Exhibit 10.1



 





Exhibit 10.1




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 1, 2004 (the
“Effective Date”) between Harris Interactive Inc., a Delaware corporation
(“Company”), and David Vaden (“Executive”).



BACKGROUND




     Executive and Company are parties to an Agreement dated January 27, 2003
(the “Change of Control Agreement”), which agreement will be superseded by this
Agreement.



     Company desires to have Executive continue to serve as its Senior Vice
President, Business Development and Internet Services, on the terms and
conditions contained in this Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:



TERMS





	1.	 	CAPACITY AND DUTIES





     1.1 Employment; Acceptance of Employment. Company hereby employs
Executive and Executive hereby accepts employment by Company for the period and
upon the terms and conditions hereinafter set forth.



     1.2 Capacity and Duties.



          (a) Executive shall serve as the Senior Vice President, Business
Development and Internet Services of the Company. Executive shall perform
duties and shall have authority as may from time to time be specified by the
Chief Executive Officer and the Board of Directors of Company (the “Board”).
Executive’s position and duties may be changed from time to time by the Chief
Executive Officer and the Board; provided, however, that Executive’s position,
authority, duties, and responsibilities shall be no less senior and executive
in nature than those of Senior Vice President, Business Development and
Internet Services. Executive will report to the Chief Executive Officer.
Executive shall perform his duties for Company principally at Company’s
executive offices, presently in Rochester, New York, provided, however, that
Executive acknowledges and agrees that travel to Company’s and its affiliates’
various offices, and to other locations in furtherance of Company’s business,
will be required in connection with the performance of Executive’s duties
hereunder.



          (b) Executive shall devote full time efforts to the performance of
Executive’s duties hereunder, in a manner that will faithfully and diligently
further the business and interests of Company.



          (c) Executive acknowledges that Company’s reputation is important in the
continued success of its business, and agrees that he will not discuss or
comment in such a manner as may adversely impact the reputation or public
perception, or otherwise disparage,



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Company or its officers, employees, or directors in any manner; provided,
however, that Executive may make such disclosures as may be required by law.
Company acknowledges that Executive’s reputation is important to his continued
success. Company agrees that it will not, and that it will use all reasonable
efforts to cause its officers, employees, and directors not to, defame,
disparage, or otherwise discuss or comment about Executive in such a manner as
may adversely impact his reputation or public perception; provided, however,
that Company may make such disclosures as may be required by law.



2. TERM OF EMPLOYMENT




     2.1 Term. The term of Executive’s employment hereunder, for all purposes
of this Agreement, shall commence on the Effective Date (the “Commencement
Date”) and continue through and including December 31, 2005, as further
extended or unless sooner terminated in accordance with the other provisions
hereof (collectively, the “Term”, with the initial two years of the Term called
the “Initial Term”). Except as hereinafter provided, on the expiration of the
Initial Term this Agreement shall be automatically extended for an additional
one-year term, and if so extended shall be automatically extended for
successive additional one-year terms, unless either the Executive or Company
shall have given the other written notice of nonrenewal of this Agreement at
least three (3) months prior to the end of the Initial Term or any one-year
extension term then in effect. If written notice of nonrenewal is given as
provided above, Executive’s employment under this Agreement shall terminate on
December 31, 2005, or if the Term has automatically renewed, on the December 31
immediately following the date of the non-renewal notice.



3. COMPENSATION




     3.1 Base Compensation. As compensation for Executive’s services, Company
shall pay to Executive base compensation in the form of salary (“Base
Compensation”) in the amount of $225,000 per annum. The salary shall be
payable in periodic installments in accordance with Company’s regular payroll
practices for its executive personnel at the time of payment, but in no event
less frequently than monthly. The Compensation Committee of the Board shall
review Base Compensation periodically for the purpose of determining whether
Base Compensation should be adjusted; provided, however, that Executive’s Base
Compensation shall not be less than $225,000.



     3.2 Performance Bonus. As additional compensation for the services
rendered by Executive to Company, Executive shall be eligible for a performance
bonus (“Performance Bonus”) payable in full at the same time as payment of
other executive bonuses by the Company (generally targeted for payment within
ninety (90) days after the end of the relevant fiscal year of the Company).
The Performance Bonus award criteria and amounts shall be those established on
an annual basis by the Compensation Committee of the Board of Directors of the
Company based upon performance guidelines established for executive officers of
the Company; provided, however, that the target bonus for Executive (including
the target bonus for the fiscal year ending June 30, 2004) shall be at least
$100,000 if performance guidelines are met.



