exv10w2







Exhibit 10.2




     This Agreement (“Agreement”) is made and entered into as of this 28th day of
September, 2010 by and between Harris Interactive Inc. (together with its affiliates, “Harris”) and
George Terhanian (“Terhanian”).



     WHEREAS, Harris and Terhanian are parties to that certain employment agreement, effective as
of September 1, 2007, as amended on April 30, 2008 and December 16, 2008 (the “Employment
Agreement”);



     WHEREAS, Terhanian has informed Harris that he will be joining Toluna Inc. (together with its
affiliates, “Toluna”);



     WHEREAS, pursuant to Section 5.2 of the Employment Agreement, Terhanian is subject to certain
non-competition obligations (the “Non-Compete Obligations”); and



     WHEREAS, the parties desire to avoid a dispute as to whether Terhanian’s employment with
Toluna violates the Non-Compete Obligations.



     NOW, THEREFORE, in consideration of the agreements, promises and warranties set forth herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



     1. Voluntary Termination of Employment. The parties acknowledge and agree that
Terhanian voluntarily terminated his employment with Harris, effective September 29, 2010, without
“Good Reason”, as defined in the Employment Agreement.



     2. Covenants of Terhanian




     a. For a period of one year after Terhanian’s last day of employment with Harris (the
“Termination Date”), Terhanian shall not, directly or indirectly, participate in or
otherwise be connected or associated with, the provision of full-service market research,
such as the analysis or interpretation of collected data in a manner that would be
competitive with the value-added consulting services offered by Harris (a “Prohibited
Activity”). For example, providing consulting services to a client on actions it might take
to gain more market share based on the analysis of collected data would constitute a
Prohibited Activity.




     b. Terhanian hereby ratifies and reaffirms his post-termination obligations set forth
in Section 5.3 of the Employment Agreement regarding, among others, confidentiality and the
assignment and transfer of intellectual property adopted or conceived by Terhanian solely or
jointly with others while employed at Harris, in accordance with the terms of such Section.




     c. Terhanian hereby ratifies and reaffirms his post-termination obligations set forth
in Section 8 of his stock option agreements with grant dates of October 25, 1999, August 12,
2002 and May 24, 2005, and Section 8(b)(ii) of his stock option agreements with grant dates
of August 31, 2007 and February 17, 2009, regarding, among others, the non-solicitation of
Harris’ clients and prospects, in accordance with the terms of such Sections.




     d. Terhanian hereby ratifies and reaffirms his post-termination obligations set forth
in Section 5.2(c) of the Employment Agreement and Section 8(b)(iii) of his stock option
agreements with grant dates of August 31, 2007 and February 17, 2009 regarding, among
others, the non-solicitation of Harris’ employees, in accordance with the terms of such
Sections.



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     e. Terhanian agrees that he will (a) return to Harris, on or prior to the Termination
Date, all Harris property in his possession, including, but not limited to, all confidential
or proprietary information (in whatever form, including without limitation, electronic
format, computer disk or paper copies), credit cards, computer equipment, and all of the
tangible and intangible property belonging to Harris, and (b) not retain any copies,
electronic or otherwise, of such property following the Termination Date.



     3. Agreement Not to Challenge Employment with Toluna. Harris agrees not to challenge
Terhanian’s employment with Toluna as constituting a violation of the Non-Compete Obligations;
provided, however, such agreement is not intended to, and shall not be construed to act as a
waiver, release or discharge of the Non-Compete Obligations with respect to any other employment or
activities; provided, further, such agreement shall be of no further force or effect if Terhanian
violates any of the covenants set forth in Section 2 herein.



     4. Governing Law. This Agreement will be governed by the internal laws of the State of
New York applicable to contracts to be performed wholly within the state and without giving effect
to choice of law principles.



     5. No Waiver. The waiver of a breach of any term or condition of this Agreement will
not serve to waive any other breach of that term or condition, or of any other term or condition,
unless agreed by the parties in writing.



     6. Severability. In the event that any one or more of the provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remainder of this Agreement shall not in any way be affected or impaired thereby and any such
provision or provisions shall be enforced to the fullest extent permitted by law.



     7. Amendments. This Agreement may not be amended or modified orally, and no amendment
or modification shall be binding unless it is in writing and signed by both parties.



     8. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original and both of which together shall constitute the same instrument.



     IN WITNESS WHEREOF, Harris and Terhanian have executed this Agreement as of the date
first written above.



	 	 	 	 	 	 	 

	HARRIS INTERACTIVE INC.

	 	GEORGE TERHANIAN	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Marc H. Levin
 

	 	/s/ George Terhanian
 

	 	 
	 

	 	Marc H. Levin	 	 	 	 
	 

	 	EVP, General Counsel & Corporate Secretary	 	 	 	 






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