HARRIS INTERACTIVE INC.
RESTRICTED STOCK AGREEMENT
This Agreement is made effective on August 31, 2007, between HARRIS INTERACTIVE INC., a
Delaware Corporation (the “ Company ”), and ___ (“ Participant ”).
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
WHEREAS, the Participant has been selected by the committee administering the Plan (the “ Committee ”)
to receive a Restricted Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:
1. Award .
(a) Grant . The Participant is hereby granted ___ shares (the “ Restricted Stock ”) of the Company’s
common stock, par value $.001 per share (“ Stock ”), which shall be issued as hereinafter provided in
Participant’s name subject to certain restrictions thereon. Participant hereby accepts the Restricted Stock subject
to the terms and conditions of this Agreement.
(b) Plan Incorporated . Participant acknowledges receipt of a copy of the Plan and agrees that this award
of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a
part of this Agreement.
(c) Statement of Election . In connection with this Agreement, the Participant will deliver to the Company
an executed and completed Statement of Decision Regarding Section 83(b) Election in the form provided by the
2. Risk of Forfeiture (“ Forfeiture Restrictions ”) .
(a) Forfeiture Due to Failure to Meet Performance Requirements .
(i) Subject to Sections 2(b) and 3(b), Participant shall forfeit the right to receive the Restricted Stock
should the Company’s EBITDA with stock compensation expense added back (“Adjusted EBITDA”) as a