##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended June 30,
    2010oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the transition period
    from          to   COMMISSION FILE NUMBER:
    000-27577
      
 HARRIS
    INTERACTIVE INC.
 (Exact Name of Registrant as
    Specified in its Charter)
  DELAWARE(State or Other Jurisdiction
    of
    Incorporation or Organization)

16-1538028(I.R.S. Employer
    Identification No.)161 Sixth Avenue,
    New York, New York(Address of principal
    executive offices)

10013(zip
    code)   Registrants telephone number, including area code:
 (212) 539-9600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





HARRIS
    INTERACTIVE INC.
  FORM 10-K
  FOR THE FISCAL
    YEAR ENDED JUNE 30, 2010
  INDEX
   
 PagePart I:Safe Harbor Statement under the
    Private Securities Litigation Reform Act of 1995


3Item 1:

Business


3Item 1A:

Risk Factors


12Item 1B:

Unresolved Staff Comments


18Item 2:

Properties


18Item 3:

Legal Proceedings


19Item 4:

Submission of Matters to a Vote of Security
    Holders


19Part II:Item 5:

Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19Item 6:

Selected Financial Data


21Item 7:

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22Item 7A:

Quantitative and Qualitative Disclosures About
    Market Risk


37Item 8:

Financial Statements and Supplementary Data


39Item 9:

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


84Item 9A:

Controls and Procedures


84Item 9B:

Other Information


85Part III:Item 10:

Directors, Executive Officers and Corporate
    Governance


86Item 11:

Executive Compensation


87Item 12:

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


87Item 13:

Certain Relationships and Related Transactions,
    and Director Independence


87Item 14:

Principal Accountant Fees and Services


87Part IV:Item 15:

Exhibits and Financial Statement Schedules


87Signatures


89EX-10.4.23EX-10.4.38EX-10.6.7EX-10.7.13EX-10.7.14EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I Safe
    Harbor Statement Under the Private Securities Litigation
    Reform Act of 1995  Form 10-K Form 10-K Form 10-K
  Item 1.
    Business  ® The Harris
    Poll ® Form 10-K
  Corporate
    Overview
  The Harris Poll
    Mergers,
    Acquisitions and Sale of Business
    
    February 1996  all of the stock of Louis Harris and
    Associates, Inc., headquartered in New York, 3




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##### Table of Contents




    February 2001  the custom research division of
    Yankelovich Partners, Inc., headquartered in Norwalk,
    Connecticut,
    August 2001  all of the capital stock of Market
    Research Solutions Limited, a privately-owned U.K. company
    headquartered in Oxford, England,
    September 2001  all of the capital stock of M&A
    Create Limited, a privately-owned company headquartered in
    Tokyo, Japan,
    November 2001  all of the capital stock of Total
    Research Corporation, a Delaware corporation headquartered in
    Princeton, New Jersey,
    March 2004  all of the capital stock of Novatris,
    S.A., a share corporation organized and existing under the laws
    of France,
    September 2004  all of the capital stock of Wirthlin
    Worldwide, Inc., a privately-held California corporation
    headquartered in Reston, Virginia,
    April 2007  all of the capital stock of MediaTransfer
    AG Netresearch & Consulting
    (MediaTransfer), a privately-held German stock
    corporation headquartered in Hamburg, Germany,
    August 2007  all of the capital stock of Decima
    Research Inc. (Decima), a corporation incorporated
    in Ontario, Canada, and
    August 2007  all of the capital stock of Marketshare
    Limited, a company incorporated under the laws of Hong Kong, and
    Marketshare Pte Ltd, a company incorporated under the laws of
    Singapore (collectively, Marketshare).    Business
    Overview
      
    Business and Industrial, which includes the automotive,
    transportation, travel, tourism, energy and professional
    services sectors,
    Consumer Goods, Restaurants, and Retail,
    Financial Services,
    Healthcare,
    Public Affairs and Policy, which includes public relations and
    associations, and
    Technology, Media and Telecommunications.    
    Market Assessment,
    Product Development, 4




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##### Table of Contents




    Brand and Communications,
    Stakeholder Relationships,
    Reputation Management, and
    Youth and Education.    Our Products and
    Services
  Custom
    Research
    
    Survey Design Initial meetings are conducted
    with the client to clearly define the objectives and reasons for
    the study to ensure that the final data collected will meet the
    clients needs. Based on the clients requirements, we
    then determine the proper data collection process (such as a
    mail, telephone or online survey, focus groups, personal
    interviews, or any combination thereof), sampling scheme (the
    demographics and number of people to be surveyed) and survey
    design or focus group protocol.
    Data Collection Field data collection is
    conducted through computer-aided online or telephone
    interviewing, by mail or in person, by holding focus group
    meetings, or any combination of the above. Multiple quality
    assurance processes are employed to ensure that the survey data
    are accurate and that the correct number and type of interviews
    have been completed.
    Weighting, Analysis, and Reporting We review
    the collected data for sufficiency and completeness, weight the
    data accordingly, and then analyze by desired demographic,
    business or industry characteristics. A comprehensive report
    that typically includes recommendations is then prepared and
    delivered to the client.    Tracking Study
    Research
    
    Measure, sustain and improve customer loyalty,
    Gather market and customer intelligence relative to the brand
    and category,
    Detect emerging market trends
    and/or
    potential competitive threats, 5




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##### Table of Contents




    Assess the impact of marketing on customer behaviors and
    attitudes, and
    Identify opportunities for growth.  Service Bureau
    Research
    Research and
    Development
    Our Intellectual
    Property and Other Proprietary Rights
      
    A system to conduct research via build your own
    product/pricing configurations over a network, and
    Shelf
    Impact(SM) 

    a system for evaluating the impact of package design and shelf
    placement for store shelf products using extremely short
    duration image exposure.      Our
    Clients
    Our Competition
    and Competitive Advantages
   6




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##### Table of Contents




    Research
    Lifestreaming(SM) 

    connects the conversations that people are having, online and
    offline, with the views they express and the actions they take
    through a research platform with social media research
    capabilities;
    Mobile GPS enables questions to be directed
    to panelists based on their location so that clients can gather
    insights at or in close proximity to the point of experience;
    MediaAmp(SM) 

    connects television program viewership with brand equity by
    integrating data from Harris Multi-Screen Engagement and
    EquiTrend®

    studies, helping media sellers better position their television
    content and maximize the value of their ad platforms, and media
    buyers target the right television program for their brands; and,
    BMI new capability based on capturing the
    height and weight of panelists, helping clients better
    understand underweight, normal weight, overweight, and obese
    adults.    
    Our Highly Skilled Employees many of whom are
    recognized by their peers as leaders in the field of market
    research, or in the particular industry sectors in which they
    specialize.
    Our Strong Brand we believe that Harris
    Interactive and The Harris Pollare two of the best known
    and most trusted names for U.S. market research and public
    opinion polling today. We have expanded The Harris Pollthroughout Europe and expect to continue our relationships
    with The Financial Times(London), International
    Herald Tribune,and France 24 (Paris), in order to raise
    awareness of the Harris Interactive brand on a global scale.
    Our Online Panel our online panel consists of
    millions of individuals from around the world who have
    voluntarily agreed to participate in our various online research
    studies. This large and diverse panel enables us to:  
    project results to large segments of the population, such as
    all U.S. voters or all British
    adults,
    conduct a broad range of studies across a wide set of industries,
    rapidly survey very large numbers of the general
    population, and
    survey certain low-incidence,
    hard-to-find
    subjects.  
    Our Specialty
    Sub-Panels we have developed numerous specialty
    sub-panels
    of
    hard-to-find
    respondents, including: Affluent, Chronic Illness, Mothers and
    Expectant Mothers, Physicians, Pet Companion, Technology
    Decision-Makers, and Youth. Our clients value our ability to
    survey these hard to find subjects. Many of our clients have
    asked us to develop specialty
    sub-panels
    exclusively for their use.
    Our Global Enterprise Solutions Portfolio A
    comprehensive tool-box of research techniques, methodologies,
    and models that can be applied by marketing experts to help
    develop strategy, implement tactics, and assess their impact in
    the marketplace. These tools can also be used to analyze
    markets, develop new products and services, create
    and/or
    measure brand positioning and awareness, and measure
    and/or
    improve customer loyalty.
    Our Technology Enablers Our technology
    enablers include:  
    A text mining solution, known as Harris Interactive Text
    Analytics, which integrates the text mining technology from
    Clarabridge and proprietary advanced analytics to map market
    trends. The solution is intended for use by any company or
    organization that wants to integrate, and gain insight into, the
    many sources of information available about its market. 7




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##### Table of Contents




    Exposition tools, including Vision Trace and Online Shelf
    Test. Vision Traceis based on the scientifically
    validated Focus Window method and allows us to record and
    evaluate the flow of attention. Online Shelf Test allows
    for the simulation of a shopping situation and measures related
    aspects including attention/consideration, decision-making and
    influence of marketing/communication.
    A global synchronized research platform, known as
    GlobalSynch®,

    which integrates data collected via multiple modes into one
    database.
    The
    ViewPort(SM)

    Pro reporting tool, which offers a complete suite of
    web-based, decision-support tools providing access to critical
    business intelligence in real time. ViewPort Pro simplifies
    information retrieval for CEOs, research analysts, account
    managers, and other stakeholders with its intuitive interface.
    The set of report tools provides personalized templates and
    fully customizable reports.  Financial
    Information about Geographic Areas
  Non-U.S. market
     8




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##### Table of Contents



2010


2009


2008Revenue from servicesUnited States

$
96,942


$
112,821


$
152,894United Kingdom


28,398



32,454



43,771Canada


20,653



19,939



24,628Other European countries


17,554



14,536



14,910Asia


4,868



4,584



2,520Total revenue from services

$
168,415


$
184,334


$
238,723Operating income (loss)(1)(2)United States

$
2,371


$
(41,406
)

$
(54,492
)United Kingdom


(627
)


(3,431
)


(9,015
)Canada


(2,277
)


(5,539
)


(7,366
)Other European countries


919



(5,048
)


(10,914
)Asia


(909
)


(1,025
)


(2,784
)Total operating loss

$
(523
)

$
(56,449
)

$
(84,571
)Long-lived assetsUnited States

$
2,964


$
4,879


$
6,733Canada


1,093



1,693



2,858United Kingdom


1,300



1,039



1,812Other European countries


210



301



340Asia


59



103



210Total long-lived assets

$
5,626


$
8,015


$
11,953Deferred tax assets (liabilities)United States

$



$



$
18,218Canada


(1,709
)


(2,018
)


(3,191
)United Kingdom






283



347Other European countries


(307
)


(512
)


(844
)Asia










Total deferred tax assets (liabilities)

$
(2,016
)

$
(2,247
)

$
14,530     (1)
    
    Operating loss for fiscal 2009 included a $40,250 goodwill
    impairment charge. The charge was allocated to our geographic
    locations, specifically, $28,888 to the United States, $3,315 to
    the United Kingdom, $2,435 to Canada, $4,873 to other European
    countries, and $739 to Asia.(2)
    
    Operating loss for fiscal 2008 included a $86,497 goodwill
    impairment charge. The charge was allocated to our geographic
    locations, specifically, $58,376 to the United States, $9,472 to
    the United Kingdom, $5,921 to Canada, $11,150 to other European
    countries, and $1,578 to Asia.  non-U.S. operations.
  non-U.S. operations.
 9




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##### Table of Contents



Backlog
    Employees
      Executive
    Officers of Harris Interactive
    Name

Age

PositionKimberly Till


54


President and Chief Executive OfficerPatti B. Hoffman


61


Executive Vice President, Global Human ResourcesMarc H. Levin


37


Executive Vice President, General Counsel, and Corporate
    SecretaryEnzo J. Micali


51


Global Executive Vice President, Technology, Operations, and
    Panel, and Chief Information OfficerEric W. Narowski


41


Interim Chief Financial Officer, Principal Accounting Officer,
    and Senior Vice President, Global ControllerRobert Salvoni


45


President, InternationalGeorge H. Terhanian, PhD


46


President, Global Solutions   Kimberly Till
  Patti B. Hoffman
 10




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##### Table of Contents



Enzo J. Micali business-to-business
  Marc H. Levin
  Eric W. Narowski
  Robert Salvoni
  George H. Terhanian, Ph.D.
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, Form 10-K.
 11




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##### Table of Contents



1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Factors That May
    Affect Future Performance.
    Risks Related to
    Our Business
  Our business
    is vulnerable to fluctuations in general economic
    conditions.
    Failure to
    maintain our brand reputation and recognition could impair our
    ability to remain competitive.
    If we are
    unable to maintain adequate capacity and demographic composition
    of our existing online panel, our business, financial condition
    and results of operations may be adversely
    affected.
  sub-panels. sub-panel sub-panel
 12




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##### Table of Contents



We face
    competitive pressures within our industry and must continuously
    replace completed work with new projects.
  and/or
    Our
    outstanding debt obligations and ability to comply with related
    covenants could impact our financial condition or future
    operating results.
        A breach of
    our online security measures, security concerns, or liability
    arising from the use of the personal information of our online
    panel, could adversely affect our business.
     13




