8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2017

BLACKHAWK NETWORK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

001-35882 (Commission File Number)
Delaware (State or other jurisdiction of incorporation)	43-2099257 (IRS Employer Identification No.)

6220 Stoneridge Mall Road

Pleasanton, CA 94588

(Address of Principal Executive Offices, including Zip Code)

(Registrant’s Telephone Number, Including Area Code): (925) 226-9990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

(d)     Director Appointment.

On February 13, 2017, the Board of Directors (the “Board”) of Blackhawk Network Holdings, Inc. (the “Company”) appointed Thomas Barnds as a Class II director and a member to the Audit Committee. The Board believes that Mr. Barnds’ industry background, including his extensive experience as a senior executive and a director of various companies and his financial experience and current knowledge of financing trends, position him to make an effective contribution to the Board and Audit Committee.

Tom Barnds, 48, has been an entrepreneur and executive for more than twenty years. He is currently a Managing Partner of and founding partner at Accel-KKR, a private equity firm, where he has been employed since 2000.  Prior to joining Accel-KKR, Mr. Barnds served as a Managing Director of Nassau Capital, L.L.C., a private equity firm where he led growth equity investments as well as buyouts and recapitalizations in technology, energy, telecommunications, energy, media, and healthcare for four years. From 1992 to 1994, he worked in various roles in finance and marketing at McGaw, Inc., a pharmaceutical and medical device company.  From 1990 to 1992, he was a member of the Investment Banking Division of Alex Brown & Sons, an investment bank, where he worked with emerging growth and technology companies. In addition, Mr. Barnds currently serves and has served on the boards of various private technology companies.

Mr. Barnds will be entitled to receive annual cash and equity compensation under the Company’s Non-Employee Director Compensation Program, subject to his continued service on the Board. The current effective Non-Employee Director Compensation Program Compensation Committee is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference. Pursuant to such program, Mr. Barnds will receive (i) a $60,000 annual retainer pro-rated based on the actual number of days serving as a director, payable in quarterly installments, (ii) a $10,000 annual retainer as a member of the Audit Committee pro-rated based on the actual number of days serving as a member of the Audit Committee, payable in quarterly installments, and (iii) a $140,000 annual restricted stock unit award, the first of which will be granted on the date of the 2017 annual meeting of stockholders. Mr. Barnds has entered into an indemnification agreement with the Company on the same form of indemnification agreement applicable to the Company’s other executive officers and directors, a copy of which is filed as Exhibit 10.28 to the Company’s registration statement on Form S-1 dated March 18, 2013 and incorporated herein by reference.

(e)     Performance Share Awards.

On February 13, 2017, the Compensation Committee approved the grant of awards of performance shares (the “Performance Shares”) to the Company’s named executive officers under the Company’s 2013 Equity Incentive Award Plan. Pursuant to the Performance Share awards, each executive is eligible to earn, vest in, and receive a number of shares of the Company’s common stock ranging from 0%-200% of the target number of Performance Shares granted and set forth in the table below (for each executive, the “Target Performance Shares”), based on the attainment of the Company’s adjusted operating revenues, further adjusted growth and adjusted earnings per share growth at certain levels (each, a “Performance Metric”) during three separate performance periods: the first consisting of the Company’s 2017 fiscal year running from January 1, 2017 through December 30, 2017 (the “2017 Performance Period”), the second consisting of the Company’s 2018 fiscal year running from on December 31, 2017 through December 29, 2018 (the “2018 Performance Period”) and the third consisting of the Company’s 2019 fiscal year running from December 30, 2018 through December 28, 2019 (the “2019 Performance Period,” and together with the 2017 Performance Period and 2018 Performance Period, the “Performance Periods”), as measured against the Company’s adjusted operating revenue and adjusted earnings per share for the immediately previous fiscal year. The Target Performance Shares granted to each executive are as follows and are allocated 33 1/3% to each of the three Performance Periods:

