Exhibit 10.1
April 18, 2005
Theresa A. Flanagan
152 Fairview Road
Skillman, N.J. 08558
Dear
Ms. Flanagan:
This letter confirms our mutual
understanding regarding termination of your employment relationship
with Harris Interactive Inc. (the “Company”), the
successor by merger to Total Research Corporation
(“TRC”). TRC and you entered into an Employment
Agreement dated January 1, 1999. The Employment Agreement no
longer reflects, in detail, either our relationship or the
agreement we have reached regarding termination of your employment
with the Company. This letter agreement, therefore, is intended by
each of us to supersede and replace the 1999 Employment Agreement
as of the date of this letter. We have agreed:
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Your last day
of active employment with the Company will be June 30, 2005
(the “Termination Date”). You will receive your current
salary and benefits through that date.
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In lieu of any
severance or benefits under the Employment Agreement or any other
Company benefits, you are entitled to the severance benefits
outlined below. This Agreement does not affect the amount of your
vested benefits under any other employee benefit plan in which you
were a participant.
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a.
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After the
Termination Date the Company will continue to pay you your current
bi-weekly salary, less standard deductions, up to and including
September 29, 2006, in the same manner and frequency as you
received salary immediately prior to the Termination
Date.
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b.
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You will also
be eligible to receive fiscal year 2005 bonus due the Group
President, Customer Loyalty Management based on 1
st half and 2 nd half actual performances against established
targets. You must be actively employed as of June 30, 2005 to
be eligible to receive the bonus. You will also be eligible for the
bonus, should you and the Company mutually agree on a separation
date prior to June 30, 2005. The bonus will be paid as cash at
the same time as other executive bonuses are paid by the
Company.
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c.
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The Company
will continue to provide to you, at Company expense, less the
standard employee contribution applicable to employees of status
similar to your current position, the health and dental insurance
benefits provided to current employees of similar status for the
time you are unemployed or without work for which you are
compensated, up to and including September 29, 2006. In the
event you become employed or begin to perform work for which you
are eligible to receive health insurance benefits, the Company will
no longer be obligated to provide you with the above-mentioned
health and dental benefits. Should you become eligible under COBRA
for continuation of your health insurance coverage after
September 29, 2006, you will be notified of such right. Short
term and long term disability, life insurance
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and 401K
contributions will cease as of the Termination Date. You can
continue your Flexible Spending Account contributions during your
severance period, through September 29, 2006.
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d.
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You will be
eligible to exercise all vested Company stock options at any time
prior to and including September 29, 2006. Your vested stock
options amount to 20,625 shares, at an exercise price of $2.42 per
share. Failure to exercise vested options on or before
September 29, 2006 will result in forfeiture of all or any
portion of stock options not exercised. You also have 2,560 at the
exercise price of $6.27. These are fully vested options and will
have a 10&n
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