Exhibit 10.2



 





Exhibit 10.2




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT (“Agreement”) dated as of April 1, 2004 (the
“Effective Date”) between HARRIS INTERACTIVE INC., a Delaware corporation
(“Company”), and GREGORY T. NOVAK (“Executive”).



     This Agreement amends, restates, and replaces in its entirety the
Employment Agreement between Company and Executive dated as of November 7, 2003
(the “Prior Agreement”); provided, however, that all rights of Executive to
payments and benefits under Sections 3.1 - 3.6, inclusive, of the Prior
Agreement accrued but unpaid as of the Effective Date shall survive execution
of this Agreement and the Stock Option Agreement referenced in Section 3.7 of
the Prior Agreement shall remain unchanged and in full force and effect.



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 President and Chief Operating Officer 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
President and Chief Operating Officer. Executive will report to the Chief
Executive Officer of the Company. 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, 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.



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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 the earliest to occur of (i) June 30,
2005, if and as further extended to subsequent June 30ths as provided in this
Section 2.1, (ii) the date on which Executive dies, and (iii) the date on which
either the Company or Executive terminates Executive’s employment for any
reason (the “Termination Date”). Except as hereinafter provided, on June 30,
2005 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 June 30, 2005, or if applicable 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 June 30, 2005,
or if the term of this Agreement has automatically renewed, on the June 30
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 $368,000 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, in its
sole discretion, whether Base Compensation should be adjusted; provided,
however, that Executive’s Base Compensation shall not be less than $368,000.



     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 for the
fiscal year ending June 30, 2004 shall be $100,000, and for the fiscal year
ending June 30, 2005 shall be $150,000, provided that performance guidelines
are met. No bonus will be due in the event that award criteria established by
the Compensation Committee are not met.



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



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     3.4 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.



     3.5 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.



     3.6 Stock Options. The Company intends to seek approval from its
shareholders at its 2004 annual meeting to increase the number of shares
available for grant under its Long Term Incentive Plan by at least 500,000. On
the date, if any, on which the shareholders approve such proposal, the Company
shall grant Executive options to purchase 500,000 shares of the Company’s stock
with an exercise price equal to the fair market value of the stock as of the
close of trading on the date of the grant. The options shall be granted under
and pursuant to the terms of the Company’s Long Term Incentive Plan and the
Stock Option Agreement executed and delivered by the Company in connection with
the grant; provided that such Stock Option Agreement shall provide that
twenty-five percent (25%) of the options shall vest as of March 30, 2005 and
one forty-eighth (1/48) of the options shall vest as of the last day of each of
the next 36 calendar months thereafter.



     3.7 Withholding. All payments under this Agreement shall be subject to
any required withholding of Federal, state and local taxes pursuant to any
applicable law or regulation.



4. TERMINATION OF EMPLOYMENT




     4.1 Accrued Obligations. For purposes of this Agreement, “Accrued Base
Obligations” shall mean amounts for Base Compensation, expense reimbursement,
employee benefits, and car allowance which have accrued, vested, and are unpaid
as of the Termination Date, and (ii) “Accrued Bonus Obligations” shall mean (i)
any unpaid Performance Bonus earned for any fiscal year ending before the
Termination Date, and (ii) for the year in which the Termination Date occurs, a
prorated Performance Bonus for the partial-year period ending before the
Termination Date if the Termination Date occurs in the last six months of the
applicable fiscal year calculated by annualizing the short period before
termination, and no prorated Performance Bonus if the Termination Date occurs
in the first six months of the applicable fiscal year. Accrued Base
Obligations shall be paid within thirty (30) days after the Termination Date,
and Accrued Bonus Obligations shall be paid on the date on which they would
have been paid under this Agreement absent the occurrence of the Termination
Date.



     4.2 Termination Procedures. Except as otherwise provided in this
Agreement, any termination of Executive’s employment by the Company or by
Executive (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



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shall indicate the specific termination provision in this Agreement relied
upon and, if applicable, 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.



     4.3 Death of Executive. If Executive dies prior to a Termination Date
that otherwise occurs, Company shall not thereafter be obligated to make any
further payments hereunder other than amounts for Accrued Base Obligations and
Accrued Bonus Obligations.



     4.4 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 time during the continuation of
such disability (“Disability”). In the event Executive’s employment is
terminated for Disability in accordance with this Section 4.4, Company shall
not be obligated to make any further payments hereunder except for Accrued Base
Obligations and Accrued Bonus Obligations.