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##### Table of Contents



We must
    continue to attract and retain highly skilled
    employees.
    If our new
    senior management team is unsuccessful in rebuilding our
    business, it could have an adverse impact on our revenues,
    operations, results, or stock value.
    We may require
    additional cash resources which may not be available on
    favorable terms or at all.
      Our
    international operations expose us to a variety of operational
    risks which could negatively impact our future revenue and
    growth.
   14




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##### Table of Contents



If we are
    unable to enforce and protect our intellectual property rights
    our competitive position may be harmed.
    We may be
    subject to liability for publishing or distributing content over
    the Internet.
      Any failure in
    the performance of our technology infrastructure could harm our
    business.
     15




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##### Table of Contents



Risks Related to
    Our Common Stock
  Our business
    may be harmed if we cannot maintain our listing on the Nasdaq
    Global Select Stock Market.
      
    minimum $10,000,000 stockholders equity,
    minimum 750,000 publicly traded shares,
    minimum $5,000,000 market value of publicly held shares,
    $1.00 per share minimum bid price, and
    two registered and active market makers.    over-the-counter over-the-counter
 16




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##### Table of Contents



Our operating
    results may fluctuate from period to period and may not meet the
    expectations of securities analysts or investors or
    forward-looking statements we have made, which may cause the
    price of our common stock to decline.
  period-to-period
  Our stock
    price may be volatile, and you may not be able to resell shares
    of our common stock at or above the price you
    paid.
    Anti-takeover
    provisions in our charter and applicable law could delay or
    prevent an acquisition of our company.
   17




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    
    Rochester, New York;
    Princeton, New Jersey;
    Norwalk, Connecticut;
    Reston, Virginia;
    Minneapolis, Minnesota;
    Ann Arbor, Michigan;
    Portland, Oregon;
    Washington, District of Columbia;
    Brentford and Hazel Grove, United Kingdom;
    Ottawa and Toronto, Ontario;
    Montreal, Quebec;
    Paris, France;
    Hamburg and Munich, Germany;
    Hong Kong and Shanghai, China; and
    Singapore.   18




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##### Table of Contents



RemainingLease ObligationAddress

Location

Termination Date

June 30, 2010Great West Road

Brentford, United Kingdom

June 2020

$
2,012161 Sixth Avenue

New York, New York

April 2012


1,247101 Merritt 7 Corporate Park

Norwalk, Connecticut

May 2015


1,72060 Corporate Woods

Rochester, New York

July 2015


6,796160 Elgin

Ottawa, Ontario

February 2016


2,8191080 Beaver Hall Hill

Montreal, Quebec

April 2016


1,1565 Independence Way

Princeton, New Jersey

December 2018


4,753   Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    Fiscal 2010

Fiscal 2009High

Low

High

LowQuarter Ended:June 30

$
1.49


$
0.99


$
0.52


$
0.24March 31


1.55



1.02



0.67



0.15December 31


1.26



0.80



1.78



0.45September 30


1.10



0.37



1.98



1.27   Holders
    Dividends
    Issuer Purchases
    of Equity Securities
   19




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##### Table of Contents



Performance
    Graph
  5-year
  COMPARISON OF 5
    YEAR CUMULATIVE TOTAL RETURN*
    Among Harris Interactive Inc., The S&P Smallcap  600
    Index,
    The NASDAQ Composite Index, an Old Peer Group and a New Peer
    Group
  
  6/05


6/06


6/07


6/08


6/09


6/10Harris Interactive Inc.



100.00




117.04




109.86




41.27




8.42




21.77S&P Smallcap 600



100.00




113.92




132.20




112.80




84.25




104.16NASDAQ Composite



100.00




107.08




130.99




114.02




90.79




105.54Old Peer Group



100.00




121.62




150.35




106.33




74.54




103.48New Peer Group



100.00




121.03




149.71




105.39




73.98




103.55   6/30/05 ©
  The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
   20




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
 For the Years Ended June 30,2010


2009


2008


2007


2006(In thousands, except share and per share amounts)Statement of Operations Data:Revenue from services

$
168,415


$
184,334


$
238,723


$
211,803


$
212,184Operating expenses:Cost of services


107,266



115,235



140,578



122,052



122,148Selling, general and administrative


54,335



65,678



83,084



72,590



69,934Depreciation and amortization


6,714



7,610



8,526



5,295



5,961Gain on sale of assets














(788
)


Restructuring and other charges


623



12,010



4,609



337



250Goodwill impairment charge






40,250



86,497







Total operating expenses


168,938



240,783



323,294



199,486



198,293Operating income (loss)


(523
)


(56,449
)


(84,571
)


12,317



13,891Interest and other income


(58
)


(400
)


(1,119
)


(2,246
)


(1,534
)Loss on extinguishment of debt


724















Interest expense


2,029



3,433



1,951



290



20Income (loss) from continuing operations before income taxes


(3,218
)


(59,482
)


(85,403
)


14,273



15,405Provision (benefit) for income taxes


(1,052
)


15,849



(661
)


5,319



6,205Income (loss) from continuing operations


(2,166
)


(75,331
)


(84,742
)


8,954



9,200Income from discontinued operations, net of tax










124



122



260Net income (loss) available to holders of common stock

$
(2,166
)

$
(75,331
)

$
(84,618
)

$
9,076


$
9,460Basic net income (loss) per share:Continuing operations

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15Discontinued operations










0.00



0.00



0.00Basic net income (loss) per share

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15Diluted net income (loss) per share:Continuing operations

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15Discontinued operations










0.00



0.00



0.00Diluted net income (loss) per share

$
(0.04
)

$
(1.41
)

$
(1.60
)

$
0.16


$
0.15Weighted-average shares outstanding  basic


54,089,971



53,547,670



52,861,354



56,133,355



61,511,031Weighted-average shares outstanding  diluted


54,089,971



53,547,670



52,861,354



56,397,600



61,685,777 21




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##### Table of Contents



For the Years Ended June 30,2010


2009


2008


2007


2006(In thousands, except share and per share amounts)Balance Sheet Data:Cash and cash equivalents

$
14,158


$
16,752


$
32,874


$
28,911


$
11,465Marketable securities

$



$
1,010


$



$
4,418


$
45,145Working capital

$
7,430


$
10,778


$
32,489


$
22,046


$
62,026Total assets

$
73,130


$
84,527


$
187,049


$
242,038


$
256,923Short-term borrowings

$



$



$



$
19,625


$
Long-term borrowings

$
15,581


$
22,506


$
29,431


$



$
Total stockholders equity

$
16,034


$
18,123


$
98,636


$
172,356


$
203,644   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Note: All amounts shown below are in thousands of U.S. Dollars,
    unless otherwise noted.
  Overview
    
    Consolidated revenue was $168,415, down 9% from fiscal 2009,
    with a neutral impact from foreign currency exchange rate
    differences. While revenue was down from fiscal 2009, the rate
    of decline slowed significantly, as consolidated revenue for the
    second half of fiscal 2010 was approximately even with the
    second half of fiscal 2009.
    Consolidated bookings for the fourth quarter were up 5%,
    excluding foreign currency exchange rate differences, compared
    with the same prior year period. This growth was driven by
    increased bookings in the U.S., U.K., and France.
    Our operating loss was $523, compared with a loss of $56,449 for
    fiscal 2009. Our fiscal 2010 operating loss included $623 of
    restructuring and other charges, and our fiscal 2009 operating
    loss included a $40,250 goodwill impairment charge and $12,010
    in restructuring and other charges.
    We had $14,158 in cash at June 30, 2010 and generated
    positive cash flow from operations for fiscal 2010.  Critical
    Accounting Policies and Estimates
    
    Revenue recognition,
    Impairment of other intangible assets,
    Impairment of long-lived assets,
    Income taxes,
    Stock-based compensation,
    HIpoints loyalty program, and
    Contingencies and other accruals.   22




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##### Table of Contents



Revenue
    Recognition
        Impairment of
    Intangible Assets
    
    Significant under-performance relative to historical or
    projected future operating results;
    Significant changes in the manner of our use of acquired assets
    or the strategy for our overall business;
    Significant negative industry or economic trends;
    Significant decline in our stock price for a sustained
    period; and
    Significant decline in our market capitalization relative to net
    book value.    Impairment of
    Long-Lived Assets
   23




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##### Table of Contents



and/or
    
    Business Projections We make assumptions
    about the level of demand for our services in the marketplace.
    These assumptions drive our planning assumptions for revenue
    growth. We also make assumptions about our cost levels. These
    assumptions are key inputs for developing our cash flow
    projections. These projections are derived using our internal
    business plans.
    Growth Rate The growth rate is the expected
    rate at which an asset groups earnings stream is projected
    to grow beyond the planning period.
    Economic Projections Assumptions regarding
    general economic conditions are included in and affect our
    assumptions regarding revenue from services. These macroeconomic
    assumptions include inflation, interest rates and foreign
    currency exchange rates.  Income
    Taxes
       24




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##### Table of Contents



Stock-Based
    Compensation
    
    Expected volatility based on historical
    volatilities from daily share price observations for our stock
    covering a period commensurate with the expected term of the
    options granted.
    Expected life of the option based on the
    vesting terms of the respective option and a contractual life of
    ten years, calculated using the simplified method as
    allowed by
    ASC 718-10.
    Risk-free rate based on the implied yield
    available at the time the options were granted on
    U.S. Treasury zero coupon issues with a remaining term
    equal to the expected life of the option when granted.
    Dividend yield based on our historical
    practice of electing not to pay dividends to our stockholders.  Form 10-K.
    HIpoints
    Loyalty Program
   25




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##### Table of Contents



Contingencies
    and Other Accruals
    Explanation of
    Key Financial Statement Captions
  Revenue from
    Services
      
    Custom Research including, but not limited
    to, customer satisfaction surveys, market share studies, new
    product introduction studies, brand recognition studies,
    reputation studies, and ad concept testing.
    Tracking Studies studies that regularly ask
    identical questions to similar demographic groups within a
    constant interval (once a month, once a quarter, etc.) to feed
    business decision-makers with dynamic data and intelligence.
    Service Bureau Research data collection and
    other services that we perform primarily for market research
    industry clients.  Cost of
    Services
    
    Project Personnel Project personnel have four
    distinct roles: project management, survey design, data
    collection, and data analysis. We maintain project personnel in
    North America, Europe, and Asia. Labor costs are specifically
    allocated to the projects they relate to. We utilize a
    timekeeping system that tracks the time of project personnel as
    incurred for each specific revenue-generating project to
    determine the labor costs allocable to such project.
    Panelist Incentives Our panelists receive
    both cash and non-cash incentives (through programs such as our
    HIpoints loyalty program) for participating in our surveys. We
    award cash incentives to our panelists for participating in
    surveys, which are earned when we receive a timely and complete
    survey response. Non-cash incentives in the form of points are
    awarded to survey respondents who register for our online panel,
    complete online surveys, and refer others to join our online
    panel. The earned points are non-transferable and may be
    redeemed for gifts from a specific product folio at any time
    prior to their expiration. 26




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##### Table of Contents




    Data Processing We manage the processing of
    survey data using our own employees. We also engage third-party
    suppliers to perform data processing on an as-needed basis.
    Other Direct Costs Other direct costs include
    direct purchases, principally labor and materials, related to
    data collection and analysis, and the amortization of software
    developed for internal use.  Selling,
    General, and Administrative
    
    payroll and related costs, including commissions, for sales and
    marketing professionals;
    payroll and related costs for staff in the areas of finance,
    human resources, information technology, legal; and executive
    management, and
    other indirect costs necessary to support the business,
    including among others, office rents, travel, stock-based
    compensation and public company costs.  Operating
    Income (Loss)
    Provision
    (Benefit) for Income Taxes
   27




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##### Table of Contents



Results of
    Operations
    2010


%


2009


%


2008


%Revenue from services

$
168,415



100.0
%

$
184,334



100.0
%

$
238,723



100.0
%Operating expenses:Cost of services


107,266



63.7



115,235



62.5



140,578



58.9Selling, general, and administrative


54,335



32.3



65,678



35.6



83,084



34.8Depreciation and amortization


6,714



4.0



7,610



4.1



8,526



3.6Restructuring and other charges


623



0.4



12,010



6.5



4,609



1.9Goodwill impairment charge










40,250



21.8



86,497



36.2Operating loss


(523
)


(0.3
)


(56,449
)


(30.6
)


(84,571
)


(35.4
)Interest and other income


(58
)


(0.0
)


(400
)


(0.2
)


(1,119
)


(0.5
)Loss on extinguishment of debt


724



0.4















Interest expense


2,029



1.2



3,433



1.9



1,951



0.8Loss from continuing operations before taxes


(3,218
)


(1.9
)


(59,482
)


(32.3
)


(85,403
)


(35.8
)Provision (benefit) for income taxes


(1,052
)


(0.6
)


15,849



8.6



(661
)


(0.3
)Loss from continuing operations


(2,166
)


(1.3
)


(75,331
)


(40.9
)


(84,742
)


(35.5
)Income from discontinued operations, net of tax


















124



0.1Net loss

$
(2,166
)


(1.3
)

$
(75,331
)


(40.9
)

$
(84,618
)


(35.4
)     Fiscal Year
    Ended June 30, 2010 Versus Fiscal Year Ended June 30,
    2009
  Revenue from services.
    
