(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 Companys 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. 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 Companys other executive officers and
directors, a copy of which is filed as Exhibit 10.28 to the
Companys 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 Companys named executive officers under the Companys 2013
Equity Incentive Award Plan. to the Performance Share awards,
each executive is eligible to earn, vest in, and receive a number
of shares of the Companys 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 Companys 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 Companys 2017 fiscal year running from January 1, 2017
through December 30, 2017 (the 2017 Performance Period), the
second consisting of the Companys 2018 fiscal year running from
on December 31, 2017 through December 29, 2018 (the 2018
Performance Period) and the third consisting of the Companys 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 Companys 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:

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, 50% 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 Companys achievement of the Performance
Metrics will vest in full on January 2, 2020, subject to the
executives continued service. Any Performance Shares that remain
unvested as of the date on which an executives 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 Companys 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 Companys 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 Companys 2017 corporate performance bonus program is
structured to the cash-performance award provisions of the
Companys 2013 Equity Incentive Award Plan. The Companys 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 Companys 2017 fiscal year running
from January 1, 2017 through December 30, 2017. The target awards
amounts for the named executive officers are as follows:

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 executives continued service through the date of
payment. Furthermore, bonus amounts are subject to the
Compensation Committees 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.

(d) Exhibit