue

City of Industry, CA 91748

Ladies and Gentlemen:

As Escrow Agent for both Hot Topic, Inc., a California corporation (“Company”) and the undersigned Director (“Director”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Bonus Agreement dated as of October 8, 2010 (“Agreement”), to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following instructions:

1.In the event of a termination of Director’s Continuous Service to the Company occurring before the end of the Vesting Period (as defined in the Agreement), the Company will provide you with notice of such termination of Director’s service.  Unless you receive a written notice from the Company stating that the Company intends to waive all or any part of its Reacquisition Right as described in the Agreement (in which case the number of shares transferred shall be as indicated in such notice), on the ninety-first day following such termination of Director’s service (unless the Company requests in writing that the actions contemplated herein occur within a shorter period following such termination of Director’s service), you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred (which shall be all of the Shares as defined in the Agreement unless the Company has elected to waive its Reacquisition Right with respect to any portion of the Shares), and (c) to deliver the same, together with the certificate evidencing the shares of stock to be transferred, to the Company for the number of shares of stock being reacquired pursuant to operation of the Reacquisition Right.

2.Director and the Company hereby irrevocably authorize and direct you to effectuate the transfer described above in accordance with the terms set forth herein and in the Agreement without further action by either Director or the Company (other than the written notice of termination as described above).

3.As of the date of the Agreement, Director irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Agreement.  Director does hereby irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials.  Subject to the provisions of this p aragraph 3 and as otherwise provided in the Agreement, Director

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shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you.

4.This escrow shall terminate upon the expiration, execution or waiver in full of the Company’s Reacquisition Right in full.

5.If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Director, you shall deliver all of the same to Director and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that any property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company.

6.Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

7.You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties.  You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Director while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

8.You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.  In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9.You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

10.You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

11.Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign by written notice to each party.  In the event of any such termination, the Company shall appoint any officer

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or assistant officer of the Company as successor Escrow Agent, and Director hereby confirms the appointment of such successor as his attorney-in-fact and agent to the full extent of your appointment.

12.If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

13.It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

14.Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, including delivery by express courier, or five (5) days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties entitled to such notice at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto.

Company:	Hot Topic, Inc.
	18305 E. San Jose Avenue
	City of Industry, CA  91748
Director:	Steven R. Becker
	300 Crescent Ct, Suite 1111 Dallas, TX  75201652
Escrow Agent:	Hot Topic, Inc.
	Attention: Secretary
	18305 E. San Jose Avenue
	City of Industry, CA  91748

15.By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

16.You shall be entitled to employ such legal counsel and other experts (including, without limitation, the firm of Cooley Godward llp) as you may deem necessary properly to advise you in connection with your obligations hereunder.  You may rely upon the advice of such counsel, and you may pay such counsel reasonable

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compensation therefor.  The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

17.You are expressly permitted to use the services of the Company’s transfer agent to hold the shares subject to this escrow (in certificated or uncertificated form), to make transfers permitted hereby, and to otherwise implement this escrow in your discretion.  The parties agree that such transfer agent shall hold such shares for the benefit of the Company as security for those matters described in the Agreement, and shall exercise complete control over such shares pursuant to the terms hereof, and that Director shall have no right to possession or control of such shares except as provided herein.

18.This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  It is understood and agreed that references to “you” and “your” herein refer to the original Escrow Agents.  It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions.

19.This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of California, as such laws are applied by California courts to contracts made and to be performed entirely in California by residents of that state.

Very truly yours,

Hot Topic, Inc.

By /s/ Elizabeth McLaughlin                                                                

Elizabeth McLaughlin

 Chief Executive Officer

Director

/s/ Steven R. Becker                                                                

Steven R. Becker

Escrow Agent:

/s/ James McGinty                                                                

James McGinty

Secretary

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EX-2.HTM

Exhibit 2

HOT TOPIC, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK BONUS AGREEMENT

This Restricted Stock Bonus Agreement (the “Agreement”) is made as of October 8, 2010 by and between Hot Topic, Inc., a California corporation (the “Company”), and Matthew A. Drapkin (“Director”).