    Revenue from U.S. operations of $96,942, down 14.1%
    compared with $112,821 for fiscal 2009 primarily due to the
    impact of the global recession on revenue for the first half of
    fiscal 2010 and declines across several of our
    U.S. industry sectors partially as a result of the loss of
    a large tracking study and the reduction in size of another.
    Revenue from Canadian operations of $20,653, up 3.6% compared
    with $19,939 for fiscal 2009. In local currency (Canadian
    Dollar), Canadian revenue decreased by 5.8% compared with fiscal
    2009. The decrease in Canadian revenue was primarily due to the
    impact of the global recession on revenue for the first half of
    fiscal 2010. 28




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##### Table of Contents




    Revenue from U.K. operations of $28,398, down 12.5% compared
    with $32,454 for fiscal 2009. In local currency (British Pound),
    U.K. revenue decreased by 11.0% compared with fiscal 2009. The
    decrease in U.K. revenue was primarily due to the decrease in
    scope of a large tracking study.
    Revenue from French operations of $11,764, up 37.8% compared
    with $8,535 for fiscal 2009. In local currency (Euro), French
    revenue increased by 32.7% compared with fiscal 2009. The
    increase in French revenue was primarily due to revenue
    generated from success in selling to new clients across several
    industry sectors.
    Revenue from German operations of $5,789, down 3.5% compared
    with $6,001 for fiscal 2009. In local currency (Euro), German
    revenue decreased by 6.4% compared with fiscal 2009. German
    revenue was essentially flat for the first nine months of fiscal
    2010 compared with the same prior year period, so the overall
    decrease was driven by sales growth later in the fourth quarter
    of fiscal 2010, which had less time to convert to revenue within
    that same quarter.    Cost of services.
  Selling, general, and
    administrative.
  
    a $5,675 decrease in payroll-related expense, driven primarily
    by headcount reductions taken during fiscal 2009;
    a $1,285 decrease in stock-based compensation expense, driven
    primarily by the forfeiture of stock options and restricted
    stock upon the departure of several senior executives during
    fiscal 2009 and 2010;
    a $765 decrease in office rent, driven by space reductions taken
    during fiscal 2009 and 2010; and
    a $698 decrease in travel expense, driven primarily by our
    continued focus on controlling these costs.    Depreciation and
    amortization.
  Restructuring and other
    charges.
 29




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##### Table of Contents



Form 10-K.
  Goodwill impairment charge. Form 10-K.
  Interest and other income.
  Loss on extinguishment of debt. Form 10-K.
  Interest expense.
  Income taxes.
 30




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##### Table of Contents



Fiscal Year
    Ended June 30, 2009 Versus Fiscal Year Ended June 30,
    2008
  Revenue from services.
    
    Revenue from U.S. operations of $112,821, down 26.2%
    compared with $152,894 for fiscal 2008. The decline in
    U.S. revenue was largely the result of the adverse
    macroeconomic trends experienced during fiscal 2009 as a result
    of the global recession, which caused revenue declines across
    the majority of our U.S. research groups compared with
    fiscal 2008.
    Revenue from Canadian operations of $19,939, down 19.0% compared
    with $24,628 for fiscal 2008. In local currency (Canadian
    Dollar), Canadian revenue decreased by 5.9% compared with fiscal
    2008. The decrease in Canadian revenue was principally driven by
    the adverse macroeconomic trends experienced during fiscal 2009
    as a result of the global recession and decreases in the
    research budgets at several of our Canadian units key
    clients.    
    Revenue from U.K. operations of $32,454, down 25.9% compared
    with $43,771 for fiscal 2008. In local currency (British Pound),
    U.K. revenue decreased by 7.5% compared with fiscal 2008. The
    decrease was primarily due to the adverse macroeconomic trends
    experienced during fiscal 2009 as a result of the global
    recession.
    Revenue from French operations of $8,535, up 9.1% compared with
    $7,823 for fiscal 2008. In local currency (Euro), French revenue
    increased by 18.0% compared with fiscal 2008. The increase in
    French revenue was principally driven by growth within the
    healthcare and consumer research groups.
    Revenue from German operations of $6,001, down 15.3% compared
    with $7,087 for fiscal 2008. In local currency (Euro), German
    revenue decreased by 12.6% compared with fiscal 2008. The
    decrease in German revenue was principally driven by decreases
    in the research budgets at several of our German units key
    clients.    Cost of services. Form 10-K,
  Selling, general, and
    administrative.
 31




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##### Table of Contents




    a $9,548 decrease in payroll-related expense, driven primarily
    by headcount reductions taken throughout this fiscal year;
    a $2,126 decrease in stock-based compensation expense, driven
    primarily by the forfeiture of stock options and restricted
    stock upon the departure of several senior executives from the
    prior management team throughout fiscal 2009;
    a $1,965 decrease in travel expense, driven primarily by our
    continued focus on controlling these costs; and
    a $942 decrease in office rent, driven by space reductions taken
    during fiscal 2008 and 2009.    Depreciation and
    amortization.
  Restructuring and other charges. Form 10-K.
  Goodwill impairment charge. Form 10-K.
  Interest and other income.
  Interest expense.
 32




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##### Table of Contents



Income taxes.
  Significant
    Factors Affecting Company Performance
  Key Operating
    Metrics
      Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4FY2009

FY2009

FY2009

FY2009

FY2010

FY2010

FY2010

FY2010Bookings

$
43.5


$
48.6


$
37.9


$
36.3


$
32.7


$
53.2


$
44.7


$
35.7Secured revenue

$
60.1


$
58.0


$
56.0


$
48.8


$
42.5


$
51.1


$
54.6


$
46.6     Bookings
    
    U.S. bookings increased 2%, driven by increases in the
    technology, media, and telecom industry sector as a result of
    new leadership and sales resources, and the financial services
    industry sector as a result of our sales push during the fourth
    quarter. These increases were offset, in part, by a decline in
    the healthcare industry sector due to that group requiring more
    time to rebuild its sales pipeline.
    U.K. bookings increased 22%, driven primarily by the timing of a
    large, recurring tracking study that was sold during the fourth
    quarter of fiscal 2010, compared with the third quarter of
    fiscal 2009.
    French bookings increased 8%, due primarily to success in
    selling to new clients across several industry sectors.    Secured Revenue
 33




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##### Table of Contents



Liquidity and
    Capital Resources
  Cash and Cash
    Equivalents
    2010

2009

2008Net cash provided by (used in) operating activities

$
6,461


$
(4,334
)

$
17,972Net cash used in investing activities


(631
)


(2,256
)


(20,813
)Net cash provided by (used in) financing activities


(7,031
)


(8,015
)


6,436   Net cash provided by (used in) operating
    activities.
    Net cash used in investing
    activities.
    Net cash provided by (used in) financing
    activities.
   34




---



##### Table of Contents



Working
    Capital
      Credit
    Facilities
  Form 10-K.
    Form 10-K.
 35




---



##### Table of Contents



Interest Rate
    Swap
  three-month
  re-designated
      Off-Balance Sheet
    Risk Disclosure
  Regulation S-K.
  Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 YearsLong-term debt obligations

$
15,581


$
4,794


$
9,588


$
1,199


$
Interest obligations on long-term debt(1)


2,446



1,250



1,196







Operating lease obligations


25,124



5,434



8,762



8,073



2,855Other long-term liabilities(2)


146



12



134







Total

$
43,297


$
11,490


$
19,680


$
9,272


$
2,855     (1)
    
    Interest obligations shown above were derived using an interest
    rate of 9.07%. This rate is a combination of the 4.32% that is
    fixed by our interest rate swap, and the 4.75% additional spread
    based on a pricing grid tied to our consolidated leverage ratio.
    These rates are more fully 36




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##### Table of Contents



described in Note 11, Borrowings, to the
    consolidated financial statements contained in this Annual
    Report on
    Form 10-K.(2)
    
    Amounts in the 1-3 Years category include $122
    for liabilities associated with uncertain tax positions,
    determined in accordance with the FASB guidance for uncertain
    tax positions, as more fully described in Note 16,
    Income Taxes, to the consolidated financial
    statements contained in this Annual Report on
    Form 10-K.  Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted
  Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk      Interest Rate
    Exposure
    12-month
  Foreign Currency
    Exposure
  Non-U.S. transactions
 37




---



##### Table of Contents



38




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Index to
    Consolidated Financial Statements
   
 Report of Independent Registered Public
    Accounting Firm


40Consolidated Balance Sheets at June 30, 2010
    and 2009


41Consolidated Statements of Operations for the
    years ended June 30, 2010, 2009, and 2008


42Consolidated Statements of Cash Flows for the
    years ended June 30, 2010, 2009, and 2008


43Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2010, 2009, and 2008


44Notes to Consolidated Financial Statements
    (including unaudited quarterly results of operations)


45Index to Financial Statement Schedules


83Schedule II  Valuation and
    Qualifying Accounts


88    39




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders of Harris
    Interactive Inc.
    PricewaterhouseCoopers LLP
    40




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    BALANCE SHEETS  (in thousands,
    except share and per share amounts)
  June 30,


June 30,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
14,158


$
16,752Marketable securities






1,010Accounts receivable, less allowances of $641 and $779,
    respectively


23,735



23,163Unbilled receivables


7,566



6,520Prepaid expenses and other current assets


3,722



7,244Deferred tax assets


375



632Total current assets


49,556



55,321Property, plant and equipment, net


5,626



8,015Other intangibles, net


16,382



18,540Deferred tax assets






284Other assets


1,566



2,367Total assets

$
73,130


$
84,527LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
8,952


$
6,738Accrued expenses


16,768



18,349Current portion of outstanding debt


4,794



6,925Deferred revenue


11,612



12,531Total current liabilities


42,126



44,543Long-term debt


10,787



15,581Deferred tax liabilities


2,391



3,163Other long-term liabilities


1,792



3,117Commitments and contingencies (Note 19)Stockholders equity:Preferred stock, $.001 par value, 5,000,000 shares
    authorized; 0 shares issued and outstanding at
    June 30, 2010 and 2009






Common stock, $.001 par value, 100,000,000 shares
    authorized; 54,465,449 shares issued and outstanding at
    June 30, 2010 and 53,964,482 shares issued and
    outstanding at June 30, 2009


54



54Additional paid-in capital


185,726



184,860Accumulated other comprehensive income


2,558



3,347Accumulated deficit


(172,304
)


(170,138
)Total stockholders equity


16,034



18,123Total liabilities and stockholders equity

$
73,130


$
84,527    41




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  (in thousands, except share and per share amounts)
  For the Years Ended June 30,2010


2009


2008Revenue from services

$
168,415


$
184,334


$
238,723Operating expenses:Cost of services


107,266



115,235



140,578Selling, general, and administrative


54,335



65,678



83,084Depreciation and amortization


6,714



7,610



8,526Restructuring and other charges


623



12,010



4,609Goodwill impairment charge






40,250



86,497Total operating expenses


168,938



240,783



323,294Operating loss


(523
)


(56,449
)


(84,571
)Interest and other income


(58
)


(400
)


(1,119
)Loss on extinguishment of debt


724







Interest expense


2,029



3,433



1,951Loss from continuing operations before income taxes


(3,218
)


(59,482
)


(85,403
)Provision (benefit) for income taxes


(1,052
)


15,849



(661
)Loss from continuing operations


(2,166
)


(75,331
)


(84,742
)Income from discontinued operations, net of provision for income
    taxes










124Net loss

$
(2,166
)

$
(75,331
)

$
(84,618
)Basic and diluted net loss per share:Continuing operations

$
(0.04
)

$
(1.41
)

$
(1.60
)Discontinued operations










0.00Basic and diluted net loss per share

$
(0.04
)

$
(1.41
)

$
(1.60
)Weighted-average shares outstanding  basic and diluted


54,089,971



53,547,670



52,861,354    42




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (In
    thousands)
  For the Years Ended June 30,2010


2009


2008Cash flows from operating activities:Net loss

$
(2,166
)

$
(75,331
)

$
(84,618
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities Depreciation and amortization


8,145



9,125



10,042Deferred taxes


(276
)


16,831



(1,702
)Stock-based compensation


680



1,965



4,091Goodwill impairment charge






40,250



86,497Non-cash portion of loss on extinguishment of debt


550







401(k) stock-based matching contribution










951Bad debt expense






532



548Amortization of deferred financing costs


442



479



114Amortization of premium on marketable securities


2



4



Gain on sale of discontinued operations










(220
)(Increase) decrease in assets, net of acquisitions Accounts receivable


(1,254
)


9,339



4,888Unbilled receivables


(1,530
)


4,199



918Prepaid expenses and other current assets


2,051



(235
)


(2,529
)Other assets


(153
)


(559
)


(241
)(Decrease) increase in liabilities, net of
    acquisitions Accounts payable


2,482



(2,307
)


(352
)Accrued expenses


(636
)


(6,096
)


1,292Deferred revenue


(847
)


(3,326
)


(2,034
)Other liabilities


(1,029
)


796



388Net cash used in operating activities of discontinued operations










(61
)Net cash provided by (used in) operating activities


6,461



(4,334
)


17,972Cash flows from investing activities:Cash paid in connection with acquisitions, net of cash acquired