Executive	Target Performance Shares Granted
Talbott Roche	48,700
William Tauscher	23,700
Jerry Ulrich	13,550
David Tate	14,400

Performance Shares will become earned and eligible to vest based on achievement relative to the minimum, target and maximum goals, respectively, for each Performance Metric during each of the Performance Periods. The maximum number of Performance Shares that may be earned and thus eligible to vest is 200% of the Target Performance Shares, which represents achievement of the maximum goal for each Performance Metric during each Performance Period. The threshold number of Performance Shares that may be earned and thus eligible to vest for any Performance Period is 50% of the Target Performance Shares allocated to that Performance Period (i.e., 16 2/3% of the total Target Performance Shares), which represents achievement of the minimum goal for both Performance Metrics during one Performance Period. If the target goals for each Performance Metric are achieved during each of the Performance Periods, 100% of the Target Performance Shares will be earned and thus eligible to vest. If the Company does not achieve the minimum goal for both Performance Metrics during a Performance Period, then all of the Performance Shares eligible to vest during such Performance Period will be forfeited. Performance Shares (if any) earned during each Performance Period in accordance with the Company’s achievement of the Performance Metrics will vest in full on January 2, 2020, subject to the executive’s continued service. Any Performance Shares that remain unvested as of the date on which an executive’s service terminates and any Performance Shares that do not vest as a result of the failure to achieve the applicable performance goals will be forfeited. However, upon a termination (i) without “cause” or for “good reason,” in either case, within 24 months after a “change in control” (as each term is defined the Company’s Executive Change in Control Severance Plan) or (ii) due to death or disability on or after February 13, 2018, any earned Performance Shares will vest and any unearned Performance Shares will vest at the applicable target. In addition, upon a retirement on or after February 13, 2018, any earned Performance Shares will vest and any unearned Performance Shares will remain outstanding and eligible to vest based on the Company’s achievement of the Performance Metrics.

The foregoing description of the Performance Share awards does not purport to be complete and is qualified in its entirety by reference to the Form of 2017 Performance Share Award Agreement for 2013 Equity Incentive Award Plan, a copy of which is filed as Exhibit 10.2 to this current report on Form 8-K and incorporated herein by reference.

Cash Bonus Awards. On February 13, 2017, the Compensation Committee approved the eligible participants, award amounts and performance criteria for its 2017 corporate performance bonus program. The Company’s 2017 corporate performance bonus program is structured pursuant to the cash-performance award provisions of the Company’s 2013 Equity Incentive Award Plan. The Company’s named executive officers are eligible to earn, vest in, and receive cash bonuses based on the attainment of an adjusted pre-tax income objective during the Company’s 2017 fiscal year running from January 1, 2017 through December 30, 2017. The target awards amounts for the named executive officers are as follows:

Executive	Target Bonus
Talbott Roche	100% of base salary
William Tauscher	80% of base salary
Jerry Ulrich	80% of base salary
David Tate	80% of base salary

Actual bonus payments under the program may range from 50% to 150% of such target bonus amounts based on achievement of minimum, target and maximum goals during fiscal year 2017 and are subject to the executive’s continued service through the date of payment. Furthermore, bonus amounts are subject to the Compensation Committee’s authority to exercise negative discretion to reduce the amounts payable. If the Company does not achieve the minimum goal of the performance criteria applicable to the executive, then no bonus will be payable to the executive under the 2017 corporate performance bonus program.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.	Description
10.1	Non-Employee Director Compensation Program.
10.2	Form of 2017 Performance Share Award Agreement for 2013 Equity Incentive Award Plan.

SIGNATURES

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

Dated: February 17, 2017	BLACKHAWK NETWORK HOLDINGS, INC.
	By:	/s/ Jerry Ulrich
	Name:	Jerry Ulrich
	Title:	Chief Financial Officer and Chief Administrative Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Non-Employee Director Compensation Program.
10.2	Form of 2017 Performance Share Award Agreement for 2013 Equity Incentive Award Plan.