Whereas, Director is a member of the Board;

Whereas, in consideration for Director services, Director has been granted a stock bonus under the Company’s 2006 Equity Incentive Plan (the “Plan”) for the number of shares of Common Stock set forth below and subject to vesting and other terms and conditions as provided herein; and

Whereas, the issuance of Common Stock pursuant to the stock bonus described herein is further subject to all the terms and conditions of the Plan and capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

Now, Therefore, It Is Agreed between the parties as follows:

1.Award of Stock.  The Company hereby awards to Director a stock bonus covering an aggregate of 2,819 shares of Common Stock (the “Shares”), with a Fair Market Value of $6.05 per share, for an aggregate award value of approximately $17,055, in consideration of services as a member of the Board.

2.Vesting.  Provided that Director has not ceased to provide Continuous Service to the Company, at any time during the period beginning on the date hereof and ending June 8, 2011 or as of the next annual shareholders meeting of the Company, whichever comes first (the “Vesting Period”), the Shares shall vest on the earlier of such times.  Notwithstanding the foregoing, in the event that the Company determines that Director’s sale of shares of the Company’s stock on the date the Shares are scheduled to vest (the “Original Vest Date”) would violate its policy regarding insider trading of Common St ock, as determined by the Company in accordance with such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the first to occur of the following: (a) the first day that Director could sell such shares pursuant to such policy, (b) Director’s termination of Continuous Service to the Company for any reason, provided such termination is after the Original Vest Date, or (c) the day that is sixty (60) days after the Original Vest Date.

3.Securities Law Compliance.  Notwithstanding anything to the contrary contained herein, Director may not be issued any Shares unless the shares of Common Stock issuable are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act.  The

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issuance of Shares also must comply with other applicable laws and regulations governing the issuance of Shares, and Director will not receive the Shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.

4.Right of Reacquisition.  The Company shall reacquire the Shares that have not yet vested in accordance with Section 2 herein (the “Unvested Shares”) on the following terms and conditions (the “Reacquisition Right”):

(a)In the event of a termination of Director’s Continuous Service to the Company occurring before the end of the Vesting Period, the Company shall automatically reacquire for no consideration (monetary or otherwise) all of the Unvested Shares, unless theCompany agrees to waive its Reacquisition Right as to some or all of the Unvested Shares.  Any such waiver shall be exercised by the Company by written notice to Director or his representative (with a copy to the Escrow Holder as defined below) within ninety (90) days after termination of Director’s Continuous Service to the Company, and the Escrow Holder may then release to Directo r the number of Unvested Shares not being reacquired by the Company.  If the Company does not waive its reacquisition right as to all of the Unvested Shares, then on the date that is ninety-one (91) days after termination of Director’s Continuous Service to the Company, the Escrow Holder shall transfer to the Company the number of shares the Company is reacquiring.

(b)To facilitate operation of the Company’s Reacquisition Right, the Shares shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached hereto as Exhibit A and incorporated herein by this reference.  Director agrees to execute three (3) Assignment Separate From Certificate forms (with date and number of shares blank) attached hereto as Exhibit B and incorporated herein by this reference and deliver the same, along with the Joint Escrow Instructions and certificate or certificates evidencing the shares, for use by the escrow agent designated pursuant to the terms of such Joint Escrow Instructions (the “Escrow Agent”) (provided, however, the parties agree that the Shares may be uncertificated, and Director hereby instructs and authorizes the Company to hold and maintain evidence of ownership in its sole control with the Company’s transfer agent pursuant to the terms hereof).  Director hereby authorizes Escrow Agent to implement in its discretion the services of the Company’s transfer agent for any of the foregoing.

5.Rights of Director.  Except as otherwise provided in Section 8 herein, Director shall exercise all rights and privileges of a shareholder of the Company with respect to the Shares deposited in escrow.  Director shall be deemed to be the holder of the Shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such Shares have not yet vested and been released from the Company’s Reacquisition Right.

