HARRIS INTERACTIVE INC
EX-10.1 LETTER AGREEMENT BETWEEN COMPANY AND DEE ALLSOP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>l09958aexv10w1.txt
<DESCRIPTION>EX-10.1 LETTER AGREEMENT BETWEEN COMPANY AND DEE ALLSOP
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                                                                    EXHIBIT 10.1

September 9, 2004

Dee Allsop
12756 Misty Creek Lane
Fairfax, VA 22033


Dear Dee,

We are very pleased to welcome you, as an employee of Wirthlin Worldwide, Inc.
("Wirthlin"), to Harris Interactive Inc. ("Harris"). This letter confirms that
your existing employment agreement ("Agreement") with Wirthlin remains in effect
except as modified in this letter, and that your employment continues under the
terms of that agreement as Group President, Harris/Wirthlin Brand & Strategic
Consulting Group, reporting to Greg Novak, President & Chief Operating Officer.
Your salary continues to be at the rate of $235,000, earned payable on a
bi-weekly basis.

The Board of Directors of Harris Interactive Inc. has approved issuance to you
of options to purchase 50,000 shares of Harris Interactive Inc. common stock at
the fair market price in effect at the close of the day, September 8, 2004. One
fourth of the options will vest twelve months from the grant date, with the
balance vesting monthly over the next thirty-six months. You will be receiving a
separate Option Agreement that contains all of the terms and conditions of your
options. Any and all rights under any Wirthlin Stock Appreciation Plan are
terminated.

You will continue with your current bonus/variable compensation plan through
December 31, 2004. Beginning January 2005, you will transition to the Harris
Interactive Inc. bonus plan applicable to Group Presidents. Details of the plan
will be provided at a later date.

We propose to modify the Agreement to delete the second sentence of paragraph
7(a) that removes certain non-competition restrictions from the Agreement if you
resign after both Richard B. Wirthlin and James J. Granger cease employment with
Wirthlin.

We propose that paragraph 8(b) of the Agreement be amended to read in its
entirety as follows:

      Should termination occur pursuant to paragraph 7(b) or paragraph 7(f) (at
      "Will") during the period commencing on the date of this letter and
      continuing through and including September 8, 2006, Company shall pay
      Executive a severance payment equal to one year's salary, payable monthly
      during the year following termination. Thereafter, should termination
      occur pursuant to paragraph 7(b) or paragraph 7(f), Company shall pay
      Executive a severance payment equal to six month's salary, payable monthly
      during the six months following termination. In each case, as part of such
      severance Company will continue to provide standard medical benefits under
      Company plans during such period of severance. Executive agrees that such
      severance payment shall be the Executive's sole and exclusive remedy for
      such termination.

We further propose that paragraph 9(a) and 9(b) be amended to read in their
entirety as follows:

            A. The Executive agrees that his services hereunder are of a
      special, unique, extraordinary and intellectual character, and that his
      position with the Company places him in a position of confidence and trust
      with the clients and employees of the Company. The Executive also
      acknowledges that the clients serviced by the Company are located
      throughout the world and accordingly, it is reasonable that the
      restrictive covenants set forth below are not limited by specific
      geographic area but by the location of the Company's clients and potential
      clients. The Executive further acknowledges that the rendering of services
      to the Company's clients necessarily requires the disclosure of
      confidential information and trade secrets of those clients (such as
      without limitation, marketing plans, budgets, designs, client preferences
      and policies, and identity of appropriate personnel of clients with
      sufficient authority to influence a shift in suppliers). The Executive and
      the Company agree that in the course of any prior employment with the
      Company and hereunder, the Executive has and will continue to develop a
      personal acquaintanceship and relationship with the Company's clients, and
      a knowledge of those clients' affairs and requirements which may
      constitute the Company's primary or only contact with such clients. The
      Executive