EX-10.1

Exhibit 10.1

BLACKHAWK NETWORK HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

(Effective as of January 1, 2017)

This Blackhawk Network Holdings, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2013 Equity Incentive Award Plan (the “Plan”) and amended on December 5, 2016, effective as of January 1, 2017. The Equity Compensation portion of this Program is intended to constitute the Non-Employee Director Equity Compensation Program contemplated by Article 12 of the Plan. Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Cash Compensation

As of January 3, 2016, annual retainers are paid in the following amounts to Non-Employee Directors:

Non-Employee Director:	$60,000
Chair of Audit Committee:	$15,000
Chair of Compensation Committee:	$10,000
Chair of Nominating and Corporate Governance Committee:	$8,500
Audit Committee Member (for both non-Chair and Chair members):	$10,000
Compensation Committee Member (for both non-Chair and Chair members):	$10,000
Nominating and Corporate Governance Committee Member (for both non-Chair and Chair members):	$7,500
Lead Independent Director:	$20,000

All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable fiscal quarter, but in no event more than thirty (30) days after the end of such quarter.

Equity Compensation

Annual Restricted Stock Unit Award:

Each Non-Employee Director serving on the Board on the date of each annual stockholder meeting of the Company (each, an “Annual Meeting”) shall be granted a Restricted Stock Unit Award that constitutes a right to receive shares of Common Stock with an aggregate value of $140,000 (valued based on the average market closing price per share of the Common Stock over the period of 15 consecutive trading days ending on the Friday immediately preceding the applicable Annual Meeting) under the Plan or any other applicable Company equity incentive plan then maintained by the Company (the “Annual RSU”).

The Annual RSU will be automatically granted, without further action, on the date of the applicable Annual Meeting, and will vest in full on the earlier to occur of (i) the first (1^st) anniversary of the date of grant and (ii) the date of the Annual Meeting for the year following the year in which the grant is made, subject in each case to continued service through the vesting date.

Miscellaneous

The other provisions of the Plan shall apply to the Annual RSU granted pursuant to this Program, except to the extent such other provisions are inconsistent with this Program. All applicable terms of the Plan apply to this Program as if fully set forth herein, and all grants of Annual RSUs hereby are subject in all respect to the terms of such Plan.

The grant of any Annual RSU under this Program shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.

Deferral Elections

Non-Employee Directors may defer payment of up to 100% of the shares of Common Stock underlying their Annual RSUs until a date later than the vesting date. Deferral elections and deferred payments shall be governed by procedures, as adopted by the Compensation Committee, in its discretion, substantially similar to the procedures governing deferral elections and deferred payment of Director Fees under Section 3.2 and Article IV of the Company’s Deferred Compensation Plan, which provisions are incorporated as if fully stated herein.

Effectiveness, Amendment, Modification and Termination

This Program may be amended, modified or terminated by the Administrator or the Board in the future at its sole discretion. No Non-Employee Director shall have any rights hereunder, except with respect to an Annual RSU granted pursuant to the Program.

EX-10.2

Exhibit 10.2

BLACKHAWK NETWORK HOLDINGS, INC.

2013 EQUITY INCENTIVE AWARD PLAN

2017 PERFORMANCE SHARE AWARD GRANT NOTICE

Blackhawk Network Holdings, Inc., a Delaware corporation, (the “Company”), pursuant to the Blackhawk Network Holdings, Inc. 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, a Performance Share Award (the “Performance Shares”). Each Performance Share represents the right to receive one share of Common Stock (as defined in the Plan) upon the achievement of certain performance goals (the “Shares”). This award is subject to all of the terms and conditions set forth herein and in the Performance Share Award Agreement attached hereto as Exhibit A (the “Performance Share Award Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this 2017 Performance Share Award Grant Notice (the “Grant Notice”) and the Performance Share Award Agreement.

