Exhibit 10.4



 






Exhibit 10.4




FORM OF INCENTIVE STOCK OPTION AGREEMENT




     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section
1), by and between the Participant and Harris Interactive Inc. (the “Company”);



WITNESSETH THAT:




     WHEREAS, the Company maintains the Harris Interactive Inc. Long-Term
Incentive Plan (the “Plan”), which is incorporated into and forms a part of
this Agreement, and the Participant has been selected by the committee
administering the Plan (the “Committee”) to receive an Incentive Stock Option
Award under the Plan;



     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:



     1. Terms of Award. The following terms used in this Agreement shall have
the meanings set forth in this Section 1:



     (a) The “Participant” is    .



     (b) The “Grant Date” is    .



     (c) The number of “Covered Shares” shall be    shares of Stock.



     (d) The “Initial Exercise Date” is the one-year anniversary of the Grant
Date.



     (e) The “Exercise Price” is $  per share.


Other terms used in this Agreement are defined in Section 9 and elsewhere in
this Agreement.




     2. Award and Exercise Price. The Participant is hereby granted an option
(the “Option”) to purchase the number of Covered Shares of Stock at the
Exercise Price per share as set forth in Section 1. The Option is intended to
qualify as an “Incentive Stock Option,” as defined in the Plan and in Section
422(b) of the Code. To the extent, however, that the aggregate Fair Market
Value of Stock (determined at the time of the Grant Date) with respect to which
Incentive Stock Options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and all Related
Companies) exceeds $100,000, such options shall be treated as Non-Qualified
Stock Options, to the extent required by Section 422 of the Code.



     3. Date of Exercise. The Option shall become exercisable with respect to:



          (a) 1/4th of the Covered Shares as of the Initial Exercise Date; and



          (c) 1/48th of the Covered Shares as of the end of
each of the next 36 calendar months thereafter,



 









 




provided, however, that to the extent that the Option has not become
exercisable on or before the Participant’s Date of Termination, such Option
shall no longer become exercisable in accordance with the foregoing schedule as
of any date subsequent to the Participant’s Date of Termination except as
provided in the immediately following paragraph. Exercisability under this
schedule is cumulative, and after the Option becomes exercisable under the
schedule with respect to any portion of the Covered Shares, it shall continue
to be exercisable with respect to that portion, and only that portion, of the
Covered Shares until the Expiration Date (described in Section 4 below).




     Notwithstanding the foregoing provisions of this Section 3, the Option
shall become immediately exercisable with respect to all of the Covered Shares
(whether or not previously vested) upon the occurrence of either (i) the
Participant’s Date of Termination by reason of the Participant’s death or
Disability if such Date of Termination is after the Initial Exercise Date, or
(ii) the date of a Change in Control if the Participant’s Date of Termination
does not occur before such Change in Control.



     4. Expiration. The Option, to the extent not theretofore exercised, shall
not be exercisable on or after the Expiration Date. The “Expiration Date” shall
be earliest to occur of:



     (a) the ten-year anniversary of the Grant Date;



     (b) if the Participant’s Date of Termination occurs by reason of
Disability or death, the one-year anniversary of such Date of Termination;



     (c) if the Participant’s Date of Termination occurs for reasons other than
death or Disability, thirty days after the Date of Termination; and



     (d) the date of any breach by Participant of his or her obligations under
Section 8 of this Agreement.


In the event of the Participant’s death while in the employ of the Company, the
Participant’s executors or administrators (or the person or persons to whom the
Participant’s rights under the Option shall have passed by the Participant’s
will or by the laws of descent and distribution) may exercise, any unexercised
portion of the Option to the extent such exercise is otherwise permitted by
this Agreement.




     Any Option exercised subsequent to the Participant’s Date of Termination
as permitted hereunder shall be exercisable only to the extent vested at the
time of the Participant’s Date of Termination, regardless of the reason for the
termination, and no extension of time beyond the Participant’s Date of
Termination shall permit exercise beyond the date such Option would otherwise
expire if no termination had occurred.



     5. Method of Option Exercise. The Option may be exercised in whole or in
part by filing a written notice with, and which must be received by, the
Secretary of the Company at its corporate headquarters prior to the Expiration
Date. Such notice shall (a) specify the number of shares of Stock which the
Participant elects to purchase; provided, however, that not less than one
hundred (100) shares of Stock may be purchased at any one time unless the
number purchased is the total number of shares available for purchase at that
time under the Option, and (b) be accompanied by payment of the Exercise Price
for such shares of Stock indicated by the Participant’s election. Payment
shall be by cash or by check payable to the Company, or, at the discretion of
the Committee at any time: (a) all or a portion of the Exercise Price may be
paid by the Participant by delivery of shares of Stock acceptable to the
Committee (including, if the Committee so approves, the withholding of shares
otherwise issuable upon exercise of the Option) and having an aggregate Fair
Market Value (valued as of the date of exercise) that is equal to the amount of
cash



 









 







that would otherwise be required; and (b) the Participant may pay the
Exercise Price by authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of the Option and
remit to the Company a sufficient portion of the sale proceeds to pay the
entire Exercise Price and any tax withholding resulting from such exercise.