     3.3 Employee Benefits. During the Term, Executive shall be entitled to
participate in such of Company’s employee benefit plans and benefit programs,
including medical,



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hospitalization, dental, disability, accidental death and dismemberment
and travel accident plans and programs, as may from time to time be provided by
Company for its senior executives generally. In addition, during the Term
Executive shall be eligible to participate in all pension, retirement, savings
and other employee benefit plans and programs maintained from time to time by
Company for the benefit of its senior executives generally. Company shall have
no obligation, however, to maintain any particular program or level of benefits
referred to in this Section 3.3.



     3.4 Life Insurance Benefit. During the Term, the Company shall provide
Executive with a term life insurance policy in the amount of $250,000 in
addition to term life insurance benefits provided for senior executives
generally.



     3.5 Other Benefits. During the Term, the Company shall provide Executive
with an automobile allowance of $700.00 per month for the use of an automobile
owned or leased by him in accordance with procedures established by the Company
from time to time for executive officers.



     3.6 Vacation. Executive shall be entitled to the normal and customary
amount of paid vacation provided to senior executive officers of the Company,
but in no event less than 20 days during each 12 month period. Any vacation
days that are not taken in a given 12 month period shall accrue and carry over
from year to year up to a maximum aggregate of 5 days. The Executive may be
granted leaves of absence with or without pay for such valid and legitimate
reasons as the Board in its sole and absolute discretion may determine, and is
entitled to the same sick leave and holidays provided to other executive
officers of Company.



     3.7 Expense Reimbursement. Company shall reimburse Executive for all
reasonable and documented expenses incurred by him in connection with the
performance of Executive’s duties hereunder in accordance with its regular
reimbursement policies as in effect from time to time.



4. TERMINATION OF EMPLOYMENT




     4.1 Death of Executive. If Executive dies during the Term, Company shall
not thereafter be obligated to make any further payments hereunder other than
amounts for (i) accrued Base Compensation, (ii) any unpaid Performance Bonus
earned for any fiscal year ending before the date of death, and in the year of
death a prorated Performance Bonus for the partial-year period ending before
death if death occurs in the last six months of the applicable fiscal year
calculated by annualizing the short period before death, and no prorated
Performance Bonus if death occurs in the first six months of the applicable
fiscal year, (iii) expense reimbursement, and (iv) other amounts which have
accrued as of the date of Executive’s death in accordance with generally
accepted accounting principles (collectively, the “Accrued Obligations”, which,
for purposes of this Agreement in situations other than death, shall reference
the date of termination).



     4.2 Disability of Executive. If Executive is permanently disabled (as
defined in Company’s long-term disability insurance policy then in effect),
then the Board shall have the right to terminate Executive’s employment upon 30
days’ prior written notice to Executive at any



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time during the continuation of such disability (“Disability”). In the
event Executive’s employment is terminated for Disability in accordance with
this Section 4.2, Company shall not thereafter be obligated to make any further
payments hereunder other than Accrued Obligations through the date of such
termination.



     4.3 Termination for Cause.



          (a) Executive’s employment hereunder shall terminate immediately upon
notice that the Chief Executive Officer of the Company is terminating Executive
for Cause (as defined herein), in which event Company shall not thereafter be
obligated to make any further payments hereunder other than Accrued
Obligations.



          (b) “Cause” shall be limited to the following:



               (i) willful failure to substantially perform Executive’s duties as
described in Section 1.2 after demand for substantial performance is delivered
by Company in writing that specifically identifies the manner in which Company
believes Executive has not substantially performed Executive’s duties and
Executive’s failure to cure such non-performance within ten (10) days after
receipt of the Company’s written demand; provided, however, that a failure to
perform such duties during the remedy period set forth in Section 4.4(b)(i)
hereof following the issuance of a Notice of Termination (as herein defined) by
Executive for Good Reason shall not be Cause unless an arbitrator acting
pursuant to Section 6.1 hereof finds Executive to have acted in bad faith in
issuing such Notice of Termination;



               (ii) willful misconduct that is materially and demonstrably injurious to
Company or any of its subsidiaries; or



               (iii) conviction or plea of guilty or nolo contendere to a felony or to
any other crime which involves moral turpitude or, if not including moral
turpitude, provided the act giving rise to such conviction or plea is
materially and demonstrably injurious to the Company or any of its
subsidiaries;



               (iv) material violation of Section 5 of this Agreement, or material
violation of Company polices set forth in Company manuals or written statements
of policy provided in the case of violation of policy that such violation is
materially and demonstrably injurious to Company and continues for more then
three (3) days after written notice thereof is given to Executive by the Board;
and



               (v) material breach of any material provision of this Agreement by
Executive, which breach continues for more than ten days after written notice
thereof is given by the Board to Executive.