6.Capitalization Adjustments to Common Stock.  In the event of a capitalization adjustment affecting the Common Stock as a class as described in

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subsection 9(a) of the Plan, then any and all new, substituted or additional securities or other property to which Director is entitled by reason of Director’s ownership of the Shares shall be immediately subject to the Reacquisition Right and any other applicable restrictions as described in Section 8 herein and shall and be included in the word “Shares” for all purposes of the Reacquisition Right and Section 8 restrictions with the same force and effect as the Shares presently subject to the Reacquisition Right and Section 8 restrictions, but only to the extent the Shares are, at the time, covered by such Reacquisition Right and Section 8 restrictions.

7.Corporate Transactions.  In the event of a dissolution, liquidation, merger or other Corporate Transaction as described in subsection 9(c) of the Plan, then the Reacquisition Right may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such transaction.  To the extent the Reacquisition Right and/or Section 8 restrictions remain in effect following such transaction, it or each, as applicable, shall apply to the new capital stock or other property received in exchange for the Share s in consummation of such transaction, but only to the extent the Shares were at the time covered by such right or restriction.  The Reacquisition Right shall apply if Director does not continue service on the Board of Directors of such successor (or its parent or subsidiaries).  In such case, the references herein to the “Company” shall be deemed to refer to such successor.

8.Limitations on Transfer.  Director shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Shares except in compliance with the provisions herein and applicable securities laws.  Until such time as Director ceases to serve as a member of the Board, the Shares may not be sold, assigned, hypothecated, encumbered or otherwise disposed of in any manner without the written consent of the Company and any attempt to do so shall be void.  The Company shall not be required (a) to transfer on its books any of the Shares which shall have been transferred in violation of any of the provisions set f orth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

9.Restrictive Legends.  Until (i) the end of the Vesting Period, in the case of the first legend below, (ii) such time as Director ceases to serve as a member of the Board, in the case of the second legend below, and (iii) such time as the Company shall determine in its discretion, in the case of the third legend below and any other legend(s), all certificates representing the Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto or be advisable in the discretion of the Company):

(a)“Some or all of the shares represented by this certificate are subject to a reacquisition right in favor of Hot Topic, Inc., and any successor entity until the end of the Vesting Period, as set forth in a Restricted Stock Bonus Agreement between the Company and the Holder, a copy of which is on file at the Principal Office of the Company.  Any transfer or attempted transfer of

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any shares subject to such Repurchase Option is void without the prior express written consent of the issuer of these shares.”

(b)“The shares represented by this certificate may not be sold, offered for sale, pledged, hypothecated or otherwise subject to disposition except as provided for in a Restricted Stock Bonus Agreement between the Company and the Holder, a copy of which is on file at the Principal Office of the Company.  Any transfer or attempted transfer or other disposition of any shares subject to the Stock Agreement is void without the prior express written consent of the issuer of these shares.”

(c)The Affiliate legend.

10.Award not a Service Contract.  Director acknowledges that neither this Agreement nor the stock bonus granted to Director constitutes an employment or service contract with the Company or an Affiliate, and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on Director to continue any relationship he may have as a Director for the Company.

11.Tax Consequences.   The acquisition and vesting of the Shares may have adverse tax consequences to Director that may avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended (the “Code”).  Such election must be filed within thirty (30) days after the date of grant of the stock bonus described herein. DIRECTOR ACKNOWLEDGES THAT IT IS HIS RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF HE REQUESTS THE COMPANY TO MAKE THE FILING ON HIS BEHA LF.

12.Governing Plan Document.  This Agreement is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

13.Miscellaneous.

(a)           Notices.  Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or sent by telegram or fax or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the other party hereto at his address hereinafter shown below its signature or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

(b)             Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Director, Director’s successors, and assigns.

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(c)             Attorneys’ Fees; Specific Performance.  Director shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

(a)Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.  The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

(b)Further Execution.  The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

(c)Independent Counsel.  Director has been provided with an opportunity to consult with Director’s own counsel with respect to this Agreement.

(d)Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral.  This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

(e)Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(f)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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In Witness Whereof, the parties hereto have executed this Agreement as of the day and year first above written.

Hot Topic, Inc.