(21,727
)Purchase of marketable securities






(3,703
)


(15,000
)Proceeds from maturities and sales of marketable securities


998



2,688



19,420Capital expenditures


(1,629
)


(1,241
)


(3,704
)Proceeds from sale of discontinued operations and assets held
    for sale










219Net cash used in investing activities of discontinued operations










(21
)Net cash used in investing activities


(631
)


(2,256
)


(20,813
)Cash flows from financing activities:Increases in borrowings, net of financing costs










14,525Credit agreement amendment financing costs


(296
)


(1,274
)


Repayments of borrowings


(6,925
)


(6,925
)


(8,648
)Proceeds from exercise of employee stock options and employee
    stock purchases


190



184



526Excess tax benefits from share-based payment awards










33Net cash provided by (used in) financing activities


(7,031
)


(8,015
)


6,436Effect of exchange rate changes on cash and cash equivalents


(1,393
)


(1,517
)


368Net increase (decrease) in cash and cash equivalents


(2,594
)


(16,122
)


3,963Cash and cash equivalents at beginning of period


16,752



32,874



28,911Cash and cash equivalents at end of period

$
14,158


$
16,752


$
32,874    43




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
 CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY  (In
    thousands)
  Common Stock


Additional


Other





TotalOutstanding


Paid-in


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Income


Deficit


EquityBalance at July 1, 2007


52,834


$
53


$
177,169


$
5,392


$
(10,258
)

$
172,356Comprehensive income (loss):Net loss


















(84,618
)


(84,618
)Change in fair value of interest rate swap, net of tax














(516
)






(516
)Unrealized gain on marketable securities














7







7Foreign currency translation














5,797







5,797Total comprehensive loss






















(79,330
)Adjustment for initial implementation of guidance on uncertain
    tax positions


















69



69Issuance of stock for restricted stock grants and exercise of
    options


423



1



17











18Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


251







579











579Issuance of common stock under 401(k) Plan


276







951











951Income tax shortfall on exercise of stock options










(98
)










(98
)Stock-based compensation expense










4,091











4,091Balance at June 30, 2008


53,784


$
54


$
182,709


$
10,680


$
(94,807
)

$
98,636Comprehensive income (loss):Net loss


















(75,331
)


(75,331
)Change in fair value of interest rate swap














244







244Actuarial loss on postretirement obligation














(61
)






(61
)Unrealized gain on marketable securities














12







12Foreign currency translation














(7,528
)






(7,528
)Total comprehensive loss






















(82,664
)Issuance of stock for restricted stock grants and exercise of
    options


(229
)






(4
)










(4
)Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


409







190











190Stock-based compensation expense










1,965











1,965Balance at June 30, 2009


53,964


$
54


$
184,860


$
3,347


$
(170,138
)

$
18,123Comprehensive income (loss):Net loss


















(2,166
)


(2,166
)Change in fair value of interest rate swap














(33
)






(33
)Change in postretirement obligation, net of tax














242







242Unrealized loss on marketable securities














(10
)






(10
)Foreign currency translation














(988
)






(988
)Total comprehensive loss






















(2,955
)Issuance of stock for restricted stock grants and exercise of
    options


109Issuance of common stock under Employee Stock Purchase Plan and
    U.K. Limited Share Incentive Plan


392







186











186Stock-based compensation expense










680











680Balance at June 30, 2010


54,465


$
54


$
185,726


$
2,558


$
(172,304
)

$
16,034  44




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##### Table of Contents



HARRIS
    INTERACTIVE INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
    Years Ended June 30, 2010, 2009, and 2008
    (In thousands, except share and per share amounts)
  1.
    Description of
    Business    2.
    Summary of
    Significant Accounting Policies  Principles of
    Consolidation
    Use of
    Estimates
    Cash and Cash
    Equivalents
    Marketable
    Securities
  available-for-sale Available-for-sale available-for-sale
  Accounts
    Receivable and Allowance for Doubtful Accounts
    Concentration
    of Credit Risk
   45




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Property,
    Plant and Equipment
      Computer equipment


3 yearsNon-computer equipment


5 yearsFurniture and fixtures


7 years     Business
    Combinations
    Goodwill
  non-amortizable
   46




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Intangible
    Assets
      Contract-based intangibles


2 to 4 yearsInternet respondent database


2 to 9 yearsCustomer relationships


3 to 10 yearsTrade names


0.5 to 20 years     Computer
    Software Developed or Obtained for Internal Use
    Long-Lived
    Assets
     47




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  and/or
    
    Business Projections The Company makes
    assumptions about the level of demand for its services in the
    marketplace. These assumptions drive the Companys planning
    assumptions for revenue growth. The Company also makes
    assumptions about its cost levels. These assumptions are key
    inputs for developing the Companys cash flow projections.
    These projections are derived using the Companys internal
    business plans.
    Growth Rate The growth rate is the expected
    rate at which an asset groups earnings stream is projected
    to grow beyond the planning period.
    Economic Projections Assumptions regarding
    general economic conditions are included in and affect the
    Companys assumptions regarding revenue from services.
    These macroeconomic assumptions include inflation, interest
    rates, and foreign currency exchange rates.    Fair Value of
    Financial Instruments
     48




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Derivative
    Financial Instruments
        Post-employment
    Payments
    Revenue
    Recognition
   49




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)     out-of-pocket
  Cost of
    Services
    Panelist
    Incentives
        Advertising
    Expenses
   50




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Stock-Based
    Compensation
  catch-up
    Debt Issuance
    Costs
    Income
    Taxes
     51




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Net Income
    (Loss) Per Share
    Foreign
    Currency Translation
    Comprehensive
    Income (Loss)
  available-for-sale
  Segment
    Reporting
   52




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)  Recently Adopted
    Accounting Pronouncements and Accounting Pronouncements Not Yet
    Adopted
  Accounting for
    Transfers of Financial Assets
  Accounting for Transfers of Financial Assets,
    an Amendment of FASB Statement No. 140
  Amendments to
    Accounting for Variable Interest Entities
  Amendments to FASB Interpretation
    No. 46(R
  Accounting
    Standards Codification
  The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB Statement
    No. 162
  Fair Value
    Measurement of Liabilities
  and/or
 53




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   2.
    Summary of
    Significant Accounting
    Policies  (Continued)    Fair Value
    Disclosures
  2010-06, Improving Disclosures about Fair Value Measurements 2010-06 820-10 2010-06 820-10
  Subsequent
    Events
  Subsequent
    Events 2010-09, Subsequent Events Amendments to Certain Recognition
    and Disclosure Requirements. 2010-09 855-10. 855-10 2010-09
  3.
    Business
    Combinations  Decima
    Research
   54




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   3.
    Business
    Combinations  (Continued)         55




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   3.
    Business
    Combinations  (Continued)    Current assets

$
6,441Property, plant and equipment


3,011Goodwill


8,361Intangible assets


11,858Deferred tax assets


198Total assets acquired

$
29,869Current liabilities

$
(7,842
)Other liabilities


(47
)Deferred tax liability


(3,915
)Total liabilities assumed

$
(11,804
)Net assets acquired

$
18,065     
    The Decima Short Term Earn-Out and the Decima Long Term Earn-Out
    were replaced by a post-closing payment of CAD$2,000 (the
    New Decima Post-Closing Payment), payable in
    installments as follows: (a) CAD$250 on January 1,
    2009, (b) CAD$250 on June 30, 2009, and
    (c) CAD$500 on each of June 30, 2010, 2011 and 2012.
    The installments due and owing through June 30, 2010 have
    been paid.
    The installments of the New Decima Post-Closing Payment are
    subject to a formula-based, automatic reduction if any of the
    Decima Sellers (other than Bruce A. Anderson, the former
    president of Decima) voluntarily or otherwise terminates his or
    her employment with Decima prior to June 30, 2012.
    Canco will cause Decima to implement a performance incentive
    bonus plan providing for payment of performance bonuses in an
    annual aggregate maximum of CAD$500 in each of fiscal years
    2009-2012,
    subject to achievement of budgeted and projected EBITDA levels.    Marketshare
   56




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   3.
    Business
    Combinations  (Continued)            Current assets

$
355Property, plant and equipment


140Goodwill


2,117Intangible assets


766Other long-term assets


44Total assets acquired

$
3,422Current liabilities

$
(288
)Deferred tax liability


(136
)Total liabilities assumed

$
(424
)Net assets acquired

$
2,998    4.
    Restructuring and
    Other Charges  Restructuring
  Fiscal
    2009
   57




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   4.
    Restructuring and
    Other Charges  (Continued)            Fiscal
    2008
     58




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   4.
    Restructuring and
    Other Charges  (Continued)            Summary of
    Restructuring Charges and Reserves
    2010


2009


2008Severance obligations

$



$
5,306


$
1,556Lease commitments






894



771Reversals of prior accruals






(543
)


(64
)$



$
5,657


$
2,263     Balance,














Balance,July 1,


Costs


Changes in


Cash


Non-Cash


June 30,2009


Incurred


Estimate


Payments


Settlements


2010Severance payments

$
1,225


$



$
(7
)

$
(1,218
)

$



$
Lease commitments


992











(584
)






408Remaining reserve

$
2,217


$



$
(7
)

$
(1,802
)

$



$
408  59




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   4.
    Restructuring and
    Other Charges  (Continued)    Other
    Charges
    
    Contractually obligated payments to former executives In connection with their departures from the
    Company during fiscal 2009, Gregory T. Novak, Ronald E. Salluzzo
    and David B. Vaden became entitled to certain contractually
    obligated cash payments. The cash payments to Mr. Novak
    will be completed in December 2010, while the cash payments to
    Messrs. Salluzzo and Vaden were completed in December 2009
    and February 2010, respectively.    
    Consultant fees During fiscal 2009,
    the Company incurred fees for services rendered by a consulting
    firm related to, among others, performance improvement
    initiatives, bank negotiations, and an interim CFO arrangement,
    the details of which are described in Note 21,
    Related-Party Transactions, to these consolidated
    financial statements.
    Cost of reviewing strategic alternatives During fiscal 2008, the Company incurred
    legal, accounting, banking, and other costs in connection with a
    decision by the Companys board of directors (the
    Board) to investigate strategic alternatives
    available to the Company. After retaining an investment bank to
    assist with this process and considering the results of the
    investigations, the Board determined that it was in the best
    interests of the Companys stockholders to discontinue the
    process.
    Other For fiscal 2010,
    Other included costs associated with reorganizing
    the operational structure of the Companys Asia operations
    and costs incurred to close the Companys telephone-based
    data collection center in Brentford, United Kingdom. For fiscal
    2009, Other included bad debt expense for a note
    receivable for which collectability became doubtful, recruitment
    fees for senior executives, and legal fees associated with the
    waiver and amendments to the Companys credit agreement due
    to certain financial covenant violations.  2010


2009


2008Consultant fees

$



$
3,095


$
Contractually obligated payments to former executives






1,997



762Cost of reviewing strategic alternatives










1,584Other


623



1,261



$
623


$
6,353


$
2,346   60




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
  5.
    Fair Value
    Measurements    
    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities.
    Level 2 inputs include data points that are observable such
    as quoted prices for similar assets or liabilities in active
    markets, quoted prices for identical assets or similar assets or
    liabilities in markets that are not active, and inputs (other
    than quoted prices) such as interest rates and yield curves that
    are observable for the asset and liability, either directly or
    indirectly.
    Level 3 inputs are unobservable data points for the asset
    or liability, and include situations where there is little, if
    any, market activity for the asset or liability.    Recurring Fair Value MeasurementsQuoted

SignificantPrices in

Other

SignificantActive

Observable

UnobservableMarkets

Inputs

Inputs(Level 1)

(Level 2)

(Level 3)

TotalAt June 30, 2010Financial assets:Cash equivalents

$



$



$



$
Available for sale marketable securities














Financial liabilities:Interest rate swap contract

$



$
889


$



$
889At June 30, 2009Financial assets:Cash equivalents

$



$
2,720


$



$
2,720Available for sale marketable securities






1,010







1,010Financial liabilities:Interest rate swap contract

$



$
1,351


$



$
1,351        6.
    Marketable
    Securities   61




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   6.
    Marketable
    Securities  (Continued)    available-for-sale available-for-sale
  7.
    Property, Plant
    and Equipment    2010


2009Furniture and fixtures

$
7,168


$
7,354Equipment


34,683



35,141Leasehold improvements


11,738



12,05853,589



54,553Accumulated depreciation


(47,963
)


(46,538
)$
5,626


$
8,015     8.
    Goodwill    Fiscal
    2009
      
    operating losses in its single reporting unit for the fiscal
    quarters ended September 30, 2008 and December 31,
    2008;
    potential declines in market research spending for calendar year
    2009 based on industry forecasts from Inside Research;
    headcount reductions and related charges as announced in October
    and December 2008, the details of which are described in
    Note 4, Restructuring and Other Charges, to
    these consolidated financial statements; and
    a 62% decline in the Companys per share stock price from
    $1.73 at September 30, 2008 to $0.65 at December 31,
    2008, which resulted in a market capitalization that, based on
    the Companys per share stock price as of market close on
    December 31, 2008, was below the carrying value of its
    reporting units net assets at that date. 62




