EX-10.5






Exhibit 10.5








March 24, 2009



Enzo Micali



Dear Enzo,



We are delighted to present you with this offer to join Harris Interactive!



Our people, individually and collectively, are critical to our success, and one of our strategic
business objectives focuses specifically on cultivating a strong, informed, engaged, and committed
team. We believe you can contribute to and be a vital part of our success.



The specifics of our offer to you are as follows:





	 	•	 	Your position will be Global Executive Vice President, Operations and Technology,
reporting to Kimberly Till, Chief Executive Officer.
	 
	 	•	 	Your start date will be March 31, 2009.
	 
	 	•	 	Your starting salary will be $295,000 per year, earned and payable on a bi-weekly basis
of approximately $11,346, prior to any payroll deductions.
	 
	 	•	 	Your performance and salary will be reviewed annually. You will be eligible to be
considered for a salary increase in the Company’s regular review cycle. To the extent
merit increases are granted, eligibility will be based on your individual performance.
	 
	 	•	 	For each fiscal year ending on June 30, you are eligible to receive a target annual
bonus as part of the Corporate Bonus Plan of up to 40% of your starting salary. In lieu
of the normal calculation for the fiscal year ending June 30, 2009, you will receive a
guaranteed bonus of $30,065. For succeeding fiscal years, your bonus will be calculated
as provided by the Corporate Bonus Plan. The Compensation Committee of the Board of
Directors retains discretionary authority over all bonus awards except for your guaranteed
first year bonus, and establishes metrics and objectives for the Corporate Bonus Plan
annually. By way of illustration only because your fiscal 2009 bonus is guaranteed, in
fiscal 2009 bonuses under the Corporate Bonus Plan generally are contingent upon the
Company’s achievement of adjusted EBITDA targets. Declared bonuses are paid within 75
days after the end of the fiscal year to persons who remain employed at the time of
payment.
	 
	 	•	 	You are eligible for 20 days of vacation, which accrue at 6.153 hours per pay period.
	 
	 	•	 	Subject to approval by the Compensation Committee of the Board of Directors, you will
have the option to purchase 200,000 shares of Harris Interactive Inc. common stock under
the terms and conditions more fully described in the enclosed stock option agreement. The
option price will be the fair market price of our stock on the grant date. The company’s
regular quarterly grants are made at the close of trading on the later of (i) the
15th day of the second month of the fiscal quarter and (ii) one week after the
Company’s quarterly earnings release. If the day falls on a non business day, the fair
market price will be the next business day.




 









 






	 	•	 	Should the Company terminate your employment on or before March 30, 2010, except after
a Change in Control, for any reason other than for “cause” you will receive severance
payments equal to six months of your base salary, paid in bi-weekly payments, as well as
continued contribution toward health care benefits. If continued health care coverage is
unavailable, cash payments at the same level as the Company’s payments toward health
coverage immediately prior to your termination will be made. Should the Company terminate
your employment after March 30, 2010, or at any time terminate your employment after a
Change in Control, for any reason other than for “cause” you will receive severance
payments equal to twelve months of your base salary, paid in bi-weekly payments with
continued contribution toward health care benefits as outlined above. Severance payments
are contingent upon your adherence to the Company’s confidentiality and non-compete
agreements, and execution of a release of any claims in favor of the Company. For
purposes of this letter, a “Change in Control” means any circumstance has occurred of a
nature that would be required to be reported in a proxy statement with respect to the
Company (even if the Company is not actually subject to said reporting requirements) in
response to Item 6(e) (or any comparable or successor Item) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), except that any merger, consolidation or corporate reorganization in which the
owners of the Company’s capital stock entitled to vote in the election of directors (the
“Voting Stock”) prior to said combination receive 75% or more of the resulting entity’s
Voting Stock shall not be considered a Change in Control.
	 