By: /s/Elizabeth McLaughlin

       Elizabeth McLaughlin

       Chief Executive Officer

Address: 18305 E. San Jose Avenue

City of Industry, CA 91748

Director:

/s/ Matthew A. Drapkin                                                                           

Matthew A. Drapkin

Address: 652 Broadway, 3rd Floor

New York,   NY  10012

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Exhibit A

Stock Assignment Separate From Certificate

[Each Director to sign three (3)]

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, the undersigned hereby sells, assigns and transfers unto Hot Topic, Inc., a California corporation (the “Company”), pursuant to the Reacquisition Right under that certain Restricted Stock Bonus Agreement, dated as of October 8, 2010 by and between the undersigned and the Company (the “Agreement”), _____________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ (or uncertificated and recorded at the office of the Company’s transfer agent, if applicable) and does hereby irrevocably constitute and appoint the Company’s Secretary as attorney t o transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the reacquisition of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Reacquisition Right under the Agreement.

Dated: _______________

/s/ Matthew A. Drapkin                                                                           

(Signature)

Matthew A. Drapkin                                                                           

(Print Name)

(Instruction:  Please do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

[Note:  Director agrees to re-execute documentation as necessary

in the event of required notarization or medallion guarantee]

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, the undersigned hereby sells, assigns and transfers unto Hot Topic, Inc., a California corporation (the “Company”), pursuant to the Reacquisition Right under that certain Restricted Stock Bonus Agreement, dated as of October 8, 2010 by and between the undersigned and the Company (the “Agreement”), _____________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ (or uncertificated and recorded at the office of the Company’s transfer agent, if applicable) and does hereby irrevocably constitute and appoint the Company’s Secretary as attorney t o transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the reacquisition of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Reacquisition Right under the Agreement.

Dated: _______________

/s/ Matthew A. Drapkin                                                                           

(Signature)

Matthew A. Drapkin                                                                           

(Print Name)

(Instruction:  Please do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

[Note:  Director agrees to re-execute documentation as necessary

in the event of required notarization or medallion guarantee]

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STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

For Value Received, the undersigned hereby sells, assigns and transfers unto Hot Topic, Inc., a California corporation (the “Company”), pursuant to the Reacquisition Right under that certain Restricted Stock Bonus Agreement, dated as of October 8, 2010 by and between the undersigned and the Company (the “Agreement”), _____________________ shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s). _______________ (or uncertificated and recorded at the office of the Company’s transfer agent, if applicable) and does hereby irrevocably constitute and appoint the Company’s Secretary as attorney t o transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the reacquisition of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Reacquisition Right under the Agreement.

Dated: _______________

/s/ Matthew A. Drapkin                                                                           

(Signature)

Matthew A. Drapkin                                                                           

(Print Name)

(Instruction:  Please do not fill in any blanks other than the “Signature” line and the “Print Name” line.)

[Note:  Director agrees to re-execute documentation as necessary

in the event of required notarization or medallion guarantee]

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Exhibit B

Joint Escrow Instructions

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JOINT ESCROW INSTRUCTIONS

Secretary

Hot Topic, Inc.

18305 E. San Jose Avenue

City of Industry, CA 91748

Ladies and Gentlemen:

As Escrow Agent for both Hot Topic, Inc., a California corporation (“Company”) and the undersigned Director (“Director”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Bonus Agreement dated as of October 8, 2010 (“Agreement”), to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following instructions:

1.In the event of a termination of Director’s Continuous Service to the Company occurring before the end of the Vesting Period (as defined in the Agreement), the Company will provide you with notice of such termination of Director’s service.  Unless you receive a written notice from the Company stating that the Company intends to waive all or any part of its Reacquisition Right as described in the Agreement (in which case the number of shares transferred shall be as indicated in such notice), on the ninety-first day following such termination of Director’s service (unless the Company requests in writing that the actions contemplated herein occur within a shorter period following such te rmination of Director’s service), you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred (which shall be all of the Shares as defined in the Agreement unless the Company has elected to waive its Reacquisition Right with respect to any portion of the Shares), and (c) to deliver the same, together with the certificate evidencing the shares of stock to be transferred, to the Company for the number of shares of stock being reacquired pursuant to operation of the Reacquisition Right.