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   8.
    Goodwill  (Continued)       Fiscal
    2008
        Balance at July 1, 2007

$
115,466Acquisition of Decima Research, Inc. (Note 3)


8,034Acquisition of Marketshare (Note 3)


2,109Foreign currency translation adjustments


3,680Purchase accounting adjustments related to MediaTransfer, Decima
    and Marketshare acquisitions


30Prior period purchase accounting adjustment of deferred taxes


(17
)Goodwill impairment charge


(86,497
)Balance at June 30, 2008

$
42,805Foreign currency translation adjustments


(2,404
)Prior period purchase accounting adjustment of deferred taxes


(151
)Goodwill impairment charge


(40,250
)Balance at June 30, 2009

$
  63




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
  9.
    Acquired
    Intangible Assets Subject to Amortization    2010Weighted-Average


Gross





NetAmortization Period


Carrying


Accumulated


Book(In Years)


Amount


Amortization


ValueContract-based intangibles


3


$
1,768


$
1,768


$
Internet respondent database


7



3,000



2,187



813Customer relationships


10



21,039



8,677



12,362Trade names


16



5,283



2,076



3,207Total





$
31,090


$
14,708


$
16,382   2009Weighted-Average


Gross





NetAmortization Period


Carrying


Accumulated


Book(In Years)


Amount


Amortization


ValueContract-based intangibles


3


$
1,768


$
1,768


$
Internet respondent database


7



3,330



2,100



1,230Customer relationships


10



20,286



6,436



13,850Trade names


16



5,298



1,838



3,460Total





$
30,682


$
12,142


$
18,540   2010


2009


2008Aggregate amortization expense:For the fiscal year ended June 30:

$
2,803


$
2,976


$
3,441Estimated amortization expense for the fiscal years ending June
    30:2011

$
2,7352012

$
2,7352013

$
2,5842014

$
2,1942015

$
1,617Thereafter

$
4,516    64




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
  10.
    Accrued
    Expenses    2010


2009Panelist incentives

$
3,282


$
3,989Project-related accruals


2,181



1,833Payroll and withholding expenses


1,996



1,950Accrued vacation


1,308



1,965Bonuses


1,193



1,779Other


6,808



6,833$
16,768


$
18,349     11.
    Borrowings   65




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   11.
    Borrowings  (Continued)    Original Credit
    Agreement


Amended and Restated Credit
    AgreementAvailability:$5,000 Revolving Line


$5,000 Revolving Line Until certain leverage ratios are achieved, advances
    require minimum cash balances and no outstanding balance may
    exist at least 5 consecutive days in every
    30-day period


 The Revolving Line may be used to back
    Letters of Credit. The Revolving Line may be used to back Letters of
    Credit


 Requires the Company to maintain a
    minimum cash balance of the greater of $5,000 and 1.2 times the
    outstanding amount under the Revolving Line (including
    outstanding letters of credit)Term Loan A  original principal, $12,000


Term Loan  original principal, $15,581Term Loan B, as consolidated with Term Loan C 
    original principal $22,625Pricing Grid:Not applicable


See belowInterest:Company option:


Company option: Base Rate (greater of Federal Funds Rate plus 0.5%,
    LIBOR plus 1%, or Prime) plus 4%


 Base Rate (greater of Federal Funds Rate
    plus 0.5%, LIBOR plus 1%, or Prime) plus an Applicable Rate
    based on the pricing grid tied to the Companys
    Consolidated Total Leverage Ratio, as described below (the
    Pricing Grid)OR LIBOR plus 5%


OR LIBOR plus an Applicable Rate based on
    the Pricing GridThe Company elected LIBOR and the interest swap agreement, which
    fixed the LIBOR-based portion of the rate at 5.08%, remained
    unchanged. With the spread, the effective rate on the Term Loans
    was 10.08%.


The Company elected LIBOR and the interest swap
    agreement fixes the LIBOR-based portion of the rate at 4.32%. At
    June 30, 2010, with the spread at 4.75% (based on the rate set
    until the first quarterly adjustment pursuant to the Pricing
    Grid), the effective rate on the Term Loan is 9.07%.Interest payments are due at end of LIBOR interest periods, but
    at least quarterly in arrears


Interest payments are due at end of LIBOR interest
    periods, but at least quarterly in arrears   66




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   11.
    Borrowings  (Continued)  Original Credit
    Agreement


Amended and Restated Credit
    AgreementLetter of credit participation fees equal to 5% of outstanding
    face amounts


Letter of credit fees equal to 5% of outstanding
    face amounts until the first quarterly adjustment pursuant to
    the Pricing Grid, and are set under the Pricing Grid thereafterInterest Rate Swap:Fixes the floating LIBOR interest portion of the rates on the
    amounts outstanding under the Term Loans at 5.08% through
    September 21, 2012


Fixes the floating LIBOR interest portion of the
    rates on the amounts outstanding under the Term Loan (reflecting
    the consolidation of Term Loans A and B into a single Term Loan)
    at 4.32% through September 30, 2013Three-month LIBOR rate received on the swap matches the LIBOR
    base rate paid on the Term Loans


Three-month LIBOR rate received on the swap matches
    the LIBOR base rate paid on the Term LoanNotional amount equal to outstanding amount of the Term Loans


Notional amount of $15,581 at June 30, 2010, equal
    to outstanding amount of the Term LoanUnused Facility Fees:Fee fixed at 1.0% of unused Revolving Line amount


Fee fixed at 0.75% of unused Revolving Line amountPrincipal Payments:Term Loans  September 21, 2012


Term Loan Maturity  September 30, 2013Revolving Line Maturity  July 15, 2010


Revolving Line Maturity  September 30,
    2013Revolving Line  payable at maturity


Revolving Line  payable at maturityQuarterly Term Loan Payments  $1,731


Quarterly Term Loan Payments  $1,199Financial Covenants:Minimum Consolidated Interest Coverage Ratio ranging over
    various quarters between 3.00:1.00 and 1.75:1.00


Minimum Consolidated Interest Coverage Ratio of at
    least 3.00:1.00Maximum Consolidated Leverage Ratio ranging over various quarters between 6.40:1.00 and 2.00:1.00Minimum Consolidated Revenue (trailing 3 months) ranging over various quarters between $33,200 and $45,400


Maximum Consolidated Leverage Ratio of 2.90:1.00 for quarterly periods ending through December 31, 2010, 2.70:1.00 for the quarterly period ending March 31, 2011, and 2.50:1.00 for quarterly periods ending thereafter.Minimum cash balance of the greater of $5,000 and 1.2 times the outstanding amount under the Revolving Line (including outstanding letters of credit)Collateral:Secured by all domestic assets and 66% of equity interests in
    first tier foreign subsidiaries


Secured by all domestic assets and 66% of equity
    interests in first tier foreign subsidiaries  67




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   11.
    Borrowings  (Continued)    ABR








CommitmentConsolidated Total

Applicable


Adjusted LIBO


Letter of Credit


FeePricing Level

Leverage Ratio

Rate


Applicable Rate


Applicable Rate


Rate1

< 1.0


2.50
%


3.50
%


3.50
%


0.50
%2

3
    1.0 but < 1.5


3.25
%


4.25
%


4.25
%


0.75
%3

3
    1.5 but < 2.0


3.50
%


4.50
%


4.50
%


0.75
%4

3
    2.0 but < 2.5


3.75
%


4.75
%


4.75
%


0.75
%5

3
    2.5


4.00
%


5.00
%


5.00
%


1.00
%         Total2011

$
4,7942012


4,7942013


4,7942014


1,199$
15,581       Interest Rate
    Swap
     68




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   11.
    Borrowings  (Continued)        12.
    Derivative
    Financial Instruments    Fair Value of
    Derivative Instruments in Consolidated Balance
    Sheet
  June 30, 2010Balance Sheet Location


Fair ValueInterest rate swap agreements designated as cash flow hedges


Other liabilities


$
889Total derivatives designated as hedging instruments





$
889Total derivatives





$
889  69




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   12.
    Derivative
    Financial Instruments  (Continued)  Effects of
    Derivative Instruments on Income and Accumulated Other
    Comprehensive Income (OCI)
  Amount and Locationof Gain (Loss)Amount and Location

Recognized in IncomeAmount of Gain


of Gain (Loss)

on Derivative(Loss) Recognized in


Reclassified from

(Ineffective PortionAccumulated OCI


Accumulated OCI

and Amounton Derivative


into Income

Excluded from(Effective Portion)


(Effective Portion)

Effectiveness Testing)June 30, 2010


June 30, 2010

June 30, 2010Cash flow hedges:Interest rate swap

$
358


$
837


Interest expense

$



Interest and other income   Amount and Locationof Gain (Loss)Amount and Location

Recognized in IncomeAmount of Gain


of Gain (Loss)

on Derivative(Loss) Recognized in


Reclassified from

(Ineffective PortionAccumulated OCI


Accumulated OCI

and Amounton Derivative


into Income

Excluded from(Effective Portion)


(Effective Portion)

Effectiveness Testing)June 30, 2009


June 30, 2009

June 30, 2009Cash flow hedges:Interest rate swap

$
30


$
361


Interest expense

$
(1,017)


Interest and other income    13.
    Stockholders
    Equity  Common
    Stock
    Restricted
    Stock Award Withholdings
    Stockholder
    Rights Plan
   70




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   13.
    Stockholders
    Equity  (Continued)  ten-day
    14.
    Stock-Based
    Compensation     71




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   14.
    Stock-Based
    Compensation  (Continued)    2010


2009


2008Cost of services

$
18


$
54


$
184Selling, general, and administrative


662



1,911



3,907$
680


$
1,965


$
4,091     ASC 718-10
  Long Term
    Incentive Plans
      Investor Stock
    Options
   72




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   14.
    Stock-Based
    Compensation  (Continued)  Summary of
    Options and Restricted Stock Award Status
    2010


2009


2008Weighted-





Weighted-





Weighted-Average





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOptions outstanding at July 1


3,857,209


$
3.09



5,804,172


$
5.32



5,576,373


$
5.34Granted


1,248,812



0.97



1,910,000



0.93



775,314



4.17Forfeited


(1,232,569
)


3.20



(3,856,963
)


5.37



(511,515
)


4.20Exercised


















(36,000
)


0.47Options outstanding at June 30


3,873,452


$
2.38



3,857,209


$
3.09



5,804,172


$
5.32       2010

2009

2008Risk-free interest rate


2.7
%


2.7
%


4.2
%Weighted-average expected life (in years)


6.3



6.3



6.3Volatility factor


68
%


56
%


59
%Dividend yield










Weighted-average fair value

$
0.62


$
0.51


$
2.48       Options Outstanding


Options ExercisableWeighted-











Weighted-Average


Weighted-








Average


WeightedRemaining


Average


Aggregate





Remaining


Average


AggregateRange of

Number of


Contractual


Exercise


Intrinsic


Number of


Contractual


Exercise


IntrinsicExercise Prices

Options


Life (In Years)


Price


Value


Options


Life (In Years)


Price


Value$ 0.38  1.18


2,562,736



3.2


$
0.97



223



519,375



3.1


$
0.92



732.10  3.97


279,740



0.7



2.47



(394
)


276,623



0.7



2.47



(390
)4.05  5.81


558,176



2.2



4.75



(2,059
)


495,809



2.1



4.80



(1,854
)6.27  8.57


472,800



1.4



7.14



(2,873
)


472,800



1.4



7.14



(2,873
)3,873,452



2.6


$
2.38


$
(5,103
)


1,764,607



2.0


$
3.92


$
(5,044
)  73




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   14.
    Stock-Based
    Compensation  (Continued)      2010


2009


2008Weighted-





Weighted-





Weighted-Average





Average





AverageGrant Date





Grant Date





Grant DateShares


Fair Value


Shares


Fair Value


Shares


Fair ValueRestricted shares outstanding at July 1


110,718


$
2.86



555,574


$
3.79



200,622


$
5.63Granted


119,000



1.09



128,833



1.04



673,925



3.61Forfeited


(24,331
)


4.59



(412,785
)


3.47



(197,020
)


4.22Vested


(131,636
)


1.37



(160,904
)


3.04



(121,953
)


5.12Restricted shares outstanding at June 30


73,751


$
2.09



110,718


$
2.86



555,574


$
3.79     RestrictedStock


StockOptions


Awards


Total2011

$
425


$
104


$
5292012


302



14



3162013


186







1862014


66







66Total

$
979


$
118


$
1,097Weighted-average vesting period (in years)


3.0



1.1



3.0   Employee Stock
    Purchase Plans
     74




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   14.
    Stock-Based
    Compensation  (Continued)      2010

2009

2008Risk-free interest rate


0.3
%


1.6
%


3.8
%Weighted-average expected life (in years)


0.5



0.5



0.5Volatility factor


108
%


80
%


51
%Dividend yield










Weighted-average fair value

$
0.25


$
0.50


$
1.33     15.
    401(k)
    Plan       75




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
  16.
    Income
    Taxes    2010


2009


2008U.S.