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      acknowledges that the Company's relationships with its established
      clientele may therefore be placed in the Executive's hands in confidence
      and trust. The Executive consequently agrees that it is reasonable and
      necessary for the protection of the goodwill and business of the Company
      that the Executive make the covenants contained herein; that the covenants
      are given as an integral part of and incident to this Agreement; that
      there is adequate consideration for such covenants and employment
      hereunder including, but not limited to, the stock options being granted
      in Executive's favor simultaneous herewith; and that in making its
      decision to employ Executive for the consideration outlined above, the
      Company relied upon and was induced by the covenants made by the Executive
      in this paragraph 9. Accordingly, the Executive agrees that while he is in
      the Company's employ and during a one year period after termination of his
      employment for any reason (the "Non-Competition Period"), Executive shall
      not, directly or indirectly, own, manage, operate, join, control,
      participate in, invest in or otherwise be connected or associated with, in
      any manner, including, without limitation, as an officer, director,
      employee, distributor, independent contractor, independent representative,
      partner, consultant, advisor, agent, proprietor, trustee or investor, any
      Competing Business (defined below); provided, however, that ownership of
      4.9% or less of the stock or other securities of a corporation, the stock
      of which is listed on a national securities exchange or is quoted on the
      NASDAQ Stock Market's National Market, shall not constitute a breach of
      this Section 9, so long as the Executive does not in fact have the power
      to control, or direct the management of, or is not otherwise engaged in
      activities with, such corporation.

            For purposes of this Section 9, the term "Competing Business" shall
      mean any business or venture which is substantially similar to the whole
      or any significant part of the business conducted by Company, and which is
      in material competition with the Company, and the term "Affiliate" of any
      person or entity shall mean any other person or entity directly or
      indirectly controlling, controlled by or under common control with such
      particular person or entity, where "control" means the possession,
      directly or indirectly, of the power to direct the management and policies
      of a person or entity whether through the ownership of voting securities,
      contract, or otherwise.

            During the Noncompetion Period, the Executive shall not, directly or
      indirectly, including on behalf of, for the benefit of, or in conjunction
      with, any other person or entity, (i) solicit, assist, advise, influence,
      induce or otherwise encourage in any way, any employee of Company to
      terminate such employee's relationship with Company for any reason, or
      assist any person or entity in doing so, or employ, engage or otherwise
      contract with any employee or former employee of Company in a Competing
      Business or any other business unless such former employee shall not have
      been employed by Company for a period of at least one year and no
      solicitation prohibited hereby shall have occurred prior to the end of
      such one-year period, (ii) interfere in any manner with the relationship
      between any employee and Company, or (iii) contact, service or solicit any
      existing clients, customers or accounts of Company on behalf of a
      Competing Business, either as an individual on Executive's own account, as
      an investor, or as an officer, director, partner, joint venturer,
      consultant, employee, agent or salesman of any other person or entity.

In consideration of Withlin becoming a part of Harris, upon receipt by Harris of
a copy of this letter signed by you, Harris and its affiliates will become
legally bound by the Agreement including the modifications set out above, and
all references in the Agreement to the "Company" shall include reference not
only to Wirthlin but also to Harris and all of its affiliates. By signing and
returning this letter, you agree that Harris and its affiliates as well as
Wirthlin have become obligated to assure that you are provided with the rights
and benefits set forth in the Agreement. You also agree that Harris and its
affiliates as well as Wirthlin are entitled to all of the rights and benefits
that Wirthlin has under the Agreement.

Please indicate your agreement by signing below and returning this letter to me,
in the enclosed postage paid envelope.

We are extremely pleased that you will be joining the Harris Interactive team
and we look forward to an exciting time moving forward together.

Sincerely,

/s/ Dennis K. Bhame
Dennis K. Bhame
EVP Human Resources

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Harris Interactive Inc.

I accept this offer as outlined above.

/s/ Dee Allsop                                September 9, 2004
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Dee Allsop                                           Date

Enclosures

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