2.Director and the Company hereby irrevocably authorize and direct you to effectuate the transfer described above in accordance with the terms set forth herein and in the Agreement without further action by either Director or the Company (other than the written notice of termination as described above).

3.As of the date of the Agreement, Director irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Agreement.  Director does hereby irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials.  Subject to the provisions of this paragraph 3 an d as otherwise provided in the Agreement, Director

504505 v3/SD

 shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you.

4.This escrow shall terminate upon the expiration, execution or waiver in full of the Company’s Reacquisition Right in full.

5.If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Director, you shall deliver all of the same to Director and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that any property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company.

6.Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

7.You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties.  You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Director while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

8.You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.  In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9.You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

10.You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

11.Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign by written notice to each party.  In the event of any such termination, the Company shall appoint any officer

504505 v3/SD

or assistant officer of the Company as successor Escrow Agent, and Director hereby confirms the appointment of such successor as his attorney-in-fact and agent to the full extent of your appointment.

12.If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

13.It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

14.Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, including delivery by express courier, or five (5) days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties entitled to such notice at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto.

Company:	Hot Topic, Inc.
	18305 E. San Jose Avenue
	City of Industry, CA  91748
Director:	Matthew A. Drapkin
	652 Broadway, 3rd Floor New York, NY 10012
Escrow Agent:	Hot Topic, Inc.
	Attention: Secretary
	18305 E. San Jose Avenue
	City of Industry, CA  91748

15.By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

16.You shall be entitled to employ such legal counsel and other experts (including, without limitation, the firm of Cooley Godward llp) as you may deem necessary properly to advise you in connection with your obligations hereunder.  You may rely upon the advice of such counsel, and you may pay such counsel reasonable

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compensation therefor.  The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

17.You are expressly permitted to use the services of the Company’s transfer agent to hold the shares subject to this escrow (in certificated or uncertificated form), to make transfers permitted hereby, and to otherwise implement this escrow in your discretion.  The parties agree that such transfer agent shall hold such shares for the benefit of the Company as security for those matters described in the Agreement, and shall exercise complete control over such shares pursuant to the terms hereof, and that Director shall have no right to possession or control of such shares except as provided herein.

18.This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  It is understood and agreed that references to “you” and “your” herein refer to the original Escrow Agents.  It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions.

19.This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of California, as such laws are applied by California courts to contracts made and to be performed entirely in California by residents of that state.

Very truly yours,

Hot Topic, Inc.

By /s/ Elizabeth McLaughlin                                                                

Elizabeth McLaughlin

Chief Executive Officer

Director

/s/ Matthew A. Drapkin                                                                

Matthew A. Drapkin

Escrow Agent:

/s/ James McGinty                                                                

James McGinty

Secretary

504505 v3/SD

EX-3.HTM

Exhibit 3

     

HOT TOPIC, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
(Facing Page)
Name of Optionee:	Steven R. Becker
Hot Topic, Inc. (the "Company"), pursuant to its 1996 Non-Employee Directors' Stock Option Plan, as amended (the "Plan") has on October 1, 2010 granted to you, the optionee named above, options to purchase shares of the common stock of the Company ("Common Stock") consisting of an automatic grant of an option to purchase 10,000 shares of common stock (the "Option") pursuant to paragraph 5(a) of the Plan and the non-employee director compensation policy as approved by the Board of Directors of the Company (the "Board"). This Option is a "non-statutory stock option" and is not intended to qualify and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Number of Shares covered by the Option (the "Option Shares"):		10,000
Purchase Price Per Option Share:		$6.05	(1)
The Option shall become exercisable based on the following vesting schedule:
	Date	# of Options Vested (2)
	October 1, 2011	2,500
	January 1, 2012	625
	April 1, 2012	625
	July 1, 2012	625
	October 1, 2012	625
	January 1, 2013	625
	April 1, 2013	625
	July 1, 2013	625
	October 1, 2013	625
	January 1, 2014	625
	April 1, 2014	625
	July 1, 2014	625
	October 1, 2014	625
	Total	10,000
(1) The purchase price per Option Share will be the fair market value of the Common Stock on October 1, 2010
(as determined by the closing price of the Common Stock as traded on The Nasdaq National Market on October 1, 2010).
(2)   Once vested, an Option Share shall remain subject to purchase by the optionee until the expiration date noted below,
unless the option is earlier terminated in accordance with the terms and conditions of the Plan.

