NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT,
entered into as of the Grant Date (as defined in Section 1),
by and between the Participant and Harris Interactive Inc. (the
“ Company ”);
WHEREAS, the
Company maintains the Harris Interactive Inc. Long-Term Incentive
Plan (the “ Plan ”), which is incorporated into
and forms a part of this Agreement, and the Participant has been
selected by the committee administering the Plan (the “
Committee ”) to receive a Non-Qualified Stock Option
Award under the Plan;
NOW, THEREFORE, IT
IS AGREED, by and between the Company and the Participant, as
follows:
1. Terms
of Award . The following terms used in this Agreement shall
have the meanings set forth in this Section 1:
(a) The
“ Participant ” is Enzo Micali
.
(b) The
“ Grant Date ” is May 15, 2009
.
(c) The
number of “ Covered Shares ” shall be
200,000 shares of Stock.
(d) The
“ Initial Exercise Date ” is the one-year
anniversary of the Grant Date.
(e) The
“ Exercise Price ” is $ 0.38 per
share.
Other terms
used in this Agreement are defined in Section 9 and elsewhere
in this Agreement.
2. Award
and Exercise Price . The Participant is hereby granted an
option (the “ Option ”) to purchase the number
of Covered Shares of Stock at the Exercise Price per share as set
forth in Section 1. The Option is not intended to qualify as
an “Incentive Stock Option,” as defined in the Plan and
in Section 422(b) of the Code.
(a) The Option
shall become exercisable (shall vest) with respect to:
(i) 1/4
th of the Covered Shares as of the Initial Exercise
Date; and
(ii) 1/48
th of the Covered Shares as of the end of each of
the next 36 calendar months thereafter,
provided,
however, that to the extent that the Option has not become
exercisable (vested) on or before the Participant’s Date
of Termination, such Option shall no longer become exercisable
(vest) in accordance with the foregoing schedule as of any date
subsequent to the Participant’s Date of Termination except as
provided in the immediately following paragraphs. Exercisability
under this schedule is cumulative, and after the Option becomes
exercisable under the schedule with respect to any portion of the
Covered Shares, it shall continue to be exercisable with respect to
that portion, and only that portion, of the Covered Shares until
the Expiration Date (described in Section 4 below).
(b) Notwithstanding
Section 3(a), the Option shall become immediately exercisable
(vest) with respect to all of the Covered Shares (whether or
not previously vested) upon the occurrence of the
Participant’s Date of Termination by reason of the
Participant’s death or Disability if such Date of Termination
is after the Initial Exercise Date.
(c) Notwithstanding
Section 3(a), the Option shall become immediately exercisable
(vest) with respect to all of the Covered Shares (whether or
not previously vested) upon the date of a Change in Control if the
Participant’s Date of Termination does not occur before such
Change in Control and a Complying Assumption does not occur in
connection with the Change in Control. If a Complying Assumption
occurs in connection with the Change in Control, then the Option
shall become immediately exercisable (vest) with respect to
all of the Covered Shares (whether or not previously vested) if the
Participant’s Date of Termination occurs upon or in the
one-year period immediately following a Change in Control (as
defined in the Plan) unless such Date of Termination is due to
termination of Participant by the Company for Cause or
Participant’s voluntary termination of his or her employment
without Good Reason.
4.
Expiration . The Option, to the extent not theretofore
exercised, shall not be exercisable on or after the Expiration
Date. The “Expiration Date” shall be earliest to
occur of:
(a) the
ten-year anniversary of the Grant Date;
(b) if
the Participant’s Date of Termination occurs by reason of
Disability or death, the one-year anniversary of such Date of
Termination;
(c) if
the Participant’s Date of Termination occurs for reasons
other than death or Disability, sixty days after the Date of
Termination; and
(d) the
date of any breach by Participant of his or her obligations under
Section 8 of this Agreement.
In the event of
the Participant’s death while in the employ of the Company,
the Participant’s executors or administrators (or the person
or persons to whom the Participant’s rights under the Option
shall have passed by the Participant’s will or by the laws of
descent and distribution) may exercise, any unexercised portion of
the Option to the extent such exercise is otherwise permitted by
this Agreement.
Any Option
exercised subsequent to the Participant’s Date of Termination
as permitted hereunder shall be exercisable only to the extent
vested at the time of the Participant’s Date of Termination,
regardless of the reason for the termination, and no extension of
time beyond the Participant’s Date of Termination shall
permit exercise beyond the date such Option would otherwise expire
if no termination had occurred.
5. Method
of Option Exercise . The Option may be exercised in whole or in
part by filing a written notice with, and which must be received
by, the Secretary of the Company at its corporate headquarters
prior to the Expiration Date. Such notice shall (a) specify
the number of shares of Stock which the Participant elects to
purchase; provided, however, that not less than one hundred
(100) shares of Stock may be purchased at any one time unless
the number purchased is the total number of shares available for
purchase at that time under the Option, and (b) be accompanied
by payment of the Exercise Price for such shares of Stock indicated
by the Participant’s election. Payment shall be by cash or by
check payable to the Company, or, at the discretion of the
Committee at any time: (a) all or a portion of the Exercise
Price may be paid by the Participant by delivery of shares of Stock
acceptable to the Committee (including, if the Committee so
approves, the withholding of shares otherwise issuable upon
exercise of the
Option) and
having an aggregate Fair Market Value (valued as of the date of
exercise) that is equal to the amount of cash that would otherwise
be required; and (b) the Participant may pay the Exercise
Price by authorizing a third party to sell shares of Stock (or a
sufficient portion of the shares) acquired upon exercise of the
Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire Exercise Price and any tax withholding
resulting from such exercise.
6.
Withholding . All distributions under this Agreement are
subject to withholding of all applicable taxes. At the election of
the Participant, and subject to such rules as may be established by
the Committee, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant
already owns, or to which the Participant is otherwise entitled
under the Plan.
7.
Transferability . The Option is not transferable other than
as designated by the Participant by will or by the laws of descent
and distribution, and during the Participant’s life, may be
exercised only by the Participant or the Participant’s legal
guardian or legal representative. However, the Participant, with
the approval of the Committee, may transfer the Option for no
consideration to or for the benefit of the Participant’s
Immediate Family (including, without limitation, to a trust for the
benefit of the Participant’s Immediate Family or to a
partnership or limited liability company for one or more members of
the Participant’s Immediate Family), subject to such limits
as the Committee may establish, and the transferee shall remain
subject to all the terms and conditions applicable to the Option
prior to such transfer. The foregoing right to transfer Option
shall apply to the right to consent to amendments to this Agreement
and, in the discretion of the Committee, shall also apply to the
right to transfer ancillary rights associated with the Option. The
term “Immediate Family” shall mean the
Participant’s spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers and grandchildren (and,
for this purpose, shall also include the Participant).
8.
Non-Competition; Non-Solicitation .
(a)
Consideration for this Section. Participant acknowledges and
agrees that:
(i) the
benefits afforded by this Agreement are discretionary and over and
above the ordinary employment compensation provided by the Company
to Participant, and in making its decision to offer Participant the
benefits afforded by this Agreement the Company relied upon and was
induced by the covenants made by Participant in this
section,
(ii) in
accepting the grant evidenced
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