Participant:	[__________________________]
Grant Date:	[_____________]
Target Number of Performance Shares:	[_____________]
Performance Periods:	Fiscal years 2017, 2018 and 2019.
Performance Goals:	Except as otherwise set forth in the Performance Share Award Agreement, the Participant is eligible to receive Shares based upon the Company’s attainment, during the Performance Period, of the Performance Goals set forth in Exhibit A-1 attached hereto.
Termination:	If the Participant experiences a Termination of Service prior to the Regular Vesting Date (as defined in the Performance Share Award Agreement), all Performance Shares that have not become vested on or prior to the date of such Termination of Service (after taking into consideration any vesting that may occur in connection with such Termination of Service, if any) will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.

By his or her signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Performance Share Award Agreement and this Grant Notice. The Participant has reviewed the Performance Share Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Performance Share Award Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice and/or the Performance Share Award Agreement. In addition, by signing below, the Participant also agrees that the Company or any Affiliate, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.7 of the Performance Share Award Agreement by (i) withholding shares of Common Stock otherwise issuable to the Participant in connection with the vesting or payment of the Performance Shares, (ii) instructing a broker on the Participant’s behalf to sell shares of Common Stock otherwise issuable to the Participant in connection with the vesting or payment of the Performance Shares and remit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.7 of the Performance Share Award Agreement or the Plan. If the Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.

BLACKHAWK NETWORK HOLDINGS, INC.:	PARTICIPANT:
By:_______________________	By:_______________________
Print Name: _______________	Print Name: _______________
Title:_____________________	Address:___________________
Address:___________________

EXHIBIT A

TO 2017 PERFORMANCE SHARE AWARD GRANT NOTICE

PERFORMANCE SHARE AWARD AGREEMENT

Pursuant to the 2017 Performance Share Award Grant Notice (the “Grant Notice”) to which this Performance Share Award Agreement (this “Agreement”) is attached, Blackhawk Network Holdings, Inc., a Delaware corporation (the “Company”), has granted to the Participant a performance share award (the “Performance Shares”) under the Blackhawk Network Holdings, Inc. 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”).

ARTICLE 1.GENERAL

1.1    Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a)     “2017Performance Period” means the period beginning on January 1, 2017 and ending on December 30, 2017.

(b)    “2018Performance Period” means the period beginning on December 31, 2017 and ending on December 29, 2018.

(c)    “2019 Performance Period” means the period beginning on December 30, 2018 and ending on December 28, 2019.

(d)“AdjustedEPS” means the Company’s Adjusted net income divided by the number of weighted average shares outstanding, diluted, determined as of the end of the applicable fiscal year; where such Adjusted net income and the weighted average shares, diluted, outstanding are calculated in accordance with the same methodology used to calculate such named Non-GAAP metric and share count as reported in the Company’s earnings release on a Form 8-K for the fourth quarter and full year of the applicable Performance Period filed with the Securities and Exchange Commission;provided, that such Adjusted EPS shall be further adjusted by excluding the Adjusted EPS generated by acquisitions that were not included in the Company’s annual financial plan that was presented to the board of directors of the Company (the “Annual Financial Plan”) if such acquisitions, on an aggregate basis, have an impact of 5% or more on the total Adjusted Operating Revenue of the Company. To the extent that equity is issued in connection with any excluded acquisition then such shares will be excluded from the EPS calculation.

(e)“Adjusted EPS Growth” means (i) the Company’s Adjusted EPS for the 2017 Performance Period, the 2018 Performance Period or the 2019 Performance Period, as applicable, minus the Company’s Adjusted EPS for the immediately preceding fiscal year of the Company, divided by (ii) the Company’s Adjusted EPS for the immediately preceding fiscal year of the Company.

(f)    “Adjusted Operating Revenues, Further Adjusted” means the Adjusted Operating Revenues calculated in accordance with the same methodology used to calculate such named Non-GAAP metric as reported in the Company’s earnings release on a Form 8-Kfor the fourth quarter and full year of the applicable Performance Period filed with the Securities and Exchange Commission; provided that such Adjusted Operating Revenues shall be further adjusted by excluding the Adjusted Operating Revenues generated by acquisitions that were not included in the Annual Financial Plan if such acquisitions, on an aggregate basis, have an impact of 5% or more on the total Adjusted Operating Revenue of the Company.