1.  (a) This Option may be exercised, to the extent specified in the Plan, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents the Company may then require pursuant to the Plan.  This Option may not be exercised for any number of shares which would require the issuance of anything other than whole shares. (b)  By exercising this Option you agree that the Company may require you to enter an arrangement providing for the cash payment by you or to the Company of any tax withholding obligation of the Company arising by reason of the exercise of this Option or the lapse of any substantial risk of forfeitur e to which the shares are subject at the time of exercise.
2.  Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.
3.  This Option is subject to all the provisions of the Plan and the Terms and Conditions, hereby made a part of this option, and is further subject to all  interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.
Date of Option Expiration:		October 1, 2020
Date of this Option Agreement:		October 1, 2010
Very truly yours,
HOT TOPIC, INC.
By: /s/ Elizabeth M. McLaughlin
Name:   Elizabeth M. McLaughlin,
CEO
Duly authorized on behalf of the Board of Directors
The undersigned:
(a)  Acknowledges receipt of the foregoing Option and the attachments referenced therein and understands that all rights and liabilities with respect to this Option are set forth in the Option and the Plan;
(b)  Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of the options and stock previously granted and delivered to the undersigned under equity incentive plans of the Company.
Optionee :	Steven R. Becker
Signature  /s/ Steven R. Becker___________
Optionee Address:	300 Crescent Ct, Suite 1111, Dallas, TX  75201

EX-4.HTM

Exhibit 4

     

HOT TOPIC, INC.

NON-STATUTORY STOCK OPTION AGREEMENT

(Facing Page)

Name of Optionee:	Matthew A. Drapkin
Hot Topic, Inc. (the "Company"), pursuant to its 1996 Non-Employee Directors' Stock Option Plan, as amended (the "Plan") has on October 1, 2010 granted to you, the optionee named above, options to purchase shares of the common stock of the Company ("Common Stock") consisting of an automatic grant of an option to purchase 10,000 shares of common stock (the "Option") pursuant to paragraph 5(a) of the Plan and the non-employee director compensation policy as approved by the Board of Directors of the Company (the "Board"). This Option is a "non-statutory stock option" and is not intended to qualify and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Number of Shares covered by the Option (the "Option Shares"):		10,000
Purchase Price Per Option Share:		$6.05	(1)
The Option shall become exercisable based on the following vesting schedule:
	Date	# of Options Vested (2)
	October 1, 2011	2,500
	January 1, 2012	625
	April 1, 2012	625
	July 1, 2012	625
	October 1, 2012	625
	January 1, 2013	625
	April 1, 2013	625
	July 1, 2013	625
	October 1, 2013	625
	January 1, 2014	625
	April 1, 2014	625
	July 1, 2014	625
	October 1, 2014	625
	Total	10,000
(1) The purchase price per Option Share will be the fair market value of the Common Stock on October 1, 2010
(as determined by the closing price of the Common Stock as traded on The Nasdaq National Market on October 1, 2010).
(2)   Once vested, an Option Share shall remain subject to purchase by the optionee until the expiration date noted below,
unless the option is earlier terminated in accordance with the terms and conditions of the Plan.

