RECITALSLoan Agreement • September 9th, 2004 • Harris Interactive Inc • Services-management consulting services • Virginia
EXHIBIT 10.1 ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Agreement"), dated as of September 8, 2004 (the "Effective Date"), is by and among HARRIS INTERACTIVE INC., a Delaware corporation ("Harris"), MANUFACTURERS AND TRADERS TRUST COMPANY, a New York...Escrow Agreement • September 9th, 2004 • Harris Interactive Inc • Services-management consulting services • New York
BY AND AMONGMerger Agreement • September 9th, 2004 • Harris Interactive Inc • Services-management consulting services • Delaware
EXHIBIT 10.2 LOCK-UP AGREEMENT September 9, 2004 Harris Interactive Inc. 135 Corporate Woods Rochester, New York 14623 Attention: Chief Financial Officer Ladies and Gentlemen: 1. The undersigned acknowledges that this lock-up agreement (the "Lock-Up...Lock-Up Agreement • September 9th, 2004 • Harris Interactive Inc • Services-management consulting services • Delaware
EXHIBIT 10.3 NONCOMPETITION, NONDISCLOSURE AND NONSOLICITATION AGREEMENT THIS NONCOMPETITION, NONDISCLOSURE AND NONSOLICITATION AGREEMENT ("Agreement"), dated as of September 8, 2004, is by and among each and all of the stockholders of WIRTHLIN...Noncompetition, Nondisclosure and Nonsolicitation Agreement • September 9th, 2004 • Harris Interactive Inc • Services-management consulting services • Delaware
RELEASERelease Agreement • September 9th, 2004 • Harris Interactive Inc • Services-management consulting services • Delaware
This Release is being executed and delivered in accordance with Section 3.3.2(g) of the Agreement and Plan of Merger by and among Harris Interactive Inc., Wirthlin Worldwide, Inc., Capitol Merger Sub, LLC, and the Stockholders of Wirthlin Worldwide, Inc. dated as of September 8, 2004 (the "Agreement"). Capitalized terms used in this Release without definition have the respective meanings given to them in the Agreement.