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(g)    “Adjusted Operating Revenues, Further Adjusted Growth” means (i) the Company’s Adjusted Operating Revenues, Further Adjusted for the 2017 Performance Period, the 2018 Performance Period or the 2019 Performance Period, as applicable, minus the Company’s Adjusted Operating Revenues, Further Adjusted for the immediately preceding fiscal year of the Company, divided by (ii) the Company’s Adjusted Operating Revenues, Further Adjusted for the immediately preceding fiscal year of the Company.

(h)    “Disability” shall mean the Participant’s becoming “disabled” (within the meaning of Section 409A of the Code).

(i)    “Measurement Date” means the date on which the Administrator certifies the achievement of the Performance Goals for an applicable Performance Period.

(j)    “Performance Goals” means the performance goals set forth on Exhibit A-1 attached hereto.

(k)    “Performance Metrics” means the Adjusted Operating Revenues, Further Adjusted Growth and the Adjusted EPS Growth. If the Company adopts any new Accounting Standards Update that impacts revenue recognition or results of operations and if such new Accounting Standard Update was not already reflected in the Annual Financial Plan, the Performance Metrics of such Performance Period shall be adjusted to provide comparable calculations results as in the previous Performance Period(s) governed by this Agreement.

(l)    “Performance Period” means the 2017 Performance Period, the 2018 Performance Period or the 2019 Performance Period, as applicable.

(m)    “Performance-Vest” means that, with respect to a Performance Share, the applicable Performance Goal has been achieved.

(n)    “Qualifying Termination” shall mean the Participant’s Separation from Service by reason of a termination of employment (i) due to the Participant’s death or Disability, in either case, on or following the one (1)-year anniversary of the Grant Date or (ii) by the Company without Cause or by the Participant for Good Reason (each, as defined in the Company’s Executive Change in Control Severance Plan, as amended from time to time (the “CIC Severance Plan”)), in either case, during the twenty-four (24)-month period following a Change in Control.

(o)    “Retirement” shall mean the Participant’s Separation from Service, other than as a result of the Participant’s death, Disability or termination of employment by the Company for Cause (as defined in the CIC Severance Plan), at a time when the Participant has (i) (A) attained at least 55 years of age and (B) completed at least ten (10) consecutive years of service to the Company or any Affiliate or (ii) attained at least 65 years of age.

(p)    “Retirement Eligibility” shall mean such date when the Participant has (i) (A) attained at least 55 years of age and (B) completed at least ten (10) consecutive years of service to the Company or (ii) attained at least 65 years of age.

(q)    “Separation from Service” shall mean the Participant’s “separation from service” from the Company or any Affiliate within the meaning of Section 409A(a)(2)(A)(i) of the Code.

(r)    Each of the “Target Number of 2017 Performance Shares,” “Target Number of 2018 Performance Shares,” and “Target Number of 2019 Performance Shares” (each, a “Target Number of Shares”) shall equal the Target Number of Performance Shares set forth in the Grant Notice, multiplied by 1/3.

(s)    “Vest” or “Vested” means that, with respect to a Performance Share, both (i) such Performance Share has Performance-Vested and (ii) the continued service condition has been satisfied.

(t)“Vesting Date” means, with respect to a Performance Share, each date on which the Performance Share becomes Vested in accordance with the terms herein.

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1.2    Incorporation of Terms of Plan. The Performance Shares are subject to the terms and conditions of the Plan, which are incorporated herein by reference. Except as expressly indicated herein, in the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.PERFORMANCE SHARES

2.1    Grant of Performance Shares. In consideration of the Participant’s past and/or continued employment with or service to the Company or an Affiliate and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to the Participant an award of Performance Shares (this “Award”) as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.