     4.4 Termination without Cause or by Executive for Good Reason.



          (a) The Company reserves the right to terminate Executive’s employment at
any time. If, however, Executive’s employment terminates in the ordinary
course at the end of the Term (as the same may have been extended pursuant to
Section 2.1 of this Agreement), or Executive’s employment is terminated by
Company other than at the end of the Term (as the



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same may have been extended pursuant to Section 2.1 of this Agreement) for
any reason other than Cause under Section 4.3, death, or Disability, or
Executive’s employment is terminated by Executive for Good Reason other than at
the end of the Term (as the same may have been extended pursuant to Section 2.1
of this Agreement), then Company shall pay to Executive:



               (i) the Accrued Obligations through the date of termination, payable
promptly after the date of termination,



               (ii) the Performance Bonus, if any is earned, for the current fiscal year
allocable to and prorated for the period prior to termination, calculated by
annualizing the short period before termination, payable when Performance
Bonuses for the applicable year are paid to all other Company senior
executives,



               (iii) Base Compensation through and including the date one year after the
date of termination, payable at the same times as paid under Section 3.1; and



               (iv) payments (or in the case of benefits, an economic equivalent) as
required by Section 3.3 of this Agreement through and including the date of
expiration of the Term (as the same may have been extended pursuant to Section
2.1 of this Agreement).



          (b) “Good Reason” shall mean the following:



               (i) material breach of Company’s obligations hereunder, including any
assignment of duties not part of duties normally performed by persons holding
the positions described in Section 1.2 unless previously agreed to in writing
by Executive, provided that Executive shall have given reasonably specific
written notice thereof to Company, and Company shall have failed to remedy the
circumstances within sixty (60) days thereafter;



               (ii) any decrease in Executive’s salary as it may have increased during
the Term, except for decreases that are in conjunction with decreases in
executive salaries by the Company generally and that do not result in a
decrease in Executive’s annual salary below $225,000 per annum;



               (iii) the failure of Executive to be appointed to the positions set forth
in Section 1.2(a); or



               (iv) the failure of any successor in interest of Company to be bound by
the terms of this Agreement in accordance with Section 6.4 hereof.



          Executive must provide notice to the Company that he is intending to
terminate his employment for Good Reason within one hundred and twenty (120)
days after Executive has actual knowledge of the occurrence of the latest event
he believes constitutes Good Reason, which termination notice shall specify a
termination date within thirty (30) days after the date of such notice except
for termination under subsection (i) in which case the termination date shall
be as provided in such subsection. Executive’s right to terminate Executive’s
employment hereunder for Good Reason shall not be affected by Executive’s
subsequent Disability provided that the notice of intention to terminate is
given prior to the onset of such Disability. Subject to compliance by
Executive with the notice provisions of this Section 4.4, Executive’s continued



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employment prior to terminating employment for Good Reason shall not
constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason. In the event Executive delivers to
the Company a Notice of Termination for Good Reason, upon request of the Board
Executive agrees to appear before a meeting of the Board called and held for
such purpose (after reasonable notice) and specify to the Board the particulars
as to why Executive believes adequate grounds for termination for Good Reason
exist. No action by the Board, other than the remedy of the circumstances
within the time periods specified in Section this 4.4, shall be binding on
Executive.



     4.5 Termination by Executive without Good Reason. In the event
Executive’s employment is voluntarily terminated by Executive without Good
Reason, Company shall not be obligated to make any further payments to
Executive hereunder other than Accrued Obligations through the date of such
termination.



     4.6 Mitigation. Executive shall not be required to mitigate amounts
payable under this Section 4 by seeking other employment or otherwise, and
there shall be no offset against amounts due Executive under this Agreement on
account of subsequent employment except as specifically provided herein.



     4.7 Change of Control.



          (a) The Change of Control Agreement is hereby terminated as of the
Effective Date and shall be of no further force and effect.



