Item 1.01. Entry into a Material Definitive Agreement

On August 5, 2009, the Board of Directors of Hawkins, Inc. (the "Company") and John S. McKeon, Chairman of the Board, agreed to amend the compensation arrangement relating to Mr. McKeon's provision of consulting services to the Company. This arrangement is separate from the compensation paid to Mr. McKeon for his service as Chairman of the Board which was not revised at this time. As amended, the compensation arrangement for Mr. McKeon's consulting services provides as follows:

• Mr. McKeon will be paid $6,250 per month for providing ongoing consulting services on certain strategic and organizational matters identified by the Chief Executive Officer of the Company.

• Mr. McKeon may be paid up to an additional $5,000 in any given month based on providing additional consulting services, as identified by the Chief Executive Officer.

• Mr. McKeon will be reimbursed for all business expenses incurred pursuant to his providing consulting services to the Company.

• Mr. McKeon will continue to report to the Audit Committee or the Company's Board of Directors on a regular basis regarding the services he provides to the Company pursuant to the foregoing arrangement.

Either the Company or Mr. McKeon can terminate this arrangement at any time.

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