	 	•	 	Either before or after a Change in Control, if you voluntarily leave the Company within
the one-year period after the Company or successor to the Company changes your reporting
relationship so that you no longer report directly to the Chief Executive Officer of the
Company or successor to the Company, or your duties and responsibilities are substantially
changed, then your termination shall be treated in the same manner as if you had been
terminated without “cause” and you shall be entitled to severance benefits as outlined
above.
	 
	 	•	 	You will be eligible for the standard benefits Harris Interactive offers to similarly
situated employees. For any period between March 30, 2009 and the date on which coverage
is provided under the Company’s health insurance plans, the Company will reimburse you for
the cost of continuing any pre-existing COBRA coverage you may have (up to a maximum of
the same amount as the Company would have paid for coverage under Company plans during the
same period).




All payments under this agreement shall be subject to any required withholding of federal, state
and local taxes pursuant to any applicable law or regulation.



Please note that as part of our selection process, we conduct reference and background checks on
all candidates, as well as review any potential limitations resulting from non-compete agreements
you may have signed with previous employers. This employment offer is contingent upon successful
completion of your reference and background checks, review of any non-compete agreements, and your
ability to present appropriate documentation to prove your eligibility to work in the United
States. Harris Interactive is an Equal Opportunity Employer.



Your employment at Harris Interactive is “at will”, which means that the employment relationship
between you and the company may be terminated at any time, by either you or Harris Interactive, for
any reason not expressly prohibited by law.



As Global Executive Vice President, Operations and Technology, your services will be of a special,
unique, extraordinary and intellectual character, and your position with the Company will place you
in a position of confidence and trust with respect to the employees, technology,


 









 






methodologies, and clients, of the Company. Our business, clients and employees are located
throughout the world and accordingly, it is reasonable that the restrictive covenants set forth
below are not limited by specific geographic area but rather by the location of the Company’s
business, employees, clients and potential clients. In the course of your employment with the
Company, you will develop a personal acquaintanceship and relationship with the Company’s employees
and clients, and a knowledge of their affairs and requirements, as well as the Company’s
technologies, methodologies, and operations. You acknowledge that the Company’s relationships with
its employees and established clientele, and its technologies, methodologies, and operations will
therefore be placed in your hands in confidence and trust. By accepting a position with the
Company, you consequently agree that it is reasonable and necessary for the protection of the
goodwill and business of the Company that you make the covenants contained herein; that the
covenants are given as an integral part of and incident to the Company’s agreement to employ you,
that there is adequate consideration for such covenants (including without limitation the benefits
provided by this Agreement such as the Company’s willingness to pre-commit to severance payments
under circumstances outlined above), and that in making its decision to offer you the benefits
outlined above the Company relied upon and was induced by the covenants made by you in this letter.
The restrictions in this letter are in addition to and apart from the restrictions you may be
subject to in any other agreement, such as for example, but not limited to, any existing stock
option agreements. Accordingly, by accepting employment with the Company you agree:





	 	•	 	during the Restriction Period (defined below) you shall not, directly or indirectly,
including without limitation on behalf of, for the benefit of, or in conjunction with, any
other person or entity:






	 	o	 	solicit, assist, discuss with or advise, influence, induce or otherwise
encourage in any way, any employee of Company (including particularly but without
limitation any employee who reported to or through you) to terminate such
employee’s relationship with Company for any reason, or assist any person or entity
in doing so,
	 
	 	o	 	employ, assist or have involvement with any other person in connection
with, engage or otherwise contract with any employee or former employee of Company
in a Competing Business (defined below) or any other business unless such former
employee shall not have been employed by Company for a period of at least one year
and no solicitation prohibited hereby shall have occurred prior to the end of such
one year period, or
	 
	 	o	 	interfere in any manner with the relationship between any employee and
Company, and






