**Exhibit 10.1.11**HARRIS INTERACTIVE INC.RESTRICTED STOCK AGREEMENT     This Agreement is made effective on August 31, 2007, between HARRIS INTERACTIVE INC., aDelaware Corporation (the “*Company*”), and ___ (“*Participant*”).     WHEREAS, the Company maintains the Harris Interactive Inc. Long-Term Incentive Plan (the“*Plan*”), which is incorporated into and forms a part of this Agreement, and     WHEREAS, the Participant has been selected by the committee administering the Plan (the“*Committee*”) to receive a Restricted Stock Award under the Plan;     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:     1. Award.          (a) Grant. The Participant is hereby granted ___ shares (the “*RestrictedStock*”) of the Company’s common stock, par value $.001 per share (“*Stock*”), which shall be issuedas hereinafter provided in Participant’s name subject to certain restrictions thereon. Participanthereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan andagrees that this award of Restricted Stock shall be subject to all of the terms and conditions setforth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof,which Plan is incorporated herein by reference as a part of this Agreement.          (c) Statement of Election. In connection with this Agreement, the Participant willdeliver to the Company an executed and completed Statement of Decision Regarding Section 83(b)Election in the form provided by the Company.     2. Risk of Forfeiture (“*Forfeiture Restrictions*”).          (a) Forfeiture Due to Failure to Meet Performance Requirements.               (i) Subject to Sections 2(b) and 3(b), Participant shall forfeit the right to receive theRestricted Stock should the Company’s EBITDA with stock compensation expense added back (“AdjustedEBITDA”) as a percentage of revenue, and the Company’s revenue, for fiscal 2007 not be at least9.5% and $254,800,000 respectively (the “Minimum Threshold”).
 

 
               (ii) If the Minimum Threshold is met, Participant’s rights in the Restricted Stock shall vestin the percentages shown in Schedule A, and the remainder of the Restricted Stock shall beforfeited on August 31, 2008. Such vesting is based upon the average of performance, weighted 60%on Adjusted EBITDA and 40% on revenue.               (iii) The Minimum Threshold and Schedule A will be adjusted by the CompensationCommittee of the Board of Directors of the Company, in its sole discretion, to account for itsexpectations as to the effect of acquisitions made by the Company in fiscal 2007.          (b) Forfeiture Due to Termination of Employment. Subject to Section 3(b), shouldeither a Date of Termination or a violation of Section 7 occur prior to the vesting date providedin Section 3, Participant shall forfeit the right to receive the Restricted Stock that wouldotherwise have vested on date.          (c) Date of Termination. For purposes of this Section 2, the Participant’s “*Date ofTermination*” shall be the first day occurring on or after the date of this Agreement on which theParticipant’s employment with the Company and all Related Companies (as defined in the Plan)terminates (irrespective of the reason for termination and whether such termination is voluntary orinvoluntary); provided that a termination of employment shall not be deemed to occur by reason of atransfer of the Participant between the Company and a Related Company or between two RelatedCompanies; and further provided that the Participant’s employment shall not be consideredterminated while the Participant is on a leave of absence from the Company or a Related Companyapproved by the Participant’s employer. If, as a result of a sale or other transaction, theParticipant’s employer ceases to be a Related Company (and the Participant’s employer is or becomesan entity that is separate from the Company), the occurrence of such transaction shall be treatedas the Participant’s Date of Termination caused by the Participant being discharged by theemployer.          (d) Restrictions on Transfer. Neither the Restricted Stock nor any of it may bevoluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwisetransferred, encumbered or disposed of until such time as the restrictions contained in Section 2lapse as to the applicable Restricted Stock and it is fully vested. Upon any violation of thisrestriction, the Restricted Stock not theretofore vested shall be forfeited.     3. Lapse of Forfeiture Restrictions.          (a) Vesting. Subject to Section 2, all of the Restricted Stock shall vest on August31, 2008.          (b) Change in Control. If a Change in Control (as defined in the Plan) shall occur,then immediately all non-vested Restricted Stock, not previously forfeited, shall fully vest andall Forfeiture Restrictions with respect to such shares shall lapse.          (c) Delivery of Certificates. Restricted Stock with respect to which the forfeiturerestrictions have lapsed shall cease to be subject to any restrictions except as provided
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in Section 4(c), and the Company shall deliver to Participant a certificate representing the sharesas to which the Forfeiture Restrictions have lapsed.     4. Custody of Restricted Stock.          (a) Custody. One or more certificates evidencing the Restricted Stock shall be issuedby the Company in Participant’s name, or at the option of the Company, in the name of a nominee ofthe Company. The Company may cause the certificate or certificates to be delivered upon issuanceto the Secretary of the Company or to such other depository as may be designated by the Committeeas a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapsepursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participantshall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stockthen subject to the Forfeiture Restrictions.          (b) Additional Securities as Restricted Stock. Any securities received as the resultof ownership of Restricted Stock, including without limitation, warrants, options, and securitiesreceived as a stock dividend or stock split, or as a result of a recapitalization or reorganization(all such securities to be considered “Restricted Stock” for all purposes under this Agreement),shall be held in custody in the same manner and subject to the same conditions as the RestrictedStock with respect to which they were issued. Participant shall be entitled to direct the Companyto exercise any warrant or option received and considered Restricted Stock hereunder upon supplyingthe funds necessary to do so, in which event securities so purchased shall constitute RestrictedStock. In the event any Restricted Stock at any time consists of a security by its terms orotherwise convertible into or exchangeable for another security at the election of the olderthereof, Participant may exercise such right of conversion or exchange in the event the failure toexercise or delay in exercising such right would result in its loss or diminution of value, and anysecurities so acquired shall be deemed Restricted Stock. In the event of any change incertificates evidencing Restricted Stock by reason of any recapitalization, reorganization or othertransaction which results in a creation of Restricted Stock the Company is authorized to deliver tothe issuer the certificate evidencing the Restricted Stock in exchange for a replacementcertificate, which shall be deemed to be Restricted Stock.          (c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions withoutforfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be issued inthe name of Participant in exchange for the certificate evidencing the previously Restricted Stock.Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares ofStock (whether subject to restrictions or unrestricted) may be postponed for such period as may berequired to comply with applicable requirements of any national securities exchange or anyrequirements of any regulation applicable to the issuance or delivery of such shares. The Companyshall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereofshall constitute a violation of any provision of any law or of any regulation of any governmentalauthority or any securities exchange.
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     5. Status of Stock.          (a) Rights as Stockholder. Subject to the restrictions contained herein, theParticipant shall have all voting and ownership rights applicable to the Restricted Stock,including the right to receive dividends, whether or not such Restricted Stock is vested and unlessand until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.          (b) Compliance with Securities Laws. Participant agrees that the Restricted Stockwill not be sold or otherwise disposed of in any manner which would constitute a violation of anyapplicable federal or state securities laws. Participant also agrees (i) that the legend orlegends as the Committee deems appropriate in order to assure compliance with applicable securitieslaws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register thetransfer of the Restricted Stock on the stock transfer records of the Company if such proposedtransfer would in the opinion of counsel satisfactory to the Company constitute a violation of anyapplicable securities law, and (iii) that the Company may give related instructions to its transferagent, if any, to stop registration of the transfer of the Restricted Stock.     6. Relationship to Company.          (a) The existence of this Restricted Stock Agreement shall not affect in any way the right orpower of the Company or its stockholders to make or authorize any or all adjustments,recapitalizations, reorganization or other changes in the Company’s capital structure or itsbusiness, or any merger or consolidation of Company or any issue of bonds, debentures, preferred orprior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or thedissolution or liquidation of the Company, or any sale or transfer of all or any part of its assetsor business, or any other corporate act or proceeding , whether of a similar character orotherwise.          (b) No Guarantee of Service. This Restricted Stock Agreement shall not confer uponParticipant any right with respect to continuance of employment by the Company or any of itsaffiliates, nor shall it interfere in any way with any right the Company, or its directors orstockholders, would otherwise have to terminate such Participant’s employment at any time.     7. Non—Competition; Non-Solicitation.          (a) Consideration for this Section. Participant acknowledges and agrees that:                    (i) the benefits afforded by this Agreement are discretionary and over and above the ordinaryemployment compensation provided by the Company to Participant, and in making its decision to offerParticipant the benefits afforded by this Agreement the Company relied upon and was induced by thecovenants made by Participant in this section,                    (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset ofsignificant value, which is adequate consideration for the restrictions imposed by this Agreement,
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                    (iii) Participant’s position with the Company places Participant in a position of confidenceand trust with the clients and employees of the Company,                    (iv) the Company’s business is carried on throughout the world and accordingly, it isreasonable that the restrictive covenants set forth below are not limited by specific geographicarea,                    (v) the course of Participant’s employment with the Company necessarily requires thedisclosure of confidential information and trade secrets related to the Company’s relationshipswith clients (such as, without limitation, pricing information, marketing plans, budgets, designs,methodologies, products, client preferences and policies, and identity of appropriate personnel ofclients with sufficient authority to influence a shift in suppliers) as well as other confidentialand proprietary information, (such as databases, methodologies, and technologies),                    (vi) Participant’s employment affords Participant the opportunity to develop a personalacquaintanceship and relationship with the Company’s employees and clients, which in some cases mayconstitute the Company’s primary or only contact with such employees and clients, and to develop aknowledge of those client’s and employee’s affairs and requirements,                    (vii) the Company’s relationships with its established clientele and employees are placed inParticipant’s hands in confidence and trust, and                    (viii) it is reasonable and necessary for the protection of the goodwill and business of theCompany that Participant make the covenants contained in this Agreement.          (b) Restricted Activity.                    (i) Participant agrees that during the term of Participant’s employment, Participant shallnot, directly or indirectly, as a director, officer, employee, agent, partner or equity owner ofany entity (except as owner of less than 4.9% of the shares of the publicly traded stock of acorporation which Participant does not have in fact the power to control or direct), or in anyother manner directly or indirectly engage in any activity or business competitive in any mannerwith the activities or business of the Company.                    (ii) For a period of one year after Participant’s Date of Termination, with respect to anyservices, products, or business pursuits competitive with those of the Company, Participant shallnot, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner,equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly tradedstock of a corporation which Participant does not have in fact the power to control or direct),participant, proprietor, manager, operator, independent contractor, representative, advisor,trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers ofthe Company:
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               (A) with whom Participant in the course of employment by the Company acquired arelationship or had dealings,               (B) with respect to whom Participant in the course of employment by the Company wasprivy to material or proprietary information, or               (C) with respect to whom Participant was otherwise involved in the course of employmentby the Company, whether in a supervisory, managerial, consultative, policy-making, or othercapacity involving other Company employees who had direct dealings with such clients andcustomers.Such clients and customers include any client or customer to whom the Company sold services orproducts in the two years prior to the Date of Termination, any prospective client or customer ofthe Company for whom a proposal was prepared or to whom any other marketing presentation was madewithin the year prior to the Date of Termination, or any prospective client or customer for whompursuit was actively planned by the Company within the year prior to the Date of Termination and inrespect of whom the Company has not determined to cease such pursuit.                    (iii) For a period of one year after the Date of Termination, Participant shall not (includingwithout limitation on behalf of, for the benefit of, or in conjunction with or as part of, anyother person or entity) directly or indirectly:               (A) solicit, assist, discuss with or advise, influence, induce or otherwise encouragein any way, any employee of Company to terminate such employee’s relationship with Companyfor any reason, or assist any person or entity in doing so,               (B) employ, assist, engage, or otherwise contract or create any relationship with, anyemployee or former employee of Company in any business or venture of any kind or nature, inthe case of a former employee unless such person shall not have been employed by Company fora period of at least one year and no solicitation prohibited hereby shall have occurredprior to the end of such one year period, or               (C) interfere in any manner with the relationship between any employee and Company.          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breachof this Section 7 shall be inadequate, and that without limitation of Company’s rights to any otherremedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctiverelief to enforce this provision, and (ii) shall be entitled to cancel any rights under thisAgreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder,whether or not vested, or if such Stock has been transferred or sold, an amount equal to the valuethereof, and such Stock and the proceeds thereof shall be held in a constructive trust for thepurposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive anyvesting and/or forfeiture of rights hereunder. If any part of this Section 7 shall be
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deemed illegal or unenforceable, this section shall be deemed modified and then enforced tothe greatest extent legally enforceable.     8. Committee’s Powers. No provision contained in this Agreement shall in any wayterminate, modify or alter, or be construed or interpreted as terminating, modifying or alteringany of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan,including, without limitation, the Committee’s rights to make certain determinations and electionswith respect to the Restricted Stock.     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit ofany successors and assigns of the Company and all persons lawfully claiming under Participant.     10. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original and all of which together shall constitute one instrument.     11. Governing Law. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Delaware.     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TOTHE COMPANY WITHIN THIRTY (30) DAYS AFTER THE GRANT DATE.     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized, and Participant has executed this Agreement, all effective as of thedate of first above written.           HARRIS INTERACTIVE INC.                              By:       (Participant)             Title:     Dated:               
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