$
(153
)

$
(44,457
)

$
(55,612
)Foreign


(3,065
)


(15,025
)


(29,791
)$
(3,218
)

$
(59,482
)

$
(85,403
)     2010


2009


2008Current:Federal

$
(1,053
)

$
(1,375
)

$
853State


56



192



412Foreign


439



42



493$
(558
)

$
(1,141
)

$
1,758Deferred:Federal

$
(73
)

$
15,010


$
(700
)State


(17
)


3,028



(511
)Foreign


(404
)


(1,048
)


(1,208
)$
(494
)

$
16,990


$
(2,419
)$
(1,052
)

$
15,849


$
(661
)     2010


2009


2008Provision at federal statutory rate

$
(1,127
)

$
(20,819
)

$
(29,891
)State income tax provision, net of federal effect


25



3,220



(64
)Unremitted earnings and rate differential of foreign subsidiaries


634



534



(114
)Stock-based compensation


155



1,981



458Change in valuation allowance


(906
)


18,908



493Alternative minimum tax credit






(1,182
)


Non-deductible portion of goodwill impairment charge






13,049



28,176Other


167



158



281$
(1,052
)

$
15,849


$
(661
)  76




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   16.
    Income
    Taxes  (Continued)    2010


2009Operating loss carryforwards

$
15,789


$
14,942Internet database development expenses


1,016



977Stock-based compensation


518



573HIpoints accrual


1,086



1,240Capital loss carryforward






492Goodwill


1,321



1,599Accrued expenses


548



1,358Other


2,952



3,981Gross deferred tax assets


23,230



25,162Valuation allowance


(21,927
)


(23,549
)1,303



1,613Other intangibles


(3,319
)


(3,860
)Gross deferred tax liabilities


(3,319
)


(3,860
)Net deferred tax liabilities

$
(2,016
)

$
(2,247
)        77




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   16.
    Income
    Taxes  (Continued)    Balance, July 1, 2008

$
440Additions based on tax positions related to the current year


Additions for tax positions of prior years


9Reduction for tax positions of prior years


(353
)Balance, June 30, 2009

$
96Additions based on tax positions related to the current year


Additions for tax positions of prior years


50Reduction for tax positions of prior years


(24
)Balance, June 30, 2010

$
122        78




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
  17.
    Net Loss per
    Share    2010


2009


2008Numerator:Net loss used for calculating basic and diluted net loss per
    share of common stock

$
(2,166
)

$
(75,331
)

$
(84,618
)Denominator:Weighted average number of common shares used in the calculation
    of basic net loss per share


54,089,971



53,547,670



52,861,354Dilutive effect of outstanding stock options and restricted stock










Shares used in the calculation of diluted net loss per share


54,089,971



53,547,670



52,861,354Net loss per share:Basic

$
(0.04
)

$
(1.41
)

$
(1.60
)Diluted

$
(0.04
)

$
(1.41
)

$
(1.60
)     18.
    Enterprise-Wide
    Disclosures  Non-U.S. market
     79




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##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   18.
    Enterprise-Wide
    Disclosures  (Continued)      2010


2009


2008Revenue from servicesUnited States

$
96,942


$
112,821


$
152,894United Kingdom


28,398



32,454



43,771Canada


20,653



19,939



24,628Other European countries


17,554



14,536



14,910Asia


4,868



4,584



2,520Total revenue from services

$
168,415


$
184,334


$
238,723Operating income (loss)(1)(2)United States

$
2,371


$
(41,406
)

$
(54,492
)United Kingdom


(627
)


(3,431
)


(9,015
)Canada


(2,277
)


(5,539
)


(7,366
)Other European countries


919



(5,048
)


(10,914
)Asia


(909
)


(1,025
)


(2,784
)Total operating loss

$
(523
)

$
(56,449
)

$
(84,571
)Long-lived assetsUnited States

$
2,964


$
4,879


$
6,733Canada


1,093



1,693



2,858United Kingdom


1,300



1,039



1,812Other European countries


210



301



340Asia


59



103



210Total long-lived assets

$
5,626


$
8,015


$
11,953Deferred tax assets (liabilities)United States

$



$



$
18,218Canada


(1,709
)


(2,018
)


(3,191
)United Kingdom






283



347Other European countries


(307
)


(512
)


(844
)Asia










Total deferred tax assets (liabilities)

$
(2,016
)

$
(2,247
)

$
14,530     (1)
    
    Operating loss for fiscal 2009 included a $40,250 goodwill
    impairment charge. The charge was allocated to the
    Companys geographic locations, specifically, $28,888 to
    the United States, $3,315 to the United Kingdom, $2,435 to
    Canada, $4,873 to other European countries, and $739 to Asia. 80




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   18.
    Enterprise-Wide
    Disclosures  (Continued)   (2)
    
    Operating loss for fiscal 2008 included a $86,497 goodwill
    impairment charge. The charge was allocated to the
    Companys geographic locations, specifically, $58,376 to
    the United States, $9,472 to the United Kingdom, $5,921 to
    Canada, $11,150 to other European countries, and $1,578 to Asia.  19.
    Commitments and
    Contingencies    Fiscal Years Ending June 30:2011

$
5,4342012


4,7302013


4,0322014


4,0482015


4,0252016 and thereafter


2,855     20.
    Legal
    Proceedings  Form 10-K,
  21.
    Related-Party
    Transactions    
    Alixs agreement to provide Ms. Rieger-Paganis to
    serve as interim Chief Financial Officer of the Company at an
    hourly rate plus
    out-of-pocket
    expenses;
    Alixs agreement to provide other consulting assistance to
    the Company at hourly rates dependent upon the particular
    consultant involved;
    payment by the Company of a retainer to Alix, refundable to the
    extent not earned; 81




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   21.
    Related-Party
    Transactions  (Continued)   
    agreement of Alix to preserve the confidentiality of non-public
    confidential and proprietary information received in the course
    of the engagement;
    preservation of intellectual property rights of Alix in its
    methodologies, processes, and the like, and ownership by the
    Company of work product created specifically for the Company;
    agreement of the Company to provide specified insurance and to
    indemnify Alix under specified circumstances;
    ability of Alix or the Company to terminate the arrangement at
    will;
    limitation of Alix liability; and
    arbitration of disputes.    22.
    Supplemental Cash
    Flow Information    2010


2009


2008Interest

$
2,067


$
1,643


$
1,065Taxes

$
(2,852
)

$
(621
)

$
2,879    23.
    Unaudited
    Quarterly Results of Operations  Form 10-K.
 82




---



##### Table of Contents



HARRIS
    INTERACTIVE INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Years Ended
    June 30, 2010, 2009, and 2008
   23.
    Unaudited
    Quarterly Results of
    Operations  (Continued)    Three Months EndedSept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,2008


2008


2009


2009


2009


2009


2010


2010(In thousands, except per share data)Revenue from services(1)

$
50,280


$
50,660


$
39,917


$
43,477


$
38,935


$
44,629


$
41,203


$
43,648Operating expenses:Cost of services(1)


31,151



31,412



24,912



27,760



24,431



28,085



26,569



28,182Selling, general, and administrative


19,608



17,117



15,159



13,794



12,962



13,849



13,829



13,694Depreciation and amortization


2,083



1,912



1,832



1,783



1,754



1,718



1,656



1,586Restructuring and other charges


628



5,844



5,341



198



148



383



92



Goodwill impairment charge






40,250























Total operating expenses


53,470



96,535



47,244



43,535



39,295



44,035



42,146



43,462Operating income (loss)


(3,190
)


(45,875
)


(7,327
)


(58
)


(360
)


594



(943
)


186Interest and other income


(190
)


(135
)


(54
)


(21
)


(15
)


(12
)


(30
)


(1
)Loss on extinguishment of debt






























724Interest expense


455



1,374



647



955



537



499



524



469Income (loss) from operations before income taxes


(3,455
)


(47,114
)


(7,920
)


(992
)


(882
)


107



(1,437
)


(1,006
)Provision (benefit) for income taxes


(1,194
)


18,509



(1,209
)


(257
)


(249
)


(1,227
)


121



303Net income (loss)

$
(2,261
)

$
(65,623
)

$
(6,711
)

$
(735
)

$
(633
)

$
1,334


$
(1,558
)

$
(1,309
)Basic and diluted net income (loss) per share

$
(0.04
)

$
(1.23
)

$
(0.12
)

$
(0.01
)

$
(0.01
)

$
0.02


$
(0.03
)

$
(0.02
)     (1)
    
    Gross profit, not shown above, can be derived by subtracting the
    Companys cost of services from its revenue from services
    for each of the periods shown above. Index to
    Financial Statement Schedules  Schedule II  Valuation Qualifying Accounts

88  83




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation of
    Disclosure Controls and Procedures
  Rule 13a-15(e)
  Form 10-K,
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
      Internal Control  Integrated Framework
 84




---



##### Table of Contents



Form 10-K Form 10-K.
  Changes in
    Internal Control over Financial Reporting
    Item 9B.
    Other
    Information  Amendment
    Agreement No. 1 to the Amended and Restated Credit
    Agreement
      Fiscal 2010 Bonus
    Payouts and Fiscal 2011 Corporate Bonus Plan
   85




---



##### Table of Contents



Executive Officer

Base Salary

Target Bonus AmountKimberly Till (President and CEO)

$
600,000


$
600,000George Terhanian (President, Global Solutions)

$
300,000


$
120,000Enzo Micali (Global EVP, Technology, Operations, and Panel, and
    Chief Information Officer)

$
295,000


$
118,000Robert Salvoni (President, International)


195,000
(GBP)


78,000
(GBP)Marc Levin (EVP, General Counsel and Corporate Secretary

$
255,000


$
102,000Patti Hoffman (EVP, Global Human Resources)

$
225,000


$
90,000Eric Narowski (Interim Chief Financial Officer, SVP, Global
    Controller and Principal Accounting Officer)

$
183,000


$
54,900    PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K  Form 10-K Form 10-K.
  Form 10-K 
  Form 10-K 
  Form 8-K
 86




---



##### Table of Contents



Item 11.
    Executive
    Compensation  Form 10-K   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K
  Form 10-K 
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K 
 PART IV  Item 15.
    Exhibit
    and Financial Statements Schedules  Financial
    Statements
  Form 10-K.
  Exhibits
  Form 10-K
 87




---



##### Table of Contents



Schedule II
    Valuation and Qualifying Accounts
    (In thousands)  Balance at


Additions


Deductions


BalanceBeginning


Charged to


Amounts


at Endof Period


Earnings


Written Off


of PeriodFiscal year ended June 30, 2008Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
82


$
442


$
42


$
482Deferred tax valuation allowance

$
796


$
541


$
48


$
1,289Fiscal year ended June 30, 2009Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
482


$
381


$
84


$
779Deferred tax valuation allowance

$
1,289


$
22,878


$
618


$
23,549Fiscal year ended June 30, 2010Deducted in the consolidated balance sheet:Allowance for doubtful accounts receivable

$
779


$
60


$
198


$
641Deferred tax valuation allowance

$
23,549


$
463


$
2,085


$
21,927  88




---



##### Table of Contents



SIGNATURES       By:
    /s/  Eric
    W. Narowski    Interim Chief Financial Officer, Senior Vice President,
    Principal Accounting Officer, and Global Controller
      Name

Capacity

Date/s/  Kimberly
    TillKimberly
    Till

President and Chief Executive Officer (Principal Executive
    Officer) and Director

August 31, 2010/s/  Eric
    W. NarowskiEric
    W. Narowski

Interim Chief Financial Officer, Senior Vice President and
    Global Controller (Principal Financial and Accounting Officer)

August 31, 2010/s/  David
    BrodskyDavid
    Brodsky

Director

August 31, 2010/s/  Steven
    L. FingerhoodSteven
    L. Fingerhood

Director

August 31, 2010/s/  Stephen
    D. HarlanStephen
    D. Harlan

Director

August 31, 2010/s/  James
    R. RiedmanJames
    R. Riedman

Director

August 31, 2010/s/  Howard
    L. ShecterHoward
    L. Shecter

Director

August 31, 2010/s/  Antoine
    G. TreuilleAntoine
    G. Treuille

Director

August 31, 2010  89




---



##### Table of Contents



INDEX OF
    EXHIBITS
  ExhibitNumber

Exhibit Title2
.1

Agreement and Plan of Merger, dated August 5, 2001, among
    Harris Interactive Inc. (the Company), Total Merger
    Sub Inc., and Total Research Corporation (filed as
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    filed August 14, 2001 and incorporated herein by reference).2
.2

Share Purchase Agreement dated March 2, 2004 among Harris
    Interactive International Inc. (HII) and the
    Shareholders of Novatris, S.A. (filed as Exhibit 10.1 to
    the Companys Registration Statement on
    Form S-3
    filed March 8, 2004 (Registration
    No. 333-113389)
    and incorporated herein by reference).2
.3

Share Purchase Agreement dated August 16, 2007 by and among
    the Company, 2144798 Ontario Inc., and all the stockholders of
    Decima Research Inc. (filed as Exhibit 2.1.1 to the
    Companys Current Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).2
.4

Amendment to Share Purchase Agreement by and among the Company,
    2144798 Ontario Inc. and the former stockholders of Decima
    Research Inc. executed on January 25, 2009 and effective as
    of January 1, 2009 (filed as Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K
    filed January 29, 2008 and incorporated herein by
    reference).2
.5

