TRANSITION AGREEMENT

Exhibit 10.1

TRANSITION AGREEMENT

This Transition Agreement (" Agreement ") is made and entered into as of December 15, 2008, by and between Dean H. Blythe (" Executive ") and Harte-Hanks, Inc., a Delaware corporation (" Company ").

RECITALS:

The Executive currently serves as President and Chief Executive Officer of the Company.

The Executive and the Company desire to provide for an orderly transition 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 16 below) the Executive will remain employed as a Corporate Advisor to the Chairman of the Board of the Company during the term of this Agreement as described in Section 2 below, and shall no longer serve as President, Chief Executive Officer or other corporate officer of the Company or its subsidiaries and affiliates. As of the Effective Date, the Executive hereby resigns from his positions as an officer and director of the Company and as an officer and/or director of all Company subsidiaries and affiliates, and all fiduciary positions that he may hold with respect to any Company, subsidiary, or affiliate, 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 16 below) and shall terminate on December 31, 2008 , unless sooner terminated as provided in Section 6 . 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 employee programs.

3. Employment Duties . During the Employment Term, the Executive will assist in facilitating an orderly transition as requested from time to time by the Chairman of the Board of the Company.

4. Compensation During Employment Term; Quarterly Payments .

(a) Base Salary . During the Employment Term, the Company shall continue to pay the Executive a base salary at his current rate of $540,000 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.

(b) Bonus . The Executive shall continue to participate in the Company’s 2008 annual incentive compensation plan under its existing terms. The Executive shall be entitled to his 2008 annual incentive compensation, if any, irrespective of whether he is employed on the date payment is made. The Executive shall not be eligible to participate in the Company’s 2009 annual incentive compensation plan and shall not be eligible for a bonus or other incentive compensation for the Executive’s services, if any, to the Company in 2009 or thereafter.

(c) Quarterly Payments . Subject to Section 6 below, the Executive shall be paid the following quarterly payments (the " Quarterly Payments "): (1)  $143,000 on or around January 1, 2009; (2)  $125,000 on or around April 1, 2009; (3)  $125,000 on or around July 1, 2009; and (4)  $125,000 on or around October 1, 2009.

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(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. For the avoidance of doubt, this Agreement does not supersede or modify the terms of outstanding long-term incentive plan awards issued to the Executive prior to the Employment Term, which shall continue to be governed in all respects by the terms of the applicable long-term incentive plan of the Company, including the Harte-Hanks, Inc. Amended and Restated 1991 Stock Option Plan and the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan, and by the terms of the applicable award agreements thereunder.

(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 and the Harte-Hanks, Inc. frozen qualified defined benefit pension plan, in accordance with the terms of those plans applicable to the Company’s senior executives and the Executive’s current elections thereunder. 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. This Agreement does not modify the rights and obligations of the Executive and/or the Company under any employee benefit plans; eligibility for payments and calculations of payments, if any, are governed solely by the specific plan documents as they may currently exist or as they may be modified in the future and the decisions of the plan administrator and by applicable law.

(f) Automobile Allowance . During the Employment Term, the Executive shall continue to be entitled to a monthly automobile allowance in the amount of $1,325 .

(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 . The Company will continue to pay or reimburse the Executive, in accordance with the Company’s current practices, for monthly blackberry service charges incurred by the Executive during the Employment Term in connection with the fulfillment of the Executive’s duties under Section 3 .

5. Restrictive Covenants . The Executive shall continue to be bound by the Confidentiality/Nondisclosure Agreement that he previously executed dated December 9, 2005, (" Confidentiality Agreement "), and the Non-Compete Agreement that he previously executed dated February 2, 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.

6. 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 his 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 2008 fiscal year to the extent earned but unpaid, and payable at the time bonuses are paid to other senior executives of the Company, (iii) the right to any payments or shares as provided under the terms of any long-term or other equity incentive plan for

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any awards granted prior to the Employment Term, (iv) any short-term or long-term disability benefits under any Company-sponsored disability plans in accordance with the terms of such plans, (v) any vested benefits owed under any Company-sponsored pension or retirement plans in accordance with the terms of such plans; (vi) any benefits payable to a surviving spouse or beneficiary, as the case may be, under any Company-sponsored life insurance or death benefit plan; and (vii) payment of the Quarterly Payments. 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 only (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 2008 fiscal year to the extent earned but unpaid, and payable at the time bonuses are paid to other senior executives of the Company, (iii) any vested benefits owed under any Company-sponsored pension or retirement plans in accordance with the terms of such plans; and (iv) payment of the Quarterly Payments.

(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, in which event the Executive shall not be entitled to receive any payments or benefits referenced in Section 4 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 his duties or in the course of his employment 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 his action or omission was in the best interest of the Company, its subsidiaries or affiliates.

(c) Termination by the Executive . The Executive may terminate his employment with the Company prior to the end of the Employment Term, by providing the Company with written notice in accordance with the terms of Section 18 hereof at least 5 days in advance of the effective date of such termination. In the event of such termination of the Executive’s employment by the Executive, the Executive shall be entitled to receive only (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 2008 fiscal year to the extent earned but unpaid, and payable at the time bonuses are paid to other senior executives of the Company; (iii) any vested benefits owed under any Company-sponsored pension or retirement plans in accordance with the terms of such plans; and (iv) payment of the Quarterly Payments.

7. Certain Tax Matters . The parties acknowledge and agree that: (i) Section 409A of the Code may subject the Executive to penalty taxes and interest if he 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, the date of his death (as each such term is used for purposes of Section 409A of the Code); (ii) the end of the Employment Term will be treated as the Executive’s date of separation from service for purposes of Section 409A of the Code; and (iii) in the absence of any exemption under Section 409A of the Code, 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 of the Code. To the extent required by Section 409A of the Code, 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 his separation from service. All payments and benefits provided under this Agreement or otherwise are subject to applicable tax withholding.

8. General Release of Claims . The Executive hereby voluntarily, completely and fully

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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, his 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