EXHIBIT 10.18 Southern California Chapter of the [LOGO] Society of Industrial and Office Realtors, (R) Inc. INDUSTRIAL REAL ESTATE LEASE (MULTI-TENANT FACILITY) ARTICLE ONE: BASIC TERMS This Article One contains the Basic Terms of this Lease between...Hot Topic Inc /Ca/ • April 27th, 1999 • Retail-retail stores, nec
EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into effective as of January 22, 2001 (the "Effective Date"), by and between Hot Topic, Inc., a California corporation (the "COMPANY"), and...Employment Agreement • May 2nd, 2001 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
FORM OF HOT TOPIC, INC. NON-QUALIFIED STOCK OPTION AGREEMENTHot Topic Inc /Ca/ • October 10th, 1996 • Optical instruments & lenses • California
HOT TOPIC, INC.Hot Topic Inc /Ca/ • June 30th, 1998 • Retail-retail stores, nec
INDEMNITY AGREEMENTIndemnity Agreement • August 21st, 2012 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Indemnity Agreement (this “Agreement”) dated as of ___________, 2011, is made by and between Hot Topic, Inc., a California corporation (the “Company”), and _________________ (“Indemnitee”).
EXHIBIT E --------- GUARANTY OF LEASE ----------------- THIS GUARANTY OF LEASE (this "Guaranty") is made as of December 10, 1998, by HOT TOPIC, INC., a California corporation, (the "Guarantor"), whose address is 3410 Pomona Boulevard, Pomona,...Guaranty of Lease • April 27th, 1999 • Hot Topic Inc /Ca/ • Retail-retail stores, nec • California
Exhibit 10.13 HOT TOPIC, INC. 1996 EQUITY INCENTIVE PLAN RESTRICTED STOCK BONUS AGREEMENT THIS RESTRICTED STOCK BONUS AGREEMENT (the "Agreement") is made as of the 7th day of March, 2001, by and between Hot Topic, Inc., a California corporation (the...Restricted Stock Bonus Agreement • June 15th, 2001 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
AGREEMENT ---------Industrial Real Estate Lease • June 2nd, 2004 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores
December 23, 2008 John Kirkpatrick 18305 E. San Jose Ave. City of Industry, CA 91748Letter Agreement • March 19th, 2010 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This amended and restated employment letter agreement (the “Agreement”) with Hot Topic, Inc. (the “Company”) shall replace and supersede that certain letter agreement between you and the Company dated as of April 5, 2007 and that certain letter agreement between you and the Company dated as of April 5, 2007 (the “Prior Agreements”). The Prior Agreements are amended and restated in their entirety as set forth herein in order to, among other things, clarify the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the benefits that may be provided to you pursuant to the terms of this Agreement.
HOT TOPIC, INC. RESTRICTED STOCK BONUS AGREEMENTRestricted Stock Bonus Agreement • April 6th, 2011 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Restricted Stock Bonus Agreement (the “Agreement”) is made as of __________, _______ by and between Hot Topic, Inc., a California corporation (the “Company”), and _________________ (“Director”).
UNION BANK OF CALIFORNIA, N.A. TRUST AGREEMENTTrust Agreement • July 6th, 2006 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores
This Trust Agreement (the “Trust Agreement”) is made by and between HOT TOPIC, INC., a California corporation, (the “Employer”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (the “Trustee”), and shall be effective upon the Trustee’s receipt of the initial contribution of money or other property to be held in trust hereunder.
AGREEMENT AND PLAN OF MERGER among: HOT TOPIC, INC., a California corporation; 212F HOLDINGS LLC, a Delaware limited liability company; and HT MERGER SUB INC., a California corporation Dated as of March 6, 2013Agreement and Plan of Merger • March 8th, 2013 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 6, 2013, by and among: 212F Holdings LLC, a Delaware limited liability company (“Parent”); HT Merger Sub Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Hot Topic, Inc., a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
September 26, 2011 Mr. Mark Mizicko RE: OFFER OF EMPLOYMENT & EMPLOYMENT TERMS Dear Mark:Relocation Expense Agreement • March 22nd, 2013 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
It gives me great pleasure to present our offer of employment (the “Agreement”) as Senior Vice President, Planning and Allocation (“SVP, P&A”) with Hot Topic, Inc. (the “Company) as follows:
AGREEMENTAgreement • September 20th, 2010 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Agreement, dated as of September 19, 2010, is by and among Hot Topic, Inc., a California corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”) Matthew A. Drapkin, an individual resident of New York (“Drapkin”), and the other individuals and entities that are signatories hereto (collectively with Becker and Drapkin, the “Shareholder Group”).