          (b) If Executive is terminated without Cause or terminates his employment
for Good Reason during the one-year period following a Change of Control (as
defined below), then (i) in lieu of the payment under Section 4.4(a)(ii) of
this Agreement, Executive shall receive the average annual value of the
Executive’s annual Performance Bonus (with such average based upon Performance
Bonuses earned during the immediately preceding two full fiscal years), and
(ii) Executive shall receive reimbursement for reasonable (in the discretion of
the Company) and actual expenses incurred by Executive for six months of
out-placement services. All other terms of this Agreement, including without
limitation the remainder of Section 4.4, shall remain unchanged.



          (c) A “Change of Control” shall be deemed to have occurred if:



               (i) the following individuals cease for any reason to constitute a
majority of the number of directors then serving as directors of the Company:
individuals who, on the date hereof, constitute the Board of Directors of the
Company and any new director (other than a director whose initial assumption of
office is in connection with the settlement of an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the
Board of Directors of the Company or nomination for election by the Company’s
stockholders was approved or recommended by a vote of at least a majority of
the directors then still in office who either were directors on the date hereof
or whose appointment, election or nomination for election was previously so
approved or recommended;



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               (ii) the stockholders of the Company approve a complete liquidation or
dissolution of the Company, except in connection with a recapitalization or
other transaction which does not otherwise constitute a Change of Control for
purposes of subsection (iii) or (iv) below;



               (iii) any consolidation or merger of the Company occurs; or



               (iv) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of assets accounting for fifty percent (50%) or
more of total assets or fifty percent (50%) or more of the total revenues of
the Company occurs;


other than, in case of either subsection (iii) or (iv), a transaction in which
immediately following such transaction, (x) more than fifty percent (50%) of
the combined voting power of the then outstanding voting securities of the
surviving entity in the case of a merger or consolidation or acquiring entity
in the case of a transfer (in each case, the “Surviving Entity”) entitled to
vote generally in the election of directors (or other determination of
governing body) is then beneficially owned (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) by all or substantially all of the
individuals and entities who were the owners of Company common stock
immediately prior to such transaction in substantially the same proportion, as
among themselves, as their ownership of such common stock immediately prior to
such transaction, or (y) a majority of the directors (or other governing body)
of the Surviving Entity consists of members of the Board of Directors of the
Company in office during the twelve months preceding the applicable
transaction.




5. NON-COMPETITION AND CONFIDENTIALITY




     5.1 Non-Competition.



          (a) During the period that Executive is employed by the Company, and for a
period of one year after the first to occur of (i) the termination of
Executive’s employment, and (ii) the end of the Term (including as it may have
been extended pursuant to Section 2.1 of this Agreement (the “Non-Competition
Period”), Executive shall not, directly or indirectly, own, manage, operate,
join, control, participate in, invest in 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, agent, proprietor, trustee or
investor, any Competing Business; provided, however, 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 or is quoted on the NASDAQ Stock
Market’s National Market, shall not constitute a breach of this Section 5, so
long as the Executive does not in fact have the power to control, or direct the
management of, or is not otherwise engaged in activities with, such
corporation.



          (b) During the Non-Competition Period, Executive shall not directly or
indirectly participate in any manner (including without limitation as an
officer, director, employee, independent contractor, representative, partner,
consultant, advisor, or agent) in the creation, development, expansion,
administration, or deployment of, or other activity related to, any Internet
database, online participant panel, or other resource used as a basis for
conducting



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market research over the Internet in connection with any Competing
Business including without limitation Kantar Media Research, Inc., Millward
Brown, Inc., Taylor Nelson Sofres, plc, Gfk AG, Ipsos SA, NOP World, United
Business Media plc, Aegis Group plc, Synovate, SRI/The Gallup Group, Maritz,
Inc., Knowledge Networks, Inc., Greenfield Online, Decision Analyst, Inc.,
J.D. Power and Associates, The NPD Group, Inc., and any of their Affiliates.



          (c) For purposes of this Section, the term “Competing Business” shall mean
any business or venture which 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, and the term “Affiliate” of any person or entity
shall mean any other person or entity directly or indirectly controlling,
controlled by or under common control with such particular person or entity,
where “control” means the possession, directly or indirectly, of the power to
direct the management and policies of a person or entity whether through the
ownership of voting securities, contract, or otherwise.



