Exhibit 4.4
AMENDMENT TO HARTE-HANKS,
INC.
2005 OMNIBUS INCENTIVE
PLAN
This Amendment (this “
Amendment ”) to the Harte-Hanks, Inc. (the “
Company ”) 2005 Omnibus Incentive Plan, as amended and
restated (the “ Plan ”), is entered into and
effective as of May 12, 2009.
WHEREAS, the Company adopted the
Plan in May 2005;
WHEREAS, effective January 1,
2008, the Company amended and restated the Plan to incorporate the
requirements of Internal Revenue Code Section 409A and related
regulations, and effective February 13, 2009, the Company
amended and restated the Plan to delete the references in Article
XVII (Change in Capital Structure; Change of Control) to a
“Potential Change of Control,” including deleting the
definition of a Potential Change of Control in former
Section 17.5;
WHEREAS, on January 29, 2009,
the Company’s Board of Directors determined that it is in the
best interests of the Company to amend the Plan to increase the
number of shares of Company common stock available under the Plan
by an additional 4,600,000 shares and the Board recommended
stockholder approval of an amendment to the Pl