2.2    Performance-Based Right to Payment.

(a)    Subject to Sections 2.2(b) and 2.3 hereof, the number of Performance Shares that Performance-Vest and become eligible to Vest in accordance with this Section 2.2(a) shall be determined as of the applicable Measurement Date based on the Company’s achievement of the applicable Performance Goals as set forth on Exhibit A-1 hereto.

(b)    Notwithstanding Section 2.2.(a) hereof, in the event that the Company’s achievement of either of the Performance Metrics with respect to a Performance Period is less than the lowest applicable Performance Goalwith respect to such Performance Metric set forth onExhibit A-1hereto, then no Performance Shares eligible to Performance-Vest for such Performance Period shall Performance-Vest, all such Performance Shares shall automatically be forfeited by the Participant as of the applicable Measurement Date and the Participant’s rights in such Performance Shares and such portion of the Award shall thereupon lapse and expire.

(c)The number of Performance Shares that Performance-Vest in accordance with Sections 2.2(a) - (b) hereof shall Vest in full on January 2, 2020 (the “Regular Vesting Date”), subject to Participant’s continuous service with the Company or an Affiliate through the Regular Vesting Date.

2.3    Acceleration of Vesting. Notwithstanding the provisions of Section 2.2 hereof:

(a)Qualifying Termination. Upon a Participant’s Separation from Service due to a Qualifying Termination, then: (i) any Performance Shares that have Performance-Vested shall Vest and (ii) any Performance Shares that have not yet Performance-Vested, to the extent not previously forfeited, shall be deemed Performance-Vested with respect to the applicable Target Number of Shares and such applicable Target Number of Shares shall Vest in full.

(b)Retirement. Upon a Participant’s Separation from Service due to the Participant’s Retirement on or following the one (1)-year anniversary of the Grant Date, then: (i) any Performance Shares that have Performance-Vested shall Vest in full and (ii) any Performance Shares that have not yet Performance-Vested, to the extent not previously forfeited, shall remain outstanding and eligible to Performance-Vest and Vest in accordance with the terms hereof.

2.4    Forfeiture.

(a)    If the Participant experiences a Termination of Service prior to the Regular Vesting Date, all Performance Shares that either have not become Vested on or prior to the date of such Termination of Service or will not remain eligible to Vest following such Termination of Service (after taking into consideration any Vesting or eligibility to Vest that may occur in connection with such Termination of Service, if any) will thereupon be automatically forfeited by the Participant without payment of any consideration therefor, and the Participant’s rights in any such Performance Shares and such portion of the Award shall thereupon lapse and expire.

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(b)    Any outstanding Performance Shares that do not Performance-Vest in accordance with this Agreement due to the failure by the Company to achieve the Performance Goals shall automatically be forfeited by the Participant as of the applicable Measurement Date, and the Participant’s rights in any such Performance Shares and such portion of the Award shall thereupon lapse and expire.

2.5    Payment of Shares.

(a)Subject to Section 3.14(b) hereof, the Company shall deliver to the Participant a number of Shares equal to the number of Performance Shares subject to this Award that Vest as soon as practicable, but no later than two and one-half (2½) months following, the earliest to occur of: (i) the Regular Vesting Date, (ii) the date of the Participant’s death or (iii) the date of the Participant’s Separation from Service;provided, however, that if such Separation from Service occurs on or following the Participant’s Retirement Eligibility, then Shares underlying the Performance Shares shall, subject to Section 3.14(b), to the extent Vested as of such Separation from Service, be delivered to the Participant within two and one-half (2½) months after the Regular Vesting Date. Notwithstanding anything to the contrary contained herein, the exact payment date of any Performance Shares shall be determined by the Company in its sole discretion (and the Participant shall not have a right to designate the time of payment).

(b)All distributions of Shares pursuant to this Section 2.5 shall be made either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Administrator in its sole discretion.

(c)Notwithstanding anything to the contrary contained in the CIC Severance Plan, Section 2.5(a) hereof shall govern the payment timing of the Performance Shares.

