TRANSITION AGREEMENT

Exhibit 10.2

Execution Copy

TRANSITION AGREEMENT

This Transition Agreement (“ Agreement ”) is made and entered into as of August 29, 2007, by and between Kathy S. Calta (“ Executive ”) and Harte-Hanks, Inc., a Delaware corporation (“ Company ”).

RECITALS:

The Executive currently serves as Executive Vice President, Direct Marketing, for the Company.

The Executive and the Company desire to provide for an orderly transition to the Executive’s successor in connection with the Executive’s departure from the Company.

For good and valuable consideration, the parties hereto agree as follows:

1. Employment Transition . Except as hereinafter otherwise provided, after the Effective Date (as defined in Section 18 below) the Executive will remain employed as a Corporate Advisor to the Chief Executive Officer of the Company during the term of this Agreement as described in Section 2 below, and shall no longer serve as an Executive Vice President or other corporate officer of the Company or its subsidiaries and affiliates. As of the Effective Date, the Executive hereby resigns from her positions as officer and/or director of all Company subsidiaries and affiliates, and all fiduciary positions that she may hold with respect to any Company, subsidiary, or affiliate employee benefit plans, and agrees to execute any documentation to that effect upon the request of the Company.

2. Employment Term . The term of the Executive’s employment under this Agreement (“ Employment Term ”) shall commence on the Effective Date (as defined in Section 18 below) and shall terminate on February 5, 2008, unless sooner terminated as provided in Section 7. During the Employment Term, the Executive shall be considered a full-time employee in good standing for purposes of the Company’s employee benefit and fringe benefit plans and programs.

3. Employment Duties . During the Employment Term, the Executive will assist in facilitating the orderly transition to her successor as requested from time to time by the Chief Executive Officer or President of the Company. During the Employment Term, the Executive will work from her home office. The Company will arrange for, at its sole expense, any administrative services and support it deems appropriate.

4. Compensation During Employment Term .

(a) Base Salary . During the Employment Term, the Company shall continue to pay the Executive a base salary at her current rate of $355,000 per annum (“ Base Salary ”). Such Base Salary shall be payable during the Employment Term in accordance with the Company’s standard payroll policy for executives.

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(b) Bonus . The Executive shall continue to participate in the Company’s 2007 annual incentive compensation plan under its existing terms. The Executive shall be entitled to her 2007 annual incentive compensation, if any, irrespective of whether she is employed on the date payment is made. The Executive shall not be eligible for a bonus or other incentive compensation for the Executive’s services to the Company in 2008 or thereafter.

(c) Special Bonus Award . Subject to Section 7 below, the Executive shall be paid on the last day of the Employment Term a special bonus award in the amount of $168,000.

(d) Equity Awards . The Executive shall not receive any additional equity or other long-term incentive plan awards for services to the Company during the Employment Term or thereafter.

(e) Executive Benefits . The Executive shall continue to be eligible during the Employment Term to participate in the Company’s health, life, and disability insurance plans, and the Company’s retirement plans, including the Harte-Hanks, Inc. Restoration Pension Plan, in accordance with the terms of those plans applicable to the Company’s senior executives. The Company represents and warrants that the Executive is fully vested in her benefits under the Harte-Hanks, Inc. Restoration Pension Plan in accordance with the terms thereof. Except for any policy conversion rights exercisable at the sole expense of the Executive, all life insurance coverages otherwise in effect during the Employment Term shall expire on the last day of the Employment Term.

(f) Automobile Allowance . During the Employment Term, the Executive shall continue to be entitled to a monthly automobile allowance in the amount of $975.

(g) Business Expenses . The Company shall reimburse the Executive, in accordance with the Company’s current practices, for reasonable business expenses incurred by the Executive during the Employment Term in connection with the fulfillment of the Executive’s duties under Section 3; provided, however, that the Executive shall not incur any business expenses without the prior written consent of the Company’s Chief Executive Officer or President.

5. Separation Payments . Except as provided in this Agreement, the Company shall pay the Executive severance payments in the amount of $40,000 per month for twelve (12) months (“ Separation Payments ”). The Separation Payments commence with the month of February 2008, and will be payable in arrears promptly after the end of each month. Subject to Section 19, the Separation Payments will not be subject to offset or mitigation.

6. Restrictive Covenants . The Executive shall continue to be bound by the Confidentiality/Nondisclosure Agreement that she previously executed dated November 9, 2005, (“ Confidentiality Agreement ”), and the Non-Compete Agreement that she previously executed dated February 13, 2006, (“ Non-Compete Agreement ”), both of which are made part of, and incorporated by reference into, this Agreement (collectively, the “ Restrictive Covenants ”). The Restrictive Covenants will survive the termination of this Agreement in accordance with their terms.

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7. Termination of Agreement .