Agreement Relating to the Sale and Purchase of the Entire Issued
    Share Capitals of Marketshare Limited and Marketshare Pte Ltd
    dated August 16, 2007 by and among Harris Interactive Asia
    Limited, HII, and all the stockholders of Marketshare Limited
    and Marketshare Pte Ltd (filed as Exhibit 2.1.6 to the
    Companys Current Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).3
.1

Amended and Restated Certificate of Incorporation of the Company
    (filed as Exhibit 3.1 to the Companys Annual Report
    on
    Form 10-K
    for the fiscal year ended June 30, 2000 and incorporated
    herein by reference).3
.2

By-laws of the Company (filed as Exhibit 3.2 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2001 and incorporated
    herein by reference).3
.3

Certificate of Designation, Preferences and Rights of
    Series A Preferred Stock of the Company (filed as
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed March 14, 2005 and incorporated herein by reference).4
.1

Rights Agreement, dated as of March 11, 2005, by and
    between the Company and American Stock Transfer &
    Trust Company, as Rights Agent (filed as Exhibit 4.1
    to the Companys Current Report on
    Form 8-K
    filed March 14, 2005 and incorporated herein by reference).10
.1.1*

Long-Term Incentive Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).10
.1.2*

2007 Long-Term Incentive Plan of the Company (included as
    Appendix A to the Companys Definitive Proxy Statement
    on Schedule 14A filed September 12, 2007 and
    incorporated herein by reference).10
.1.3*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.3 to the Companys Registration Statement
    on
    Form S-8
    filed December 14, 2004 (Registration
    No. 333-121250)
    and incorporated herein by reference).10
.1.4*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference)10
.1.5*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference). 90




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ExhibitNumber

Exhibit Title10
.1.6*

Form of Non-Qualified Stock Option Agreement 
    Employees (filed as Exhibit 10.2 to the Companys
    Registration Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.7*

Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.8*

Form of Non-Qualified Stock Option Agreement  Grants
    After May 1, 2008 (filed as Exhibit 10.1.22 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.9*

Form of Incentive Stock Option Agreement (filed as
    Exhibit 10.4 to the Companys Registration Statement
    on
    Form S-8
    filed December 14, 2004 (Registration
    No. 333-121250)
    and incorporated herein by reference).10
.1.10*

Letter Amending Stock Option Agreements (2008) (filed as
    Exhibit 10.1.25 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.11*

Form of Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.3 to the Companys Registration
    Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.12*

Form of Restricted Stock Agreement (Non-Employee Directors)
    (filed as Exhibit 10.3 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.13

Form of Restricted Stock Agreement  Director Grants
    After May, 1, 2008 (filed as Exhibit 10.1.24 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.14*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006 and
    incorporated herein by reference).10
.1.15*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference.)10
.1.16*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.1.17*

Form of Restricted Stock Agreement (Employee Participant) (2007
    Performance Based Award Grants) (filed as Exhibit 10.1.11
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.1.18*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.4 to the Companys Registration
    Statement on
    Form S-8
    filed on December 10, 2007 (Registration
    No. 333-147974)
    and incorporated herein by reference).10
.1.19*

Form of Restricted Stock Agreement (Employee Participant) (filed
    as Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.1.20*

Form of Restricted Stock Agreement  Employee Grants
    After May 1, 2008 (filed as Exhibit 10.1.23 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.1.21*

Form of Restricted Stock Unit Agreement (Canadian employees)
    (filed as Exhibit 10.1.19 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference). 91




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ExhibitNumber

Exhibit Title10
.1.22*

Form of Non-Qualified Stock Option Agreement between the Company
    and certain employees of Novatris, S.A. dated as of
    March 2, 2004 (filed as Exhibit 4.2 to the
    Companys Registration Statement on
    Form S-8
    filed March 8, 2004 (Registration
    No. 333-113392)
    and incorporated herein by reference).10
.1.23*

Non-Qualified Stock Option Agreement (Time-Based Vesting)
    between the Company and Enzo Micali, dated as of May 15,
    2009 (filed as Exhibit 10.1.23 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.1.24*

Non-Qualified Stock Option Agreement (Performance-Based Vesting)
    between the Company and Kimberly Till, dated as of
    October 21, 2008 (filed as Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference).10
.1.25*

Non-Qualified Stock Option Agreement (Time-Based Vesting)
    between the Company and Kimberly Till, dated as of
    October 21, 2008 (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference).10
.2.1*

1999 Employee Stock Purchase Plan of the Company (included as
    Appendix C to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).10
.2.2*

Form of Subscription Agreement under 1999 Employee Stock
    Purchase Plan of the Company (included as Exhibit A to
    Exhibit 10.2 to the Companys Registration Statement
    on
    Form S-1
    filed September 17, 1999 (Registration
    No. 333-87311)
    and incorporated herein by reference).10
.2.3*

2007 Employee Stock Purchase Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed September 12, 2007 and
    incorporated herein by reference).10
.2.4*

2007 Employee Stock Purchase Plan of the Company, as amended
    (included as Appendix A to the Companys Definitive
    Proxy Statement on Schedule 14A filed September 14,
    2009 and incorporated herein by reference).10
.2.5*

Harris Interactive UK Limited Share Incentive Plan (relating to
    shares of Harris Interactive Inc.) (filed as Exhibit 4.3 to
    the Companys Registration Statement on
    Form S-8
    filed March 20, 2008 (Registration
    No. 333-149831)
    and incorporated herein by reference).10
.2.6*

Harris Interactive UK Limited Share Incentive Plan Partnership
    and Matching Share Agreement (filed as Exhibit 4.4 to the
    Companys Registration Statement on
    Form S-8
    filed March 20, 2008 (Registration
    No. 333-149831)
    and incorporated herein by reference).10
.2.7*

Trust Deed between Harris Interactive UK Limited and
    Equiniti Share Plan Trustees related to Harris Interactive UK
    Limited Share Incentive Plan (filed as Exhibit 4.5 to the
    Companys Registration Statement on
    Form S-8
    filed March 20, 2008 (Registration
    No. 333-149831)
    and incorporated herein by reference).10
.3.1

Share Repurchase Program 10b5-1 Plan Document, dated as of
    March 9, 2007 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed March 12, 2007 and incorporated herein by reference).10
.4.1*

Separation Agreement between the Company and David Bakken, dated
    March 30, 2009 (filed as Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009 and
    incorporated herein by reference).10
.4.2*

Employment Agreement between the Company and Leonard R. Bayer,
    dated as of April 30, 2007 (filed as Exhibit 10.11 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.3*

Employment Agreement Amendment 1 between the Company and Leonard
    R. Bayer, dated February 26, 2008 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on February 27, 2008 and incorporated herein by
    reference). 92




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.4*

Separation Agreement between the Company and Dennis K. Bhame,
    dated March 16, 2009 (filed as Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009 and
    incorporated herein by reference).10
.4.5*

Employment Agreement between the Company and Robert J. Cox,
    effective as of June 1, 2009 (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed on June 2, 2009 and incorporated herein by reference).10
.4.6*

Letter Agreement between the Company and Frank E. Forkin, dated
    June 2, 2009 (filed as Exhibit 10.4.7 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.7*

Separation Agreement between the Company and Frank E. Forkin,
    dated March 5, 2010 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.8*

Letter Agreement between the Company and Patti B. Hoffman, dated
    May 11, 2009 (filed as Exhibit 10.4.8 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.9*

Compensation Arrangement for Executive Officer by and between
    the Company and Patti B. Hoffman (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.10*

Compensation Arrangement for Executive Officer by and between
    the Company and Marc H. Levin (filed as Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.11*

Modification to Compensation Arrangement for Executive Officer
    by and between the Company and Marc H. Levin (filed as
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.12*

Letter Agreement between the Company and Enzo Micali, dated
    March 24, 2009 (filed as Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2009 and
    incorporated herein by reference).10
.4.13*

Form of Change in Control Agreement between the Company and Eric
    W. Narowski (filed as Exhibit 10.4.43 to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.14*

Compensation Arrangement for Executive Officer by and between
    the Company and Eric W. Narowski (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2007 and
    incorporated herein by reference).10
.4.15*

Compensation Arrangement for Executive Officer by and between
    the Company and Eric W. Narowski (filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2009 and
    incorporated herein by reference).10
.4.16*

Compensation Arrangement for Executive Officer by and between
    the Company and Eric W. Narowski (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2009 and
    incorporated herein by reference).10
.4.17*

Employment Agreement between the Company and Gregory T. Novak,
    dated as of April 30, 2007 (filed as Exhibit 10.8 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.18*

Employment Agreement Amendment 1 between the Company and Gregory
    T. Novak dated February 8, 2008 (filed as Exhibit 10.4
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2007 and
    incorporated herein by reference).10
.4.19*

Employment Agreement Amendment 2 between the Company and Gregory
    T. Novak dated as of October 21, 2008 (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference). 93




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.20*

Employment Agreement between the Company and Ronald E. Salluzzo,
    dated as of April 30, 2007 (filed as Exhibit 10.9 to
    the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.21*

Employment Agreement Amendment 1 between the Company and Ronald
    E. Salluzzo dated February 8, 2008 (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2007 and
    incorporated herein by reference).10
.4.22*

Employment Agreement between the Company and Robert Salvoni,
    dated May 15, 2009 (filed as Exhibit 10.4.15 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.23*

Letter Agreement between Harris Interactive UK Ltd and Robert
    Salvoni, dated May 9, 2009 (filed herewith).10
.4.24*

Compensation Arrangement for Executive Officer by and between
    the Company and Robert Salvoni (filed as Exhibit 10.2
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2009 and
    incorporated herein by reference).10
.4.25*

Compensation Arrangement for Executive Officer by and between
    the Company and Robert Salvoni (filed as Exhibit 10.2
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.4.26*

Separation Agreement with Stephan B. Sigaud (filed as
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2008 and
    incorporated herein by reference).10
.4.27*

Employment Agreement between the Company and George H.
    Terhanian, effective as of September 1, 2007 (filed as
    Exhibit 10.4.34 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.28*

Employment Agreement Amendment 1 between the Company and George
    H. Terhanian dated April 30, 2008 (filed as
    Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.4.29*

Employment Agreement Amendment 2 dated December 16, 2008
    between the Company and George H. Terhanian (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed December 17, 2008 and incorporated herein by
    reference).10
.4.30*

Employment Agreement between the Company and Kimberly Till,
    dated as of October 21, 2008 (filed as Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed October 22, 2008 and incorporated herein by
    reference).10
.4.31*

Description of Bonus Arrangement by and between the Company and
    Kimberly Till (filed as Exhibit 10.3 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2009 and
    incorporated herein by reference).10
.4.32*

Employment Agreement between the Company and David B. Vaden,
    dated as of April 3, 2006 and effective as of
    February 20, 2006 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed April 7, 2006 and incorporated herein by reference).10
.4.33*

Employment Agreement between the Company and David B. Vaden,
    effective as of April 30, 2007 (filed as Exhibit 10.10
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007 and
    incorporated herein by reference).10
.4.34*

Employment Agreement Amendment 1 between the Company and David
    B. Vaden dated April 30, 2008 (filed as Exhibit 10.7
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2008 and
    incorporated herein by reference).10
.4.36*

Description of Salary and Bonus Arrangements with Executive
    Officers  Fiscal 2008 and 2009 (filed as
    Exhibit 10.4.59 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference). 94




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.4.37*

Description of Salary and Bonus Arrangements with Executive
    Officers and Terms of Bonus Plans  Fiscal 2010 (filed
    as Exhibit 10.4.28 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.4.38*

Description of Salary and Bonus Arrangements with Executive
    Officers, Terms of Fiscal 2011 Bonus Plan, and Fiscal 2010 Bonus
    Payouts to Executive Officers (filed herewith).10
.4.39*

Description of Amended Terms of Corporate Bonus Plan and
    Business Unit Bonus Plan (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed December 17, 2008 and incorporated herein by
    reference).10
.4.40*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of September 6, 2007 (filed as Exhibit 10.4.48 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.4.41*

Description of Changes to Compensation Arrangements for
    Non-Employee
    Directors of Harris Interactive Inc. effective as of
    November 15, 2008 (filed as Exhibit 10.4.52 to the
    Companys Annual Report on Form
    10-K for the
    fiscal year ended June 30, 2008 and incorporated herein by
    reference).10
.4.42*

Agreement with Steven L. Fingerhood dated June 4, 2008
    (filed as Exhibit 10.4.53 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.4.43*

Description of Changes to Compensation Arrangements for
    Non-Employee Directors of Harris Interactive Inc. effective as
    of November 15, 2009 (filed as Exhibit 10.4.36 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.5

Form of Option Agreement between the Company and certain of the
    Shareholders of Novatris, S.A. (filed as Exhibit 10.2 to
    the Companys Registration Statement on
    Form S-3
    filed March 8, 2004 (Registration
    No. 333-113389)
    and incorporated herein by reference).10
.6.1

Lease Agreement for 60 and 135 Corporate Woods, Rochester, New
    York, between the Company and Corporate Woods Associates, LLC,
    dated February 2, 2007 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2006 and
    incorporated herein by reference).10
.6.2