     5.2 No Solicitation. During the Noncompetion Period, the Executive shall
not, directly or indirectly, including on behalf of, for the benefit of, or in
conjunction with, any other person or entity, (i) solicit, assist, advise,
influence, induce or otherwise encourage in any way, any employee of Company to
terminate such employee’s relationship with Company for any reason, or assist
any person or entity in doing so, or employ, engage or otherwise contract with
any employee or former employee of Company in a Competing Business 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, (ii) interfere in any
manner with the relationship between any employee and Company, or (iii)
contact, service or solicit any existing clients, customers or accounts of
Company on behalf of a Competing Business, either as an individual on
Executive’s own account, as an investor, or as an officer, director, partner,
joint venturer, consultant, employee, agent or salesman of any other person or
entity.



     5.3 Confidential Information.



          (a) “Confidential Information” shall mean all proprietary or confidential
records and information, including, but not limited to, development, marketing,
purchasing, organizational, strategic, financial, managerial, administrative,
manufacturing, production, distribution and sales information, distribution
methods, data, specifications, technologies, methods, and processes (including
the Transferred Property as hereinafter defined) presently owned or at any time
hereafter developed by Company, or its agents, consultants, or otherwise on its
behalf, or used presently or at any time hereafter in the course of the
business of Company, that are not otherwise part of the public domain.



          (b) Executive hereby sells, transfers and assigns to Company, or to any
person or entity designated by Company, all of Executive’s entire right, title
and interest in and to all inventions, ideas, methods, developments,
disclosures and improvements (the “Inventions”), whether patented or
unpatented, and copyrightable material, and all trademarks, trade names, all
goodwill associated therewith and all federal and state registrations or
applications thereof, made, adopted or conceived by solely or jointly, in whole
or in part prior to or during the Term which (i) relate to methods, apparatus,
designs, products, processes or devices sold, leased, used



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or under construction or development by Company or (ii) otherwise relate
to or pertain to the business, products, services, functions or operations of
the Company (collectively, the “Transferred Property”). Executive shall make
adequate written records of all Inventions, which records shall be Company’s
property and shall communicate promptly and disclose to Company, in such forms
Company requests, all information, details and data pertaining to the
aforementioned Inventions. Whether during the Term or thereafter, Executive
shall execute and deliver to Company such formal transfers and assignments and
such other papers and documents as may be required of Executive to permit
Company, or any person or entity designated by Company, to file and prosecute
patent applications (including, but not limited to, records, memoranda or
instruments deemed necessary by Company for the prosecution of the patent
application or the acquisition of letters patent in the United states, foreign
counties or otherwise) and, as to copyrightable material, to obtain copyrights
thereon, and as to trademarks, to record the transfer of ownership of any
federal or state registrations or applications.



          (c) All Confidential Information is considered secret and will be
disclosed to the Executive in confidence, and Executive acknowledges that, as a
consequence of Executive’s employment and position with Company, Executive may
have access to and become acquainted with Confidential Information. Except in
the performance of Executive’s duties as an employee of Company, Executive
shall not, during the term and at all times thereafter, directly or indirectly
for any reason whatsoever, disclose or use any such Confidential Information.
All records, files, drawings, documents, equipment and other tangible items
(whether in electronic form or otherwise), wherever located, relating in any
way to or containing Confidential Information, which Executive has prepared,
used or encountered or shall in the future prepare, use or encounter, shall be
and remain Company’s sole and exclusive property and shall be included in the
Confidential Information. Upon termination of this Agreement, or whenever
requested by Company, Executive shall promptly deliver to Company any and all
of the Confidential Information and copies thereof, not previously delivered to
Company, that may be in the possession or under the control of the Executive.
The foregoing restrictions shall not apply to the use, divulgence, disclosure
or grant of access to Confidential Information to the extent, but only to the
extent, (i) expressly permitted or required pursuant to any other written
agreement between Executive and Company, (ii) such Confidential Information has
been publicly disclosed (not due to a breach by the Executive of Executive’s
obligations hereunder, or by breach of any other person, of a fiduciary or
confidential obligation to Company) or (iii) the Executive is required to
disclose Confidential Information by or to any court of competent jurisdiction
or any governmental or quasi-governmental agency, authority or instrumentality
of competent jurisdiction, provided, however, that the Executive shall, prior
to any such disclosure, immediately notify Company of such requirements and
provided further, however, that the Company shall have the right, at its
expense, to object to such disclosures and to seek confidential treatment of
any Confidential Information to be so disclosed on such terms as it shall
determine.