2.6    Rights as Stockholder. The holder of the Performance Shares shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the Performance Shares and any Shares underlying the Performance Shares and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

2.7    Tax Withholding. The Company or its Affiliates shall be entitled to require a cash payment (or to elect, or permit the Participant to elect, such other form of payment determined in accordance with Section 11.2 of the Plan) by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the grant, vesting or payment of the Award. The number of Shares which shall be so withheld in order to satisfy such federal, state and/or local withholding tax liabilities shall not exceed the number of shares which have a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates for federal, state and/or local tax purposes that are applicable to such supplemental taxable income. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to deliver any certificate representing Shares to the Participant or the Participant’s legal representative or to enter any such Shares in book entry form unless and until the Participant or the Participant’s legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Award or the issuance of Shares hereunder. To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Performance Shares prior to the applicable Vesting Date, the Administrator may choose to accelerate the payment of a portion of the award of Performance Shares sufficient to satisfy (but not in excess of) such tax withholding obligations and any tax withholding obligations associated with any such accelerated payment, and the Administrator shall withhold such amounts in satisfaction of such withholding obligations.

2.8Conditions to Delivery of Shares. The Shares deliverable under this Award may be either previously authorized but unissued Shares, treasury Shares or Shares purchased on the open market. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares under this Award prior to fulfillment of the conditions set forth in Section 11.4 of the Plan.

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ARTICLE 3.OTHER PROVISIONS

3.1    Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. Without limiting the generality of the foregoing, all determinations, interpretations and assumptions relating to the calculation and payment of the Performance Shares (including, without limitation, determinations, interpretations and assumptions with respect to the Performance Metrics) shall be made by the Administrator. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Performance Shares.

3.2    Grant is Not Transferable. Without limiting the generality of any other provision hereof, the Performance Shares shall be subject to the restrictions on transferability set forth in Section 11.3 of the Plan.

3.3    Adjustments. The Participant acknowledges that the Award is subject to modification and termination in certain events as provided in this Agreement and Article 14 of the Plan.

3.4    Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Award in any material way without the prior written consent of the Participant.

3.5Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an Employee, Director, Consultant or other service provider of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Participant.

3.6    Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Award and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.7Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, as well as all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.8Limitation on the Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its Affiliates with respect to amounts credited and benefits payable, if any, with respect to the Shares issuable hereunder, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Performance Shares, as and when payable hereunder.

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3.9    Successors and Assigns. The Company or any Affiliate may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company and its Affiliates. Subject to the restrictions on transfer set forth in Section 3.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

3.10Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and its Affiliates and the Participant with respect to the subject matter hereof.

3.11Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. Any notice shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

3.12Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.13Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

3.14    Section 409A.

(a)General. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Performance Shares (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for the Performance Shares to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

(b)    Potential Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six (6)-month period following the Participant’s Separation from Service to the extent that the Administrator determines that the Participant is a “specified employee” (within the meaning of Section 409A) at the time of such Separation from Service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Agreement.

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EXHIBIT A-1

TO 2017 PERFORMANCE SHARE AWARD GRANT NOTICE

PERFORMANCE GOALS

The number of Performance Shares that Performance-Vest and become eligible to Vest during each Performance Period shall be determined by multiplying (i) the percentage corresponding to the Company’s achievement of each of the Performance Metrics during the applicable Performance Period as set forth in the applicable table below by (ii) the Target Number of 2017 Performance Shares, or the Target Number of 2018 Performance Shares or the Target Number of 2019 Performance Shares, as applicable. In the event that the Company’s achievement of a Performance Metric falls between two Performance Goals on the applicable table below, then the number of Performance Shares that shall Performance-Vest for the applicable Performance Period shall be determined by interpolating between the nearest Performance Goals and corresponding payout levels. Capitalized terms shall have the definitions set forth in Performance Share Award Agreement.

EXHIBIT B
TO 2017 PERFORMANCE SHARE AWARD GRANT NOTICE
CONSENT OF SPOUSE

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

Dated: _______________            ___________________________________________    

Signature of Spouse