Lease Agreement for 70 Carlson Road, Rochester, New York,
    between Gordon S. Black Corporation and Carlson Park Associates,
    together with the First and Second amendments thereto, dated
    July 1, 1998 (filed as Exhibit 10.6.2 to the
    Companys Registration Statement on
    Form S-1
    filed September 17, 1999 (Registration
    No. 333-87311)
    and incorporated herein by reference).10
.6.3

Third Amendment to Lease Agreement for 70 Carlson Road,
    Rochester, New York, between the Company and 100 Carlson Road
    LLC, dated March 20, 2003 (filed as Exhibit 10.6.3 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.4

Fourth Amendment to Lease Agreement for 70 Carlson Road,
    Rochester, New York, between the Company and 100 Carlson Road
    LLC, dated September 23, 2008 (filed as Exhibit 10.6.3
    to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2008 and
    incorporated herein by reference).10
.6.5

Agreement of Sublease for 161 Avenue of the Americas, New York,
    New York, between the Company and The McCall Pattern Company,
    Inc., as
    successor-in-interest
    by merger to Butterick Company, Inc., dated as of June 8,
    2004 (filed as Exhibit 10.5.4 to the Companys Current
    Report on
    Form 8-K
    filed March 18, 2005 and incorporated herein by reference).10
.6.6

Agreement of Sublease for 161 Avenue of the Americas, New York,
    New York between the Company and McCann Erickson Inc., dated as
    of March 29, 2007 (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed April 4, 2007 and incorporated herein by reference). 95




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.6.7

First Addendum to Agreement of Sublease for 161 Avenue of the
    Americas, New York, New York between the Company and McCann
    Erickson Inc., dated as of May 13, 2010 (filed herewith).10
.6.8

Lease Agreement for 1920 Association Drive, Reston, Virginia,
    between Wirthlin (formerly known as Decima Research) and Richard
    B. Wirthlin Family LLC, dated April 23, 2002 (filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2004 and
    incorporated herein by reference).10
.6.9

First Amendment to Lease Agreement for 1920 Association Drive,
    Reston, Virginia, between the Company and Richard B. Wirthlin
    Family LLC, dated as of May 10, 2007 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed May 16, 2007 and incorporated herein by reference).10
.6.10

Second Amendment to Lease Agreement for 1920 Association Drive,
    Reston, Virginia, between the Company and Richard B. Wirthlin
    Family LLC, dated as of September 1, 2009 (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2009 and
    incorporated herein by reference).10
.6.11

Lease Agreement for Watermans Park, High Street, Brentford (UK),
    among Procter & Gamble (L&CP Limited),
    Procter & Gamble (Health & Beauty Care
    Limited, HI Europe Limited and the Company, dated May 9,
    2005 (filed as Exhibit 10.5.10 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.12

Agreement for Surrender of Watermans Park, High Street,
    Brentford (UK), among Procter & Gamble (L&CP
    Limited), Procter & Gamble (Health & Beauty
    Care Limited, HI Europe Limited and the Company, dated
    April 4, 2005 (filed as Exhibit 10.5.11 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.13

Underlease for Watermans Park, High Street, Brentford (UK),
    among Crowvale Properties Limited, Max Factor Limited, and
    International Playtex Inc., dated June 27, 1985 (filed as
    Exhibit 10.6.10 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.14

Rent Review Memorandum for Watermans Park, High Street,
    Brentford (UK), between Procter & Gamble
    (L &CP) Limited and HI Europe Limited, dated
    June 24, 2005 (filed as Exhibit 10.6.11 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.15

Agreement for Lease Relating to Vantage West, Great West Road,
    London, by and among the Company, Harris Interactive U.K.
    Limited, and UBS Global Asset Management (filed as
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.6.16

Lease Agreement for 101 Merritt 7, Norwalk, Connecticut, between
    Merritt 7 Venture LLC and the Company, dated March 27, 2001
    (filed as Exhibit 10.5.12 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.17

Lease Amendment Number 1 for 101 Merritt 7, Norwalk,
    Connecticut, between Merritt 7 Venture LLC and the Company,
    dated as of January 21, 2005 (filed as Exhibit 10.5.13
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2005 and incorporated
    herein by reference).10
.6.18

Second Amendment and Extension to Lease for 101 Merritt 7,
    Norwalk, Connecticut, between Merritt 7 Venture LLC and the
    Company, dated October 22, 2007 (filed as
    Exhibit 10.6.14 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference). 96




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.6.19

Lease Agreement for 5 Independence Way, Princeton, New Jersey,
    between Bellemead Development Corporation and Total Research
    Corporation, dated December 2, 1985, including all
    amendments to date (filed as Exhibit 10.6.15 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.20

Ninth Amendment and Partial Surrender Agreement to Lease
    Agreement for 5 Independence Way, Princeton, New Jersey, between
    Bellemead Development Corporation and the Company, dated
    September 24, 2008, signed on or about October 27,
    2008, and effective December 31, 2008 (filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2008 and
    incorporated herein by reference).10
.6.21

Tenth Amendment and Partial Surrender Agreement to Lease
    Agreement for 5 Independence Way, Princeton, New Jersey, between
    Bellemead Development Corporation and the Company, dated
    May 8, 2009, and effective January 1, 2009 (filed as
    Exhibit 10.6.18 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference).10
.6.22

Lease Agreement for Pepper Road, Hazel Grove, Stockport (UK),
    between Meggitt Properties plc and Business Market Research
    Limited, dated July 31, 2000 (filed as Exhibit 10.5.15
    to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.6.23

Rent Review Memorandum for Pepper Road, Hazel Grove, Stockport
    (UK), between Meggitt Properties plc and Business Market
    Research Limited dated May 9, 2006 (filed as
    Exhibit 10.5.16 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.6.24

Lease Agreement for Vanwall Road, Maidenhead (UK) between Seiko
    UK Limited and HI Europe Limited, dated July 29, 2005
    (filed as Exhibit 10.5.17 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 30, 2006 and incorporated
    herein by reference).10
.6.25

Lease Agreement for Beim Strohhause 17- 31, 20097, Hamburg,
    Germany, between Dieter Becken and Media Transfer AG, dated
    July 8, 2005, including all amendments to date (filed
    Exhibit 10.6.19 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.26

Lease Agreement for 1080 Beaver Hall Hill, Montreal, Quebec
    (CAN), between Alexis Nihon Real Estate Investment Trust
    and Decima Research Inc., dated January 16, 2006 (filed as
    Exhibit 10.6.20 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.27

Lease Agreement for 160 Elgin Street, Ottawa, Ontario (CAN),
    between 160 Elgin Leaseholds Inc. and Decima Research Inc.,
    dated January 19, 2006 (filed as Exhibit 10.6.21 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.28

Lease Agreement for 2345 Yonge Street, Toronto, Ontario (CAN),
    between Stockton & Bush 2345 Limited and OSI Group
    Inc., dated May 1, 2002 (filed as Exhibit 10.6.22 to
    the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.29

Office License for 2345 Yonge Street, Toronto, Ontario (CAN),
    between Decima Research Inc. and Westmount Decision Science
    Inc., dated September 1, 2007 (filed as
    Exhibit 10.6.23 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2008 and incorporated
    herein by reference).10
.6.30

Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated May 28, 2007 (filed as
    Exhibit 10.6.27 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference) 97




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.6.31

Tenancy Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated December 14, 2007 (filed as
    Exhibit 10.6.28 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference)10
.6.32

Supplemental Agreement for
    463-483
    Lockhart Road, Hong Kong, between Marketshare Limited and Gilroy
    Company Limited, dated April 21, 2008 (filed as
    Exhibit 10.6.29 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2009 and incorporated
    herein by reference)10
.7.1

Credit Agreement dated September 21, 2007 between JPMorgan
    Chase Bank, N.A., as Administrative Agent, the lenders parties
    thereto and the Company (filed as Exhibit 10.7 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.7.2

Master Guaranty dated September 21, 2007 made by Louis
    Harris & Associates, Inc., Wirthlin Worldwide, LLC,
    Harris Interactive International Inc., Harris International
    Asia, LLC, and The Wirthlin Group International, L.L.C. in favor
    of JPMorgan Chase Bank, N.A., as Administrative Agent, for
    itself and the Lenders parties to the Credit Agreement (filed as
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed September 26, 2007 and incorporated herein by
    reference).10
.7.3

Form of Master Securities Pledge Agreement to be delivered at
    option of the Company or its domestic subsidiary, as applicable,
    in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
    for itself and the Lenders parties to the Credit Agreement
    (filed as Exhibit 10.3 to the Companys Current Report
    on
    Form 8-K
    filed September 26, 2007 and incorporated herein by
    reference).10
.7.4

Interest Rate Swap Confirmation by and between the Company and
    JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed
    as Exhibit 10.7.9 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 30, 2007 and incorporated
    herein by reference).10
.7.5

Amendment to Interest Rate Swap Confirmation by and between the
    Company and JPMorgan Chase Bank, N.A., dated as of
    September 21, 2007 (filed as Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2007 and
    incorporated herein by reference).10
.7.6

Waiver and Amendment Agreement Number 1 to that certain Credit
    Agreement, dated as of February 5, 2009, and effective as
    of December 31, 2008, among JPMorgan Chase Bank, National
    Association, the Lenders Party Thereto, and the Company,
    incorporating as Annex I thereto the Credit Agreement dated
    September 21, 2007, and amended as of December 31,
    2008 (filed as Exhibit 10.8 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.7.7

Waiver and Amendment Agreement No. 2 to that certain Credit
    Agreement, dated as of March 6, 2009, among JPMorgan Chase
    Bank, National Association, the Lenders Party Thereto, and the
    Company (filed as Exhibit 10.1 to the Companys
    Current Report on
    Form 8-K
    filed March 9, 2009 and incorporated herein by reference).10
.7.8

Waiver and Amendment Agreement No. 3 to that certain Credit
    Agreement, dated as of May 6, 2009, among JPMorgan Chase
    Bank, National Association, the Lenders Party Thereto, and the
    Company (filed as Exhibit 10.9 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2010 and
    incorporated herein by reference).10
.7.9

Amended and Restated Credit Agreement, dated June 30, 2010,
    among the Company, the Lenders party thereto, and JPMorgan Chase
    Bank, National Association, as Administrative Agent and Issuing
    Bank (filed as Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference). 98




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.7.10

Amended and Restated Master Guaranty, dated June 30, 2010,
    among Louis Harris & Associates, Inc., Wirthlin
    Worldwide, LLC, Harris Interactive International Inc., Harris
    International Asia, LLC, The Wirthlin Group International,
    L.L.C., and GSBC Ohio Corporation in favor of JPMorgan Chase
    Bank, National Association, as Administrative Agent for itself
    and the Lenders parties to the Amended and Restated Credit
    Agreement (filed as Exhibit 10.2 to the Companys
    Current Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.11

Amended and Restated Master Securities Pledge Agreement, dated
    June 30, 2010, among the Company, Louis Harris &
    Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive
    International Inc., Harris International Asia, LLC, The Wirthlin
    Group International, L.L.C., GSBC Ohio Corporation, and JPMorgan
    Chase Bank, National Association, as Administrative Agent for
    itself and the other Secured Parties, including the Lenders
    parties to the Amended and Restated Credit Agreement, and
    consented and agreed to by Harris Interactive Asia, LLC,
    Wirthlin UK Limited, Harris Interactive SAS, Harris Interactive
    AG, 2144798 Ontario, Inc., and Harris Interactive Asia
    (Holdings) Limited (filed as Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.12

Amended and Restated Master Security Agreement, dated
    June 30, 2010, among the Company, Louis Harris &
    Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive
    International Inc., Harris International Asia, LLC, The Wirthlin
    Group International, L.L.C., GSBC Ohio Corporation, and JPMorgan
    Chase Bank, National Association, as Administrative Agent for
    itself and the other Secured Parties, including the Lenders
    parties to the Amended and Restated Credit Agreement (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K
    filed July 6, 2010 and incorporated herein by reference).10
.7.13

Amendment to Interest Rate Swap Confirmation by and between the
    Company and JPMorgan Chase Bank, N.A., dated as of June 24,
    2010 (filed herewith).10
.7.14

Amendment Agreement No. 1 to that certain Amended and
    Restated Credit Agreement, dated as of August 27, 2010,
    among JPMorgan Chase Bank, National Association, as
    Administrative Agent for itself and the Lenders parties to the
    Amended and Restated Credit Agreement, and the Lenders parties
    thereto, and the Company (filed herewith).10
.9*

Agreement dated December 16, 2008 between the Company and
    Alix Partners LLP (filed as Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed December 17, 2008 and incorporated herein by
    reference).10
.11

Non-Competition Agreement dated August 16, 2007 by and
    among Decima Research Inc., 2144798 Ontario Inc., Bruce
    Anderson, Kevin Loiselle, Michel Lucas, Daniel Kirkland, and Ed
    Hum (filed as Exhibit 2.1.2 to the Companys Current
    Report on
    Form 8-K
    filed August 16, 2007 and incorporated herein by reference).21


List of Subsidiaries (filed herewith).23


Consent of Independent Registered Public Accounting Firm (filed
    herewith).31
.1

Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).31
.2

Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).32
.1

Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).32
.2

Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).     *
    
    Denotes management contract or compensatory plan or arrangement 99