     6. Withholding. All distributions under this Agreement are subject to
withholding of all applicable taxes. At the election of the Participant, and
subject to such rules as may be established by the Committee, such withholding
obligations may be satisfied through the surrender of shares of Stock which the
Participant already owns, or to which the Participant is otherwise entitled
under the Plan.



     7. Transferability. The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant’s life, may be exercised only by the
Participant or the Participant’s legal guardian or legal representative.



     8. Non-Competitive Agreement. In consideration of, and as a condition to,
the grant of the Option and in consideration of the other rights and privileges
of a Participant of the Company, Participant agrees that during the term of
Participant’s employment or other contractual relationship giving rise to
Participant’s services on behalf of the Company, he shall not, directly or
indirectly, as a director, officer, employee, agent, partner or equity owner
(except as owner of less than 1% of the shares of the publicly traded stock of
a corporation) of any entity, compete in any manner with the Company.
Furthermore, Participant agrees that, for a period of one year after voluntary
termination of his employment or other contractual relationship giving rise to
Participant’s services on behalf of the Company, Participant shall not,
directly or indirectly, as a director, officer, employee, agent, partner or
equity owner (except as owner of less than 1% of the shares of the publicly
traded stock of a corporation) of any entity, solicit or otherwise deal in any
way with any of the clients or customers of the Company as of the time of his
voluntary termination (including any client to whom the Company has sold
services or products in the two years prior to termination and any prospective
client or customer for whom a bid has been prepared within the previous six
months) with respect to any services or products competitive with those of the
Company. Participant acknowledges that the Company’s legal remedies for a
breach of this provision shall be inadequate and that the Company shall be
entitled to obtain injunctive relief to enforce this provision.



     9. Definitions. For purposes of this Agreement, the terms listed below
shall be defined as follows:



     (a) Date of Termination. The Participant’s “Date of Termination” shall be
the first day occurring on or after the Grant Date on which the Participant’s
employment with the Company and all Related Companies terminates for any
reason; provided that a termination of employment shall not be deemed to occur
by reason of a transfer of the Participant between the Company and a Related
Company or between two Related Companies; and further provided that the
Participant’s employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Related Company
approved by the Participant’s employer. If, as a result of a sale or other
transaction, the Participant’s employer ceases to be a Related Company (and the
Participant’s employer is or becomes an entity that is separate from the
Company), the occurrence of such transaction shall be treated as the
Participant’s Date of Termination caused by the Participant being discharged by
the employer.



     (b) Disability. Except as otherwise provided by the Committee, the
Participant shall be considered to have a “Disability” during the period in
which the Participant is unable, by reason of a medically determinable physical
or mental impairment, to engage in any substantial gainful activity, which



 









 







condition, in the opinion of a physician selected by the Committee, is
expected to have a duration of not less than 120 days.



     (c) Retirement. “Retirement,” as defined by the Company’s applicable
retirement plan, or if not formalized under a plan, by the Company’s policies
and procedures.



     (d) Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.



     10. Heirs and Successors. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person or entity acquiring, whether by merger, consolidation, purchase of
assets or otherwise, all or substantially all of the Company’s assets and
business. In the event of the Participant’s death prior to exercise of this
Award, the Award may be exercised by the estate of the Participant to the
extent such exercise is otherwise permitted by this Agreement. Subject to the
terms of the Plan, any benefits distributable to the Participant under this
Agreement that are not paid at the time of the Participant’s death shall be
paid at the time and in the form determined in accordance with the provisions
of this Agreement and the Plan, to the beneficiary designated by the
Participant in writing filed with the Committee in such form and at such time
as the Committee shall require. If a deceased Participant fails to designate a
beneficiary, or if the designated beneficiary of the deceased Participant dies
before the Participant or before complete payment of the amounts distributable
under this Agreement, the amounts to be paid under this Agreement shall be paid
to the legal representative or representatives of the estate of the last to die
of the Participant and the beneficiary. Neither the benefits or obligations
under this Agreement may be transferred or assigned by Participant except as
otherwise expressly provided herein or in the Plan.



     11. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.



     12. Plan Definitions. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the
Plan, a copy of which may be obtained by the Participant from the office of the
Secretary of the Company.



     13. Amendment. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.



     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE
PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN THIRTY (30) DAYS AFTER THE GRANT
DATE.



     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Participant	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 
	 	 	Name:	 	 
	

	 	 	 	
	 	 	 	 







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Harris Interactive Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	

	

	 	Its: