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EXHIBIT 10.2
LOCK-UP AGREEMENT
September 9, 2004
Harris Interactive Inc.
135 Corporate Woods
Rochester, New York 14623
Attention: Chief Financial Officer
Ladies and Gentlemen:
1.
The
undersigned acknowledges that this lock-up agreement (the
"Lock-Up Agreement") is being entered into
pursuant to Section 3.3.2(c) of the
Agreement and Plan of Merger dated as of
even date herewith (the "Merger
Agreement") by and among Harris Interactive
Inc., a Delaware corporation
("Harris"), Capitol Merger Sub, LLC, a
Delaware limited liability company of
which Harris is the sole member ("Merger
Sub"), Wirthlin Worldwide, Inc., a
California corporation ("Wirthlin"), and
all of the stockholders of Wirthlin
shown on the signature page to the Merger
Agreement (the "Stockholders").
Pursuant to the Merger Agreement, the
undersigned will receive the number of
shares of Harris common stock, par value
$.001 (the "Common Stock"), and will
have the right to acquire (subject to
applicable vesting requirements) upon
exercise of stock options to be issued by
Harris pursuant to the Merger
Agreement the number of shares of Common
Stock, as are set forth opposite the
undersigned's name on Annex 1 hereto
(collectively, the "Lock-Up Shares"). The
undersigned further acknowledges that as a
condition to Harris' entering into
the Merger Agreement, Harris has required
the undersigned to enter into this
Lock-Up Agreement, and in order to induce
Harris to enter into the Merger
Agreement, the undersigned is willing to
enter into this Lock-Up Agreement.
Capitalized terms used herein without
definition shall have the meanings given
to them in the Merger Agreement.
2.
In
consideration of the agreement by Harris to enter into the
Merger
Agreement, and for other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the undersigned hereby agrees
that, during the period commencing on the
Closing Date and continuing through
and including the date that is 120 days
after the Closing Date (the "Lock-Up
Period"), the undersigned will not, without
Harris' prior written consent,
offer, sell, contract to sell, pledge,
hypothecate or otherwise transfer or
dispose of any of the Lock-Up Shares or any
interest therein, or any options,
warrants or other rights to purchase or
otherwise acquire any of the Lock-Up
Shares, or any securities convertible into,
exchangeable for or that represent
the right to receive Lock-Up Shares.
3.
The
undersigned acknowledges and agrees that the foregoing
restrictions expressly prohibit the
undersigned from engaging in any hedging or
other transaction which is designed to or
which reasonably could be expected to
lead to or result in a sale or disposition
of the Lock-Up Shares even if such
Lock-Up Shares would be disposed of by
someone other than the undersigned. Such
prohibited hedging or other transactions
would include, without limitation, any
short sale or any purchase, sale or grant
of any right (including without
limitation any put or call option) with
respect to any of the Lock-Up Shares or
with respect to any security
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that includes, relates to, derives any
significant part of its value from, or
otherwise transfers to any other person any
or all of the economic consequences
of ownership of the Lock-Up Shares.
4.
Notwithstanding the foregoing, the foregoing restrictions shall
not
be deemed to prohibit a transfer of the
Lock-Up Shares (a) by bona fide gift
(including, without limitation, charitable
giving), provided that the donee
thereof agrees in writing to be bound by
the restrictions set forth herein; (b)
to any trust for the direct or indirect
benefit of the undersigned or of any one
or more members of the immediate family of
the undersigned, provided