	 	•	 	during the Restriction Period, you shall not, directly or indirectly engage in any
activity or business competitive in any manner with the activities or business of the
Company or directly or indirectly, including without limitation on behalf of, for the
benefit of, or in conjunction with, any other person or entity: own, manage, operate,
join, control, participate in, invest in, solicit business or clients for, or otherwise be
connected or associated with, in any manner (including, without limitation, as an officer,
director, employee, distributor, independent contractor, independent representative,
partner, consultant, advisor, principal, agent, proprietor, trustee or investor) any
Competing Business (defined below); provided, however, that that ownership of 4.9% or less
of the stock or other securities of a corporation, the stock of which is listed on a
national securities exchange, shall not constitute a breach of this section, so long as
you do not in fact have the power to control, or direct the management of, or are not
otherwise engaged in activities with, such Competing Business.




 









 












For purposes of this letter, the term “Competing Business” shall mean any business or
venture whose business is substantially similar to the whole or any significant part of the
business conducted by Company, and which is in material competition with the Company. The
“Restriction Period” is six months if the termination date of your employment is through and
including March 30, 2010 and no Change in Control has occurred, and twelve months if a
Change of Control has occurred or if the termination date of your employment is on or after
March 31, 2010, in each case whether your employment with the Company is terminated
voluntarily or involuntarily, or for any reason.


In accepting employment with the Company, you also agree not to directly or indirectly use or
disclose to any other person, business, or legal entity, any of the Company’s confidential,
proprietary, or trade secret information, including, but not limited to, employee information,
customer lists, customer information, processes and techniques, product information and plans,
sales techniques, pricing, strategies, and financial, marketing, or other internal business
information. You also acknowledge that Company’s reputation is important in the continued success
of its business, and agree that you will not discuss or comment in such a manner as may adversely
impact the reputation or public perception, or otherwise disparage, Company or its officers,
employees, or directors in any manner; provided, however, that you may make such disclosures as may
be required by law. For its part, Company acknowledges that your reputation is important to your
continued success. Company agrees that it will not disparage or otherwise discuss or comment about
you in such a manner as may adversely impact your reputation; provided, however, that Company may
make such disclosures as may be required by law.



The Company understands that you may be subject to restrictions related to solicitation of persons
employed or formerly employed by your former employer. You agree to abide by such restrictions.
If claims are made against you for violation of such non-solicitation restrictions due to any
action by the Company or its employees in which you are not involved, the Company will indemnify
and hold your harmless against losses and liabilities in connection therewith, including the
reasonable costs of defense provided that you give the Company the opportunity to control such
defense and pre-approve any settlement of any indemnified claim.



The restrictions in this letter are in addition to and apart from the restrictions you may be
subject to in any other agreement, such as for example, but not limited to, any stock option
agreements.



By accepting employment, you agree that (i) the Company is entitled to an injunction in the event
of a breach of this Agreement, and (ii) in addition to its rights to terminate benefits under this
letter and any other legal rights it may have, the Company may advise third parties of the
restrictions contained in this letter in connection with protection of its rights hereunder. To
the extent that any portion of the agreements you make in this letter are found to be legally
unenforceable, enforcement shall be given to the greatest extent legally permissible.



This letter shall be governed by New York law. In the event of any breach of, or dispute related
to, this agreement, the prevailing party shall be entitled to recover its reasonable attorneys fees
and disbursements from the other.



If you are in agreement with the terms of this offer, please sign one copy of this letter and we
will arrange to have the Company’s standard Welcome Kit sent to you with additional documentation
for your review and signature.



Once you have accepted this job offer, we can discuss transition plans.




 









 







Enzo, we are very pleased to make this offer to you. Please contact me if you have any questions
about Harris Interactive or the specifics of this employment offer. We look forward to you joining
the Harris Interactive team.



Sincerely,



/s/ Kimberly Till




Kimberly Till

Chief Executive Officer

Harris Interactive Inc.



I accept this offer of employment as outlined above.




	 	 	 	 	 	 	 
	/s/ Enzo Micali

	 	 	 	3/25/09
	 	 
	 
	 	 	 	 	 	 
	     Enzo Micali

	 	 	 	Date