     5.4 Consideration for Section 5 Covenants. In consideration of the
covenants contained in this Section 5, the Company is willing to incur the
payment and related obligations under this Agreement, including in particular
and without limitation those obligations under Section 4.4(a)(iii). Executive
acknowledges and agrees that the Company’s entry into this Agreement and its
incurrence of the related payment and other obligations hereunder are fair and
adequate consideration for the Executive’s obligations under this Section 5,
and that the



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Company has advised Executive that it would not bind itself in advance to
the obligations hereunder but for Executive’s agreement to this Section 5. In
this regard, the Executive understands that the provisions of this Section 5
may limit Executive’s ability to earn a livelihood in a business similar or
related to the business of Company, but nevertheless agrees and acknowledges
that (i) the provisions of Section 5 are reasonable and necessary for the
protection of Company, and do not impose a greater restraint than necessary to
protect the goodwill or other business interest of Company, (ii) such
provisions contain reasonable limitations as to the time and the scope of
activity to be restrained, and (iii) the Company’s advance agreement to make
payments under the various circumstances set forth in this Agreement provide
Executive with benefits adequate to fully compensate Executive for any lost
opportunity due to the operation of Section 5. In consideration of the
foregoing and in light of Executive’s education, skills and abilities,
Executive agrees that all defenses by Executive to the strict enforcement of
such provisions are hereby waived by Executive.



     5.5 Acknowledgement; Remedies; Survival of this Agreement.



          (a) Executive acknowledges that violation of any of the covenants and
provisions set forth in Section 5 of this Agreement would cause Company
irreparable damage and agrees that Company’s remedies at law for a breach or
threatened breach of any of the provisions of this Agreement would be
inadequate and, in recognition of this fact, in the event of a breach or
threatened breach by Executive of any of the provisions of this Agreement, it
is agreed that, in addition to the remedies at law or in equity, Company shall
be entitled, without the posting of a bond, to equitable relief in the form of
specific performance, a temporary restraining order, temporary or permanent
injunction, or any other equitable remedy which may then be available for the
purposes of restraining Executive from any actual or threatened breach of such
covenants. Without limiting the generality of the foregoing, if Executive
breaches or threatens to breach this Section 5 hereof, such breach or
threatened breach will entitle Company (i) to terminate its obligations to make
further payments otherwise required under this Agreement, and (ii) to enjoin
Executive from disclosing any Confidential Information to any Competing
Business, to enjoin any Competing Business from retaining Executive or using
any such Confidential Information, and to enjoin Executive from rendering
personal services to or in connection with any Competing Business. The rights
and remedies of the parties hereto are cumulative and shall not be exclusive,
and each such party shall be entitled to pursue all legal and equitable rights
and remedies and to secure performance of the obligations and duties of the
other under this Agreement, and the enforcement of one or more of such rights
and remedies by a party shall in no way preclude such party from pursuing, at
the same time or subsequently, any and all other rights and remedies available
to it.



          (b) The provisions of this Section 5 shall survive the termination of
Executive’s employment with Company.



6. MISCELLANEOUS




     6.1 Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Rochester, New York, in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect. Judgment may be entered on
the arbitrator’s award in any court having jurisdiction. The parties



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consent to the authority of the arbitrator, if the arbitrator so
determines, to award fees and expenses (including legal fees) to the prevailing
party in the arbitration. Notwithstanding the foregoing, Company shall be
entitled to enforce the provisions of Section 5 hereof through proceedings
brought in a court of competent jurisdiction as contemplated by Section 6.8
hereof.



     6.2 Severability; Reasonableness of Agreement. If any term, provision or
covenant of this Agreement or part thereof, or the application thereof to any
person, place or circumstance shall be held to be invalid, unenforceable or
void by an arbitrator or court of competent jurisdiction, the remainder of this
Agreement and such term, provision or covenant shall remain in full force and
effect, and any such invalid, unenforceable or void term, provision or covenant
shall be deemed, without further action on the part of the parties hereto,
modified, amended and limited, and the arbitrator or court shall have the power
to modify, amend and limit any such term, provision or covenant, to the extent
necessary to render the same and the remainder of the Agreement valid,
enforceable and lawful.



     6.3 Key Employee Insurance. Company in its sole discretion shall have the
right at its expense to purchase insurance on the life of Executive, in such
amounts as it shall from time to time determine, of which Company shall be the
beneficiary. Executive shall submit to such physical examinations as may
reasonably be required and shall otherwise cooperate with Company in obtaining
such insurance.