(a) Death or Disability . The Employment Term shall automatically terminate upon the death or the “Disability” of the Executive. For purposes of this Agreement, “ Disability ” means disability as defined under Section 409A of the Internal Revenue Code of 1986 as amended and the regulations thereunder (“ Code ”). In the event of the termination of the Executive’s employment with the Company due to her death or Disability prior to the end of the Employment Term, the Executive, the Executive’s surviving spouse, the Executive’s conservator or guardian, or the Executive’s estate, as the case may be, shall be entitled only to (i) any earned but unpaid Base Salary, (ii) payment of a pro-rated amount of the bonus described in Section 4(b) for the Company’s 2007 fiscal year to the extent earned but unpaid, and payable at the time bonuses are paid to other senior executives of the Company, (iii) payment of a portion of the Special Bonus Award set forth in Section 4(c) in the amount of $143,000, (iv) the right to any payments or shares as provided under the terms of any long-term or other equity incentive plan for any awards granted prior to the Employment Term, (v) any short-term or long-term disability benefits under any Company-sponsored disability plans in accordance with the terms of such plans, (vi) any benefits owed under any Company-sponsored pension or retirement plans in accordance with the terms of such plans; and (vii) any benefits payable to a surviving spouse or beneficiary, as the case may be, under any Company-sponsored life insurance or death benefit plan. In the event of the death or Disability of the Executive after the end of the Employment Term, the Executive, the Executive’s surviving spouse, the Executive’s conservator or guardian, or the Executive’s estate, as the case may be, shall be entitled to receive, to the extent yet unpaid, any payments or benefits referenced in Section 4, as well as any pro rated amounts earned under Section 5 for which payment has been delayed pursuant to Section 8.

(b) Termination by the Company for Cause . The Company may terminate the employment of the Executive at any time for “Cause,” due to acts, or failures to act, by the Executive that become known to the Company after the date of this Agreement, in which event the Executive shall not be entitled to receive any payments or benefits referenced in Sections 4 or 5 except for any earned but unpaid Base Salary. For purposes of this Agreement, termination by the Company for “ Cause ” means that the Executive shall have committed (i) an intentional act of fraud or embezzlement in connection with her duties or in the course of her employment or consulting services with Company, (ii) intentional material damage to property of the Company, its subsidiaries or affiliates, or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company, its subsidiaries or affiliates. For purposes of this Agreement, no act, or failure to act, on the part of the Executive will be deemed “intentional” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that her action or omission was in the best interest of the Company, its subsidiaries or affiliates. The Company represents and warrants to the Executive that, as of the date of this Agreement, neither its Chief Executive Officer, President and Chief Financial Officer nor President of Direct Marketing, has actual knowledge that any action or omission by the Executive may constitute “Cause” has occurred during the course of the Executive’s employment with the Company, its subsidiaries or its affiliates.

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(c) Termination by the Executive . The Executive may terminate her employment with Company prior to February 5, 2008, by providing the Company with written notice in accordance with the terms of Section 20 hereof at least 15 days in advance of the effective date of such termination. In the event of termination of the Executive’s employment by the Executive, the Executive shall be entitled to receive only (i) to the extent earned yet unpaid, the payments or benefits referenced in Sections 4 (a) and (b), and a portion of the Special Bonus Award set forth in Section 4(c) in the amount of $18,000; and (ii) the Separation Payments in the amounts, and pursuant to the payment schedule, provided by Section 5.

8. Certain Tax Matters . The parties acknowledge and agree that: (i) Section 409A of the Code would subject the Executive to penalty taxes and interest if she receives payments from a “nonqualified deferred compensation plan” before the date that is six (6) months after the date of the Executive’s “separation from service” from the Company, or if earlier, her death (as each such term is used for purposes of Section 409A; (ii) the end of the Employment Term will be treated as the Executive’s date of separation from service for purposes of Section 409A; (iii) in the absence of any exemption under Section 409A, the payment of severance pay during the six (6) month period following the Executive’s separation from service would constitute payments from a nonqualified deferred compensation plan under Section 409A; (iv) the payments set forth in Section 5 may not be accelerated; and (v) no subsequent elections to defer receipt of the payments owed to the Executive under Section 5 will be permitted. To the extent required by Section 409A, any nonqualified deferred compensation to which the Executive would be entitled to under this Agreement or any other plan or arrangement maintained by the Company or its subsidiaries or affiliates shall not be paid until six (6) months following her separation from service. All payments and benefits provided under this Agreement or otherwise are subject to applicable tax withholding.

9. General Release of Claims . The Executive hereby voluntarily, completely and fully releases, remises, acquits and forever discharges the Company and its respective parents, affiliates, subsidiaries, divisions, branches, units and related entities, and its or their present and former officers, directors, employees, agents, successors and assigns ( “Released Parties” ), of and from any and all claims, demands, debts, suits, actions, causes of action, obligations, damages, costs, losses, interest, expenses and liabilities, of any kind or nature whatsoever, whether legal, equitable or statutory, liquidated or unliquidated, known or unknown, suspected or unsuspected, reasonably discoverable or not, present, fixed or contingent (collectively, “Claims” ), that the Executive, her heirs, executors, administrators, successors, and assigns, have or may have as of the date of execution of this Agreement including, but not limited to, Claims arising out of or resulting from:

(a) any violation of

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(b) the Executive’s employment, the Company’s decision, if any, to terminate the Executive’s employment and to enter into this Agreement, or the circumstances of the Executive’s depar