Exhibit 10.1
AGREEMENT
This Agreement is
made as of
by and between HARRIS INTERACTIVE INC., a Delaware corporation with
offices at 135 Corporate Woods, Rochester, New York 14623 (“
Harris ”) and
(“ Employee ”).
WHEREAS, Employee
is employed by Harris in a senior managerial role, and Harris
desires to provide additional employment incentives to
Employee,
NOW
THEREFORE, in consideration of the continued employment of Employee
by Harris, the mutual promises herein contained, and other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1.
Definitions .
(a) "
Bonus ” shall mean non-salary, discretionary cash
compensation, whether paid under a performance based bonus plan or
otherwise.
(b) "
Cause ” shall mean (i) refusal or substantial
failure to perform (other than due to physical or mental
disability), or misconduct in the performance of, the ordinary and
customary duties of Employee as reasonably required by Harris or a
New Employer, provided that such refusal, failure, or misconduct
has continued after Harris or the New Employer has given Employee
five business days written notice of same, (ii) overt and
willful disobedience of orders or directives issued by the Board of
Directors of Harris or the New Employer that are within the
reasonable scope of Employee’s duties to Harris or the New
Employer, (iii) conviction of or commission of any felony,
whether or not related to performance of duties under this
Agreement, (iv) commission of any other illegal act if
committed in connection with the performance of duties for Harris
or the New Employer if such act could reasonably tend to bring
Harris or Employee into disrepute in the community, or
(v) material violation of Harris’s or the New
Employer’s written rules, regulations or policies of general
application provided that such violation has continued after Harris
or the New Employer has given Employee five business days written
notice of same.
(c) A “
Change of Control ” shall be deemed to have
occurred if:
(i) the following
individuals ( Recommended Directors ”) cease for any
reason to constitute a majority of the number of directors then
serving as directors of Harris: individuals who, on the date
hereof, constitute the Board of Directors of Harris and any new
director (other than a director whose initial assumption of office
is in connection with the settlement of an actual or threatened
election contest, including but not limited to a consent
solicitation, relating to the election of directors of Harris)
whose appointment or election by the Board of Directors of Harris
or nomination for election by Harris’s stockholders was
approved or recommended by a vote of at least a majority of the
directors then still in office who either were directors on the
date hereof or whose
appointment, election or nomination for election
was previously so approved or recommended;
(ii) the
stockholders of Harris approve a complete liquidation or
dissolution of Harris, except in connection with a recapitalization
or other transaction which does not otherwise constitute a Change
of Control for purposes of subsection (iii) or
(iv) below;
(iii) any
consolidation or merger of Harris occurs; or
(iv) any sale,
lease, exchange or other transfer (in one transaction or a series
of related transactions) of assets accounting for fifty percent
(50%) or more of total assets or fifty percent (50%) or more of the
total revenues of Harris occurs;
other than, in case of either
subsection (iii) or (iv), a transaction in which immediately
following such transaction, (x) more than fifty percent (50%)
of the combined voting power of the then outstanding voting
securities of the surviving entity in the case of a merger or
consolidation or acquiring entity in the case of a transfer (in
each case, the “Surviving Entity”) entitled to vote
generally in the election of directors (or other determination of
governing body) is then beneficially owned (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934) by all
or substantially all of the individuals and entities who were the
owners of Harris common stock immediately prior to such transaction
in substantially the same proportion, as among themselves, as their
ownership of such common stock immediately prior to such
transaction, or (y) a majority of the directors (or other
governing body) of the Surviving Entity consists of Recommended
Directors.
(d) “
Confidential Information ” shall mean any and all
information and material proprietary to Harris or not generally
known or available to the public in which Harris has any interest
or rights now or in the future, including without limitation
Harris’s business strategies, client lists, supplier lists,
partners, agreement terms, pricing, databases, products, designs,
processes, systems, methods; trade secrets, know-how, data,
technical plans, drawings, information, inventions, formulas,
technology and anything else that might be construed as proprietary
or confidential in nature. Confidential Information shall not
include information and material (i) publicly available through no
action by Employee, (ii) released by Harris with a written
waiver of confidentiality, (iii) lawfully obtained from third
parties, or (iv) previously known or developed by third
parties independently of Harris and Employee provided that such
knowledge or development can be independently
substantiated.
(e) " Good
Reason ” shall mean:
(i) material
breach of Harris’s or the New Employer’s obligations to
Employee, provided that Employee shall have given reasonably
specific written notice thereof to Harris and/or the New Employer,
and Harris and/or the New Employer shall have failed to remedy the
circumstances within ten business days thereafter;
(ii) any decrease
in Employee’s base salary as in effect immediately prior to
any Change of Control, or any material decrease in Employee’s
benefits if such
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