1.  (a) This Option may be exercised, to the extent specified in the Plan, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents the Company may then require pursuant to the Plan.  This Option may not be exercised for any number of shares which would require the issuance of anything other than whole shares. (b)  By exercising this Option you agree that the Company may require you to enter an arrangement providing for the cash payment by you or to the Company of any tax withholding obligation of the Company arising by reason of the exercise of this Option or the lapse of any substantial risk of forfeitur e to which the shares are shares are subject at the time of exercise.
2.  Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.
3.  This Option is subject to all the provisions of the Plan and the Terms and Conditions, hereby made a part of this option, and is further subject to all  interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.
Date of Option Expiration:		October 1, 2020
Date of this Option Agreement:		October 1, 2010
Very truly yours,
HOT TOPIC, INC.
By: /s/ Elizabeth M. McLaughlin
Name:   Elizabeth M. McLaughlin,
CEO
Duly authorized on behalf of the Board of Directors
The undersigned:
(a)  Acknowledges receipt of the foregoing Option and the attachments referenced therein and understands that all rights and liabilities with respect to this Option are set forth in the Option and the Plan;
(b)  Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of the options and stock previously granted and delivered to the undersigned under equity incentive plans of the Company.
Optionee :	Matthew A. Drapkin
Signature /s/ Matthew A. Drapkin
Optionee Address:	652 Broadway, 3rd Floor, New York, NY 10012

EX-5.HTM

Exhibit 5

     

HOT TOPIC, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
(Facing Page)
Name of Optionee:	Steven R. Becker
Hot Topic, Inc. (the "Company"), pursuant to its 2006 Equity Incentive Plan (the "Plan") has on October 12, 2010 granted to you, the optionee named above, options to purchase shares of the common stock of the Company ("Common Stock") consisting of a discretionary grant of an option to purchase 9,765 shares of common stock (the "Option") pursuant to the non-employee director compensation policy as approved by the Board of Directors of the Company (the "Board"). This Option is a "non-statutory stock option" and is not intended to qualify and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Number of Shares covered by the Option (the "Option Shares"):		9,765
Purchase Price Per Option Share:		$6.08	(1)
The Option shall become exercisable based on the following vesting schedule:
	Date	# of Options Vested (2)
	October 1, 2011	2,441
	January 1, 2012	610
	April 1, 2012	610
	July 1, 2012	610
	October 1, 2012	610
	January 1, 2013	610
	April 1, 2013	610
	July 1, 2013	610
	October 1, 2013	610
	January 1, 2014	610
	April 1, 2014	610
	July 1, 2014	610
	October 1, 2014	610
	Total	9,765
(1) The purchase price per Option Share will be the fair market value of the Common Stock on October 12, 2010
(as determined by the closing price of the Common Stock as traded on The Nasdaq National Market on October 12, 2010).
(2)   Once vested, an Option Share shall remain subject to purchase by the optionee until the expiration date noted below,
unless the option is earlier terminated in accordance with the terms and conditions of the Plan.

1.  (a) This Option may be exercised, to the extent specified in the Plan, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents the Company may then require pursuant to the Plan and the Standard Terms and Conditions Relating to Nonstatutory Stock Options (the "Terms and Conditions") promulgated under the Plan and in effect as of the date of this Option Agreement.  This Option may not be exercised for any number of shares which would require the issuance of anything other than whole shares. (b)  By exercising this Option you agree that the Company may require you to enter an arrangement providing for th e cash payment by you or to the Company of any tax withholding obligation of the Company arising by reason of the exercise of this Option or the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise.
2.  Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.
3.  This Option is subject to all the provisions of the Plan and the Terms and Conditions, hereby made a part of this option, and is further subject to all  interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.
Date of Option Expiration:		October 12, 2020
Date of this Option Agreement:		October 12, 2010
Very truly yours,
HOT TOPIC, INC.
By: /s/ Elizabeth M. McLaughlin
Name:   Elizabeth M. McLaughlin,
CEO
Duly authorized on behalf of the Board of Directors
The undersigned:
(a)  Acknowledges receipt of the foregoing Option and the attachments referenced therein and understands that all rights and liabilities with respect to this Option are set forth in the Option and the Plan;
(b)  Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of the options and stock previously granted and delivered to the undersigned under equity incentive plans of the Company.
Optionee :	Steven R. Becker
Signature   /s/ Steven R. Becker
Optionee Address:	300 Crescent Ct, Suite 1111, Dallas, TX  75201

EX-7.HTM

Exhibit 7

     