     4.5 Termination for Cause.



          (a) Executive’s employment hereunder shall terminate immediately upon a
Notice of Termination from the Company that Executive is being terminated for
Cause (as defined herein), in which event Company shall not thereafter be
obligated to make any further payments hereunder other than Accrued Base
Obligations and Accrued Bonus 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 4.6(c)(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 conduct that is materially and demonstrably injurious to
Company or any of its subsidiaries, but not including good faith conduct taken
without intention to injure the Company or its subsidiaries that, at the time
engaged in, could not reasonably be expected to be more likely than not to be
materially injurious to the Company; 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
either materially and



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demonstrably injurious to Company or, if curable, continues for more then
three (3) days after written notice thereof is given to Executive by the
Company; 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 Company to Executive.



          Cause shall not exist under this Section 4.5 unless and until Company has
delivered to Executive a copy of a resolution duly adopted by a majority of the
members of the Board then in office finding that Cause exists in the good faith
opinion of the Board. This Section 4.5 shall not prevent Executive from
challenging, pursuant to Section 6.1, the Board’s determination that Cause
exists, or that Executive has failed to cure any act (or failure to act), to
the extent permitted by this Agreement, that purportedly formed the basis for
the Board’s determination.



     4.6 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, a Termination Date occurs (not including termination in
the ordinary course on any applicable June 30 if the term of this Agreement is
not automatically renewed) for any reason other than Cause under Section 4.5,
termination by Executive under Section 4.7, death, or Disability, then Company
shall have no further obligations under this Agreement except that Company
shall pay to Executive:



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



               (ii) any unpaid Performance Bonus earned for any fiscal year ended before
the Termination Date payable the later of (A) the date on which such
Performance Bonus would be paid absent termination and (B) a date no later than
30 days after the Termination Date,



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



               (iv) 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



               (v) benefits as required by Section 3.3 of this Agreement during the same
period that Base Compensation is due under Section 4.6(a)(iv); provided,
however, if Executive, Executive’s spouse or Executive’s dependents are
ineligible to participate in the Company benefit programs under Section 3.3,
the Company shall arrange to provide Executive, Executive’s spouse and
Executive’s dependents with the economic equivalent of such benefits which they
otherwise would have been entitled to receive, and further provided that such
benefits shall terminate upon the date or dates Executive receives coverage and
benefits which are substantially similar, taken as a whole, without waiting
period or pre-existing condition limitations, under the plans and programs of a
subsequent employer.



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          (b) If this Agreement is terminated in the ordinary course on any
applicable June 30 because of a non-renewal notice given by the Company under
Section 2.1, then Company shall have no further obligations under this
Agreement except that Company shall pay to Executive the payments to which the
Executive would be entitled under Section 4.6(a)(i), (ii), (iii), and (iv). If
this Agreement is terminated in the ordinary course on any applicable June 30
because of a non-renewal notice given by the Executive under Section 2.1, then
Company shall have no further obligations under this Agreement except that
Company shall pay to Executive the payments to which the Executive would be
entitled under Section 4.6(a)(i), (ii), and (iii).



          (c) “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 of this Agreement, 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 $368,000 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 a Notice of Termination 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 4.6,
Executive’s continued 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 4.6, shall be
binding on Executive.



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     4.7 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 Base Obligations and Accrued Bonus
Obligations through the Termination Date.



     4.8 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.



     4.9 Change of Control.



          (a) If Executive is terminated without Cause, a Termination Date occurs on
a June 30 due to non-renewal by the Company of the term of this Agreement under
Section 2.1, or Executive terminates his employment for Good Reason during the
one-year period following a Change of Control (as defined below), then in
addition to payments and benefits to which Executive is entitled under Section
4.6, Executive also shall receive reimbursement for reasonable (in the
discretion of the Company) and actual expenses incurred by Executive for six
months of out-placement services.



          (b) 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;



               (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


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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 Termination Date (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 (defined below); 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) For purposes of this Section 5.1, 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.



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     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,
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 the Termination Date which (i) relate to methods,
apparatus, designs, products, processes or devices sold, leased, used 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 of this Agreement 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



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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 4.6(a)(iv). 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 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



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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 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 6.7 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 to any successor to the Company’s



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business and/or assets (by merger, purchase of stock or assets, or
otherwise) which, to the extent not otherwise automatically provided by
operation of law, expressly assumes and agrees to perform this Agreement in the
same manner and to the same extent that Company would be required to perform if
no such succession had taken place.



     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.




	(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:
	 
	 	 	Gregory T. Novak

4964 Hillcrest Drive

Canandaigua, New York 14424





     6.6 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.



     6.7 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



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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.



     6.8 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.



     6.9 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.



     6.10 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/ Gregory T. Novak


	          GREGORY T. NOVAK








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