RECITALS:Industrial Real Estate Lease • May 2nd, 2001 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores
HOT TOPIC, INC. STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • December 12th, 2007 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
THIS STOCK OPTION CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2007, by and between HOT TOPIC, INC., a California corporation (the “Company”), and [ ] (“Optionholder”).
18305 E. San Jose Ave City of Industry, CA 91748 Office: 626-839-4681 Fax: 626-581-0398 Email: hottopic.com EVERYTHING ABOUT THE MUSICHot Topic Inc /Ca/ • January 27th, 2006 • Retail-apparel & accessory stores • California
This letter sets forth the terms and conditions of our agreement (the Agreement) regarding your separation of employment with Hot Topic Inc. (the Company). You and the Company hereby agree as follows:
HOT TOPIC, INC. INCENTIVE STOCK OPTION AGREEMENT (Facing Page)Hot Topic • June 15th, 2006 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
FOR GOOD AND VALUABLE CONSIDERATION, Hot Topic, Inc., a California corporation (the “Company”), hereby irrevocably grants to the Optionholder named below an incentive stock option (the “Option”) to purchase any part or all of the specified number of shares of its Common Stock upon the terms and subject to the conditions set forth in this Option Agreement, at the specified purchase price per share without commission or other charge. The Option is granted pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”) and the Standard Terms and Conditions Relating to Incentive Stock Options (the “Terms and Conditions”) promulgated under the Plan. The terms of the Plan and the Terms and Conditions are hereby incorporated herein by reference and made a part of this Option Agreement. As used herein and in the Plan, the “Option Agreement” shall mean this Facing Page and the Terms and Conditions as incorporated herein.
November 24, 2008 Jim McGinty 18305 E. San Jose Ave. City of Industry, CA 91748 RE: EMPLOYMENT TERMS Dear Jim:Employment Letter Agreement • November 25th, 2008 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This amended and restated employment letter agreement (the “Agreement”) with Hot Topic, Inc. (the “Company”) shall replace and supersede that certain letter agreement between you and the Company dated January 23, 2003 and that certain letter agreement between you and the Company dated August 14, 2000 (the “Prior Agreements”). The Prior Agreements are amended and restated in their entirety as set forth herein in order to, among other things, clarify the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) to the benefits that may be provided to you pursuant to the terms of this Agreement.
HOT TOPIC, INC. CONSULTING SERVICES AGREEMENT For Independent ContractorsConsulting Services Agreement • January 27th, 2006 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This agreement (“Agreement”) is made as of January 27, 2006, by and between Hot Topic, Inc. (“Hot Topic”), a California corporation having its headquarters located at 18305 E. San Jose Ave., City of Industry, CA 91748, and Patricia Van Cleave, an individual (“Consultant”).
fir HOT TOPIC, INC. NONSTATUTORY STOCK OPTION AGREEMENT (Facing Page)Fir • June 15th, 2006 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
FOR GOOD AND VALUABLE CONSIDERATION, Hot Topic, Inc., a California corporation (the “Company”), hereby irrevocably grants to the Optionholder named below a nonstatutory stock option (the “Option”) to purchase any part or all of the specified number of shares of its Common Stock upon the terms and subject to the conditions set forth in this Option Agreement, at the specified purchase price per share without commission or other charge. The Option is granted pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”) and the Standard Terms and Conditions Relating to Nonstatutory Stock Options (the “Terms and Conditions”) promulgated under the Plan. The terms of the Plan and the Terms and Conditions are hereby incorporated herein by reference and made a part of this Option Agreement. As used herein and in the Plan, the “Option Agreement” shall mean this Facing Page and the Terms and Conditions as incorporated herein.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 21st, 2012 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Amended and Restated Executive Employment Agreement (“Agreement”) is made and entered into as of the ___ day of _________, 2012 (the “Effective Date”) by and between Hot Topic, Inc. (the “Company”), and Lisa Harper (“Executive”). As of the Effective Date, this Agreement amends, restates and supersedes in its entirety the Executive Employment Agreement previously entered into between the Company and Executive dated March 21, 2011 (the “Prior Agreement”) The Company and Executive are hereinafter collectively referred to as the “Parties", and individually referred to as a “Party". This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company, including but not limited to the Prior Agreement.
Re: Third Amendment to Amended and Restated Employment Letter AgreementLetter Agreement • November 20th, 2012 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores
This letter is to confirm our mutual understanding with respect to your future plans and the transition which necessarily will occur as a result of them. As such, this letter will be considered a third amendment to your employment agreement with the company (the “Agreement”), which remains in full force and effect.