HOT TOPIC, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
(Facing Page)
Name of Optionee:	Matthew A. Drapkin
Hot Topic, Inc. (the "Company"), pursuant to its 2006 Equity Incentive Plan (the "Plan") has on October 12, 2010 granted to you, the optionee named above, options to purchase shares of the common stock of the Company ("Common Stock") consisting of a discretionary grant of an option to purchase 9,765 shares of common stock (the "Option") pursuant to the non-employee director compensation policy as approved by the Board of Directors of the Company (the "Board"). This Option is a "non-statutory stock option" and is not intended to qualify and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Number of Shares covered by the Option (the "Option Shares"):		9,765
Purchase Price Per Option Share:		$6.08	(1)
The Option shall become exercisable based on the following vesting schedule:
	Date	# of Options Vested (2)
	October 1, 2011	2,441
	January 1, 2012	610
	April 1, 2012	610
	July 1, 2012	610
	October 1, 2012	610
	January 1, 2013	610
	April 1, 2013	610
	July 1, 2013	610
	October 1, 2013	610
	January 1, 2014	610
	April 1, 2014	610
	July 1, 2014	610
	October 1, 2014	610
	Total	9,765
(1) The purchase price per Option Share will be the fair market value of the Common Stock on October 12, 2010
(as determined by the closing price of the Common Stock as traded on The Nasdaq National Market on October 12, 2010).
(2)   Once vested, an Option Share shall remain subject to purchase by the optionee until the expiration date noted below,
unless the option is earlier terminated in accordance with the terms and conditions of the Plan.

1.  (a) This Option may be exercised, to the extent specified in the Plan, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents the Company may then require pursuant to the Plan and the Standard Terms and Conditions Relating to Nonstatutory Stock Options (the "Terms and Conditions") promulgated under the Plan and in effect as of the date of this Option Agreement.  This Option may not be exercised for any number of shares which would require the issuance of anything other than whole shares. (b)  By exercising this Option you agree that the Company may require you to enter an arrangement providing for th e cash payment by you or to the Company of any tax withholding obligation of the Company arising by reason of the exercise of this Option or the lapse of any substantial risk of forfeiture to which the shares of subject at the time of exercise.
2.  Any notices provided for in this Option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.
3.  This Option is subject to all the provisions of the Plan and the Terms and Conditions, hereby made a part of this option, and is further subject to all  interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the provisions of this Option and those of the Plan, the provisions of the Plan shall control.
Date of Option Expiration:		October 12, 2020
Date of this Option Agreement:		October 12, 2010
Very truly yours,
HOT TOPIC, INC.
By: /s/ Elizabeth A. McLaughlin
Name:   Elizabeth M. McLaughlin,
CEO
Duly authorized on behalf of the Board of Directors
The undersigned:
(a)  Acknowledges receipt of the foregoing Option and the attachments referenced therein and understands that all rights and liabilities with respect to this Option are set forth in the Option and the Plan;
(b)  Acknowledges that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of the options and stock previously granted and delivered to the undersigned under equity incentive plans of the Company.
Optionee :	Matthew A. Drapkin
Signature   /s/ Matthew A. Drapkin
Optionee Address:	652 Broadway, 3rd Floor, New York, NY 10012

EX-9.HTM

Exhibit 8

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Hot Topic, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: October 15, 2010

BECKER DRAPKIN MANAGEMENT, L.P.
By:		BC Advisors, LLC, its general partner
		By:	/s/ Andrew S. McLelland
			Name: Andrew S. McLelland
			Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, (QP), L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
BD PARTNERS I, L.P.
By:		Becker Drapkin Management, L.P., its general partner
		By:	BC Advisors, LLC, its general partner
			By:	/s/ Andrew S. McLelland
				Name: Andrew S. McLelland
				Title: Attorney-in-Fact
BC ADVISORS, LLC
By:		/s/ Andrew S. McLelland
		Name: Andrew S. McLelland
		Title: Attorney-in-Fact
STEVEN R. BECKER
	By:	/s/ Andrew S. McLelland
		Name: Andrew S. McLelland
		Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
	By:	/s/ Andrew S. McLelland
		Name: Andrew S. McLelland
		Title: Attorney-in-Fact