exv10w3









Exhibit 10.3



Dear Marc,



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. Marc, we believe you have skills for individual growth and advancement in a dynamic,
fast-paced environment, and that you will contribute to, and be a vital part of, our success.



The specifics of our offer to you are as follows:





	 	•	 	Your position will be General Counsel, reporting to Deborah Rieger-Paganis, Interim
Chief Financial Officer.
	 
	 	•	 	Your start date will be April 1, 2009.
	 
	 	•	 	Your starting salary will be $235,000 per year, earned and payable on a bi-weekly basis
of $9,038.46, 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 October of each calendar year. To the extent merit
increases are granted, eligibility will be based on your individual performance.
	 
	 	•	 	As General Counsel, for each fiscal year ending on June 30, you are eligible to receive
an annual bonus as part of the Corporate Bonus Plan. Your annual bonus, at target, for
fiscal year 2009 will be $70,000. For this fiscal year, you will receive a guaranteed
minimum pro-rated bonus payout of $17,400, covering the 4th quarter, April
through June 2009. The Compensation Committee of the Board of Directors retains
discretionary authority over all bonus awards. It also establishes metrics and objectives
annually. In fiscal 2009 bonuses under the Corporate Bonus Plan are contingent upon
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 55,000 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.
	 
	 	•	 	Should the Company terminate your employment for any reason other than for “cause,” you
will receive 9 months in severance payments and continued health care benefits, or if
continued coverage is unavailable, cash payments at the same level as the Company’s
payments toward health coverage immediately prior to your termination. Severance payments
are contingent upon the Company’s customary confidentiality and non-compete agreements,
and execution of a release in favor of the Company.




Harris Interactive offers a comprehensive benefits package. Details of all of our benefits options,
including eligibility and effective dates, are included in the attached Employee Benefits Summary.
Additional information is provided in your Welcome Kit as well as at New Hire Orientation. With
all of our benefits,
we strive to provide options that are valuable to our employees at an affordable cost.



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.



If you are in agreement with the terms of this offer, please sign one copy of this letter and the
documents in the enclosed Welcome Kit.



Once you have accepted this job offer, you will receive additional information via email regarding
your first day, including plans for your New Hire Orientation.



Marc, we are very pleased to make this offer to you. Please contact Deborah or myself 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/ Dennis K. Bhame
 	 	 
	Dennis K. Bhame 	 	 
	Executive Vice President, Human Resources
Harris Interactive Inc.