E x h i b i t 1 0 . 1 aRelocation Expense Agreement • May 21st, 2010 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
It gives me great pleasure to present our offer of employment as Chief Merchandising Officer (“CMO”) of our Hot Topic division with Hot Topic, Inc. (the “Company”). The following employment terms and conditions are included in this employment letter agreement (the “Agreement”):
HOT TOPIC, INC. PERFORMANCE SHARE AWARD CANCELLATION AGREEMENTPerformance Share Award Cancellation Agreement • December 18th, 2008 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
THIS PERFORMANCE SHARE AWARD CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2008, by and between HOT TOPIC, INC., a California corporation (the “Company”), and [ ] (“Award Recipient”).
HOT TOPIC, INC. PERFORMANCE SHARE AWARD CANCELLATION AGREEMENTPerformance Share Award Cancellation Agreement • June 9th, 2010 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Performance Share Award Cancellation Agreement (this “Agreement”) is made and entered into as of June 8, 2010, by and between Hot Topic, Inc., a California corporation (the “Company”), and Elizabeth McLaughlin (“Award Recipient”).
HOT TOPIC, INC. 18305 East San Jose Ave. City of Industry, California 91748Employment Letter Agreement • April 6th, 2011 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This amendment (this “Amendment”) to your Amended and Restated Employment Letter Agreement (the “Agreement”) with Hot Topic, Inc. (the “Company”), dated November 24, 2008, amends the terms and conditions of the Agreement to the extent provided herein. From and after the execution of this Amendment by the parties hereto, this Amendment shall form a part of the Agreement for all purposes and any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. Except as specifically amended as set forth herein, each term and condition of the Agreement shall remain unchanged and continue in full force and effect.
HOT TOPIC, INC. 18305 East San Jose Ave. City of Industry, California 91748Letter Agreement • May 23rd, 2012 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This second amendment (this “Second Amendment”) to your Amended and Restated Employment Letter Agreement (the “Agreement”) with Hot Topic, Inc. (the “Company”), dated November 24, 2008, as first amended as of March 21, 2011, amends the terms and conditions of the Agreement to the extent provided herein. From and after the execution of this Second Amendment by the parties hereto, this Second Amendment shall form a part of the Agreement for all purposes and any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. Except as specifically amended as set forth herein, each term and condition of the Agreement shall remain unchanged and continue in full force and effect.
January 31, 2013 (Personally Delivered) James McGinty 18305 E. San Jose Avenue City of Industry, CA 91748 Re: Fourth Amendment to Amended and Restated Employment Letter Agreement Dear Jim,Hot Topic Inc /Ca/ • March 22nd, 2013 • Retail-apparel & accessory stores • California
This letter is to confirm our mutual agreement with respect to your termination. As such, this letter will be considered a fourth amendment (this “Amendment”) to your amended and restated employment letter agreement with the company (the “Agreement”), which otherwise remains in full force and effect. For good and valuable consideration, the sufficiency of which you hereby acknowledge, you and the Company hereby agree as follows:
SUPPORT AGREEMENTSupport Agreement • March 8th, 2013 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
SUPPORT AGREEMENT (this “Agreement”), dated as of March 6, 2013, is by and among 212F Holdings LLC, a Delaware limited liability company (“Parent”), HT Merger Sub Inc., a California corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and [SHAREHOLDER] (“Shareholder”).
AGREEMENTAgreement • September 20th, 2010 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Agreement, dated as of September 19, 2010, is by and among Hot Topic, Inc., a California corporation (the “Company”), and the individuals and entities that are signatories hereto (collectively, the “Shareholder Group”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 20th, 2005 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of June 15, 2005, (the “Effective Date”) is entered into by CRESCENT RESOURCES, LLC, a Georgia limited liability company (“Seller”), and HOT TOPIC TENNESSEE, INC., a California corporation (“Buyer”). Buyer and Seller are sometimes referred to individually as a “Party” or collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENT21a Executive Employment Agreement • April 6th, 2011 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
This Executive Employment Agreement (“Agreement”) is made and entered into this 21st day of March, 2011 (the “Effective Date”) by and between Hot Topic, Inc. (the “Company”), and Lisa Harper (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties", and individually referred to as a “Party". This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.
HOT TOPIC, INC. STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • July 8th, 2008 • Hot Topic Inc /Ca/ • Retail-apparel & accessory stores • California
THIS STOCK OPTION CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2008, by and between HOT TOPIC, INC., a California corporation (the “Company”), and Elizabeth McLaughlin (“Optionholder”).
Dear Chris,Hot Topic Inc /Ca/ • February 1st, 2011 • Retail-apparel & accessory stores • California
This letter sets forth the terms and conditions of our agreement (the “Agreement”) regarding your separation of employment with Hot Topic, Inc. (the “Company”). This Agreement will become effective on the date specified in Section 13, below. Once effective, this Agreement shall supersede the Amended and Restated Employment Letter Agreement dated November 24, 2008 between you and the Company, except as specifically noted herein. You and the Company hereby agree as follows:
