Hawkins- Audit Committee Charter 2-08

Hawkins, Inc. Charter of the Audit Committee of the Board of Directors Adopted on February 6, 2008 Purpose The purpose of the Audit Committee (the “Audit Committee”) of the board of directors (the “Board”) of Hawkins, Inc. (the “Company”) is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. Composition The Audit Committee shall consist of at least three directors appointed by, and serving at the discretion of, the Board, each of whom: (a) shall be “independent” as that term is defined under the listing standards of the NASDAQ Stock Market; (b) shall meet the criteria of independence under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules adopted by the Securities and Exchange Commission (the “SEC”) pursuant to the Sarbanes-Oxley Act; (c) shall be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment; (d) shall not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the three years prior to such member’s appointment to the Audit Committee; and (e) shall be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one member of the Audit Committee shall have past ...