exv10w4w23





Exhibit 10.4.23




Private & Confidential




Personal to Addressee Only




7 May 2009



Robert Salvoni



Dear Robert,



Offer of Appointment:      Managing Director, Europe



Following your recent interviews, I have pleasure in offering you a full time, permanent position
with Harris Interactive UK Ltd (the “Company”) as, Managing Director, Europe.





	 	1.	 	Place of Work

You will be based at our Brentford office, although you may be required to work at / or
relocate to such other place of work as may be directed by the Company from time to time.
	 
	 	2.	 	Date of Commencement

You will take up the position on 15 May 2009.
	 
	 	 	 	Due to Government legislation, the Company requires that you submit one of the following
original documents: P45, or Government documentation that details your National Insurance
number. In addition to check your eligibility to work in the UK you must provide us with
your original passport together with any permits or other documents showing your entitlement
to work in the UK. These documents must be produced to the undersigned on your first day of
joining. You will be unable to commence employment until we have seen the original
documentation, taken copies where appropriate and the Company is satisfied that you have a
right to work in the UK.
	 
	 	 	 	Additionally, the Company requires you to bring your original academic and professional
qualifications along with you on your first day. A copy will be retained on your HR
personnel file.
	 
	 	3.	 	Remuneration

Your salary will be £160,000 (gross) per annum, effective from your start date. Salaries
are payable monthly in arrears at the rate of one twelfth per calendar month and are subject
to statutory and authorised/voluntary deductions, net salaries being paid by credit transfer
to your nominated bank account on the last working day of each month.
	 
	 	 	 	Your salary will be reviewed in October 2009 and thereafter in October of each year.
	 
	 	4.	 	Car Allowance

You are eligible for a Company car allowance to the value of £10,000 gross per annum,
payable on a monthly basis. Company car allowances are provided at the Company’s discretion
and you do not have a contractual entitlement to a Company car allowance.
	 
	 	 	 	Valid business mileage is claimable at standard Company rates in accordance with the
Company’s expense policy, as amended from time to time.
	 
	 	5.	 	Bonus

You will be eligible for a bonus of up to 40% of your base salary per annum, in line with
the company’s fiscal years, dependent on your performance and divisional and company
performance. In your first year 50% of this bonus is guaranteed.




 









 












	 	6.	 	Stock Options

You will have the option to purchase 65,000 shares of Harris Interactive Inc. common stock
under the terms and conditions more fully described in the enclosed sample 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.
	 
	 	7.	 	Holiday Entitlement

The Company’s holiday year runs from 1st January to 31st December.
Holiday entitlement accrues on a pro rata basis and therefore you will receive a holiday
entitlement of 15.5 days for 2009.
	 
	 	8.	 	Hours of Work

You will be expected to work Monday to Friday, 09:00 am to 5:30 pm, totalling 37.5 hours per
week with one hour’s unpaid lunch break each day.
	 
	 	9.	 	Probation Period

There is a probationary period of 12 weeks from your start date, during which your
employment may be terminated by one week’s notice by either party and which at the Company’s
discretion may be extended for a further period if, in the Company’s opinion, it is deemed
appropriate.
	 
	 	10.	 	Confidentiality

The Company expects you to keep confidential all knowledge and information gained during
your employment, and to continue to observe this obligation should you leave the Company.
	 
	 	11.	 	Notice

Following successful completion of your probationary period, your employment may be
terminated by the Company giving you 6 months written notice or by you giving 6 months
written notice to the Company.
	 
	 	12.	 	Policies

You should note that the Company operates a non-smoking policy on its premises with which
you will be required to comply. You will also be required to comply with all other policies
of the Company as introduced or amended from time to time.
	 
	 	13.	 	Legal Review

The company will cover the cost of you having the employment contract reviewed by your legal
representative. The company will settle such invoices directly, and up to a maximum of £500
in total.
	 
	 	14.	 	Conditional offer

Please note that the offer contained in this letter is conditional upon the Company being
satisfied that you are free to take up this employment and are free from any restrictive
covenants or other restrictions which could prevent you from carrying out your duties for
the Company. This offer remains open for a period of 10 working days from the above date.





Contract of Employment

By way of acceptance of this offer, please sign the enclosed copies of your contract of employment
and offer letter and return one copy to the Human Resources Department.



If you wish to discuss any aspect of this offer, please do not hesitate to contact the Human
Resources department on 020 8263 5386.



Please find enclosed our Employee Handbook for your review. This does not form part of your terms
and conditions of employment, however, you will be expected to adhere to the policies, procedures
and guidelines contained in it.



We are delighted to be able to extend this offer to you. We believe that the Company and our parent
company, Harris Interactive Inc, can offer you a challenging and very rewarding career. We have an
excellent portfolio of products, an extremely professional group of researchers and technical staff
which together with the Internet





 









 







panel development across Europe provide tremendous opportunities both in the short and long term.



We look forward to working with you, and the contribution you can make to the growth and success at
Harris Interactive.



Yours sincerely





	 	 	 	 	 
	/s/ Craig Fines-Allin
 	 	 
	Craig Fines-Allin	 	 
	HR Director

For and on behalf of Harris Interactive UK Ltd
	 	 
	 
	THE EMPLOYEE

 	 	 
	/s/ Robert Salvoni
 	 	 
	Robert Salvoni 	 	 
	Employee’s signature 	 	 
	 
	Date 9 May 2009	 	 




Enclosed: Contract of Employment x2