     6.4 Assignment; Benefit. This Agreement shall not be assignable by
Executive, other than Executive’s rights to payments or benefits hereunder,
which may be transferred only by will or the laws of descent and distribution.
Upon Executive’s death, this Agreement and all rights of Executive hereunder
shall inure to the benefit of and be enforceable by Executive’s beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent any
such person succeeds to Executive’s interests under this Agreement. No rights
or obligations of Company under this Agreement may be assigned or transferred
except that, to the extent not otherwise automatically provided by operation of
law, Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, “Company” shall mean Company as hereinbefore defined and any
successor to its business and/or assets (by merger, purchase or otherwise)
which executes and delivers the agreement provided for in this Section or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.



     6.5 Notices. All notices hereunder shall be in writing and shall be
deemed sufficiently given (i) if hand-delivered, on the date of delivery, (ii)
if sent by documented overnight delivery service, on the first business day
after deposit with such service for overnight delivery, and (iii) if sent by
registered or certified mail, postage prepaid, return receipt requested, on the
third business day after deposit in the U.S. mail, in each case addressed as
set forth below or at such other address for either party as may be specified
in a notice given as provided herein by such party to the other. Any and all
service of process and any other notice in any such action, suit or proceeding
shall be effective against any party if given as provided in this Agreement;
provided that nothing herein shall be deemed to affect the right of any party
to serve process in any other manner permitted by law.



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	(i)	 	If to Company:
	 
	 	 	Harris Interactive Inc.

135 Corporate Woods

Rochester, New York 14623

Attention: Chief Financial Officer






	 	 	With Copies To:






	 	 	Beth Ela Wilkens, Esq.

Harris Beach LLP

99 Garnsey Road

Pittsford, New York 14534

	 
	(ii)	 	If to Executive:
	 
	 	 	David Vaden

447 Sundance Trail

Webster, New York 14580





     6.6 Termination Procedures. Except as otherwise provided in this
Agreement, any termination of Executive’s employment by the Company or by
Executive during the Term (other than termination pursuant to death) shall be
communicated by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a “Notice of Termination” shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive’s employment under the provision
so indicated.



     6.7 Entire Agreement; Modification. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters contemplated
herein and supersedes all prior agreements and understandings with respect
thereto. No amendment, modification, or waiver of this Agreement shall be
effective unless in writing. Neither the failure nor any delay on the part of
any party to exercise any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power, or privilege with respect to such
occurrence or with respect to any other occurrence.



     6.8 Governing Law. This Agreement is made pursuant to, and shall be
construed and enforced in accordance with, the laws of the State of Delaware
and the federal laws of the United States of America, to the extent applicable,
without giving effect to otherwise applicable principles of conflicts of law.
Subject to Section 6.1 of this Agreement, the parties hereto expressly consent
to the jurisdiction of any state or federal court located in the State of New
York, and to venue therein, and consent to the service of process in any such
action or proceeding by certified or registered mailing of the summons and
complaint therein directed to Executive or Company, as the case may be, at its
address as provided in Section 6. hereof.



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     6.9 Prevailing Party. Should either party breach the terms of this
Agreement, the prevailing party who seeks to enforce the terms and conditions
of this Agreement shall be entitled to recover its attorneys fee and
disbursements.



     6.10 Withholding. All payments hereunder shall be subject to any required
withholding of Federal, state and local taxes pursuant to any applicable law or
regulation.



     6.11 Headings; Counterparts; Interpretation. The headings of paragraphs
in this Agreement are for convenience only and shall not affect its
interpretation.



     This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original and all of which, when taken together, shall
be deemed to constitute the same Agreement.



     The Company and the Executive each acknowledge that it has been
represented by legal counsel in the negotiation and drafting of this Agreement,
that this Agreement has been drafted by mutual effort, and that no ambiguity in
this Agreement shall be construed against either party as draftsperson.



     6.12 Further Assurances. Each of the parties hereto shall execute such
further instruments and take such other actions as the other party shall
reasonably request in order to effectuate the purposes of this Agreement.



     IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date first above written.



[Signature Page Follows]




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	HARRIS INTERACTIVE INC.
	 
	 	 
	By:

	 	/S/ Robert E. Knapp



	Title:
	 	Vice Chairman and Chief Executive Officer
	

	 	








	 	 	 
	          /S/ David Vaden



	 	 
	          DAVID VADEN
	 	 








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