HARTE HANKS INC (Form: S-8, Received: 06/07/2013 14:17:05)

As filed with the Securities and Exchange Commission on June 7, 2013.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Harte-Hanks , Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		76-1677284
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216

(Address of Principal Executive Offices) (Zip Code)

Harte-Hanks, Inc. 2013 Omnibus Incentive Plan

(Full Title of the Plan)

Robert L. R. Munden

Senior Vice President, General Counsel and Secretary

Harte-Hanks, Inc.

9601 McAllister Freeway, Suite 610

San Antonio, Texas 78216

(210) 829-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Cox Smith Matthews Incorporated

112 East Pecan, Suite 1800

San Antonio, Texas 78205

Attn: Jeffrey C. Gifford

(210) 554-5560

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer		x Accelerated filer		o Non-accelerated filer		o Smaller reporting company
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE


Title of Securities To Be Registered	Amount to be registered		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, par value $1.00 per share	5,000,000 shares	(1)	$	8.92	(2)	$	44,600,000	(2)	$	6,083.44

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall cover such additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) For the purpose of computing the registration fee only, the price shown is based upon the price of $8.92 per share, the average of the high and low sales prices for the Common Stock of Harte-Hanks, Inc. on the New York Stock Exchange on June 5, 2013 in accordance with Rule 457(h).

EXPLANATORY STATEMENT

Harte-Hanks, Inc., a Delaware corporation (the “Registrant”), hereby files this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission on June 7, 2013 for the purpose of registering 5,000,000 shares of common stock, par value $1.00 per share, for issuance under the Harte-Hanks, Inc. 2013 Omnibus Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference in this Registration Statement the following documents filed by the Registrant with the Securities and Exchange Commission:

(a) Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Commission on March 13, 2013;

(b) Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 7, 2013;

(d) Registrant’s Current Report on Form 8-K filed with the Commission on January 31, 2013;

(e) Registrant’s Current Report on Form 8-K filed with the Commission on March 20, 2013;

(f) Registrant’s Current Report on Form 8-K filed with the Commission on April 25, 2013;

(g) Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2013;

(h) Registrant’s Current Report on Form 8-K filed with the Commission on May 30, 2013; and

(i) The description of Registrant’s Common Stock, par value $1.00 per share, contained in the Registrant’s registration statement on Form 8-A, dated October 7, 1993 (File Number 33-69202), including any amendment or report filed for the purpose of updating such description.

All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Registration Statement. Information that the Registrant elects to furnish, but not file, or has furnished, but not filed, with the Commission in accordance with Commission rules and regulations is not incorporated into this Registration Statement and does not constitute a part hereof.

Item 4. Description of Securities

The class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Section 102(7) of the Delaware General Corporation Law, the DGCL, enables a corporation incorporated in the State of Delaware to eliminate or limit, through provisions in its original or amended certificate of incorporation, the personal liability of a director for violations of the director’s fiduciary duties, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any liability imposed pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

Section 145 of the DGCL provides that a corporation incorporated in the State of Delaware may indemnify any person or persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee, or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe that the challenged conduct was unlawful. A corporation incorporated in the State of Delaware may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must provide indemnification against the expenses that such officer or director actually and reasonably incurred in connection therewith.

Section 145(g) of the DGCL authorizes a corporation incorporated in the State of Delaware to provide liability insurance for directors and officers for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the corporation.

The Registrant’s amended and restated certificate of incorporation and third amended and restated bylaws provide that it shall indemnify officers and directors and, to the extent permitted by the Board of Directors, its employees and agents, to the full extent permitted by and in the manner permissible under the laws of the State of Delaware. In addition, the Registrant’s amended and restated certificate of incorporation and third amended and restated bylaws permit the Board of Directors to authorize Registrant to purchase and maintain insurance against any liability asserted against any of Registrant’s directors, officers, employees or agents arising out of his capacity as such.

To supplement its obligations under the amended and restated certificate of incorporation and third amended and restated bylaws, the Registrant has entered into Indemnification Agreements (the “Agreements”) with its officers and directors to contractually obligate itself to indemnify and hold harmless such persons to the fullest extent permitted by applicable law. The Agreements provide specifically that any such person (an “Indemnitee”) will be entitled to indemnification if, by reason of such Indemnitee’s status as an officer or director of Registrant, such Idemnitee is made a participant in any threatened,

pending or completed action, suit arbitration, mediation, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding. Accordingly, Indemnitee will be indemnified against any and all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such proceeding. The Agreements further provide that Registrant will pay such expenses or reimburse such expenses in advance of any determination of Indemnitee’s entitlement to indemnification. The Agreements are intended to provide Registrant’s officers and directors indemnification and advancement of expenses in addition to, and not exclusive of, any other rights such officers and directors may have under the DGCL or other applicable law, Registrant’s amended and restated certificate of incorporation or third amended and restated bylaws.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Reference is made to the Exhibit Index which appears on Page 8.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on the 7th day of June, 2013.

	HARTE-HANKS, INC.
	(Registrant)


	By:	/s/ Robert L. R. Munden
		Robert L. R. Munden, Senior Vice President, General Counsel and Secretary

POWER OF ATTORNEY

We, the undersigned officers and directors of Harte-Hanks, Inc. hereby severally constitute and appoint Douglas C. Shepard and Robert