Summary of Non-Employee Directors' Compensation




 Exhibit 10.2(q) 
 Summary of Non-Employee Directors’ Compensation 
 March 2, 2009 
 The Compensation Committee has the responsibility for recommending to the Board the form and amount of compensation for non-employee directors. Directors’
compensation includes cash and stock-based incentives. Employee directors are not paid additional compensation for their services as directors. As of the date hereof, non-employee directors receive the following compensation for their services on
the Board. Directors’ compensation is subject to change from time to time. 
  

						
	 TYPE OF COMPENSATION
	  	 DESCRIPTION
	  	AMOUNT
	Annual Cash Retainer for Board Service	  	Payable to “independent” Board members, as determined by the Board in accordance with applicable rules.	  	$	45,000
			
	Annual Cash Retainer for Committee Chairs	  	Audit Committee Chair	  	$	10,000
	  	Compensation Committee Chair	  	$	5,000
	  	Nominating and Corporate Governance Committee Chair	  	$	2,000
			
	Cash Meeting Fees	  	Per in-person Board meeting attended (payable to independent directors)	  	$	2,000
	  	Per in-person Committee meeting attended (payable to applicable Committee members)	  	$	1,000
	  	Per telephonic Board meeting attended (payable to independent directors)	  	$	750
	  	Per telephonic Committee meeting attended (payable to applicable Committee members)	  	$	750
			
	Annual Equity Election In Lieu of Cash Fees	  	 •   Each independent director may elect, annually or in connection with such
director’s appointment to the Board, to receive all or a portion of such director’s cash compensation otherwise payable for such director’s services in shares of the Company’s common stock.
  
 •   These shares of common stock shall
be granted as soon as administratively practicable following the end of each of the Company’s fiscal quarters. The number of shares delivered is based on the fair market value of one share of Harte-Hanks’ common stock on the New York Stock
Exchange as of the last day of the immediately preceding quarter, in accordance with the Harte-Hanks 2005 Omnibus Incentive Plan.
	  	 
 
   
  
 
 
	Up to 100% of a
director’s cash
compensation  
 Elections may be
made in 25%
increments


  

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		  	 •   These shares of common stock shall be granted pursuant to the Company’s 2005
Omnibus Incentive Plan or any applicable future equity compensation plan that may be adopted by the Company.
  
	  	
	 2009 Annual Equity Awards
	  	 •   For the calendar year 2009, each independent director, including new director
Karen Puckett, received shares of restricted common stock, with a grant date of February 5, 2009 (the fixed date previously selected for long-term incentive awards, as described in the Company’s proxy statement) and which vest 100% on
the third anniversary of their grant date.
  
 •   The number of shares of restricted stock delivered was based on the fair market value of one share of Harte-Hanks’ common stock on the New York Stock Exchange as of the time of grant, in accordance with the
Harte-Hanks 2005 Omnibus Incentive Plan.
  
 •   These shares of restricted stock were granted pursuant to the Company’s 2005 Omnibus Incentive Plan and the other terms and conditions set forth in the applicable form of award agreement under the 2005 Omnibus
Incentive Plan.
	  	Shares equal to
$50,000
			
	Initial Equity Award for New Director Karen Puckett	  	 •   In connection with Ms. Puckett’s appointment to the Board as an independent
director in January 2009, she received (in addition to the annual award specified above) a one-time initial equity award of shares of restricted common stock, with a grant date of February 5, 2009 and which vest 100% on the third anniversary of
their grant date.
  
 •   These shares of restricted stock were granted pursuant to the Company’s 2005 Omnibus Incentive Plan and the other terms and conditions set forth in the applicable form of award agreement under the 2005 Omnibus
Incentive Plan.
  
	  	5,000 shares of
restricted stock
	 Other
	  	 •   Non-management directors may also receive compensation from time-to-time for any
service on special Board committees, site visits or other matters, as determined by the Board.
  
 •   All directors shall be reimbursed for their out-of-pocket expenses incurred in connection with their
service on the Board or any of its Committees.
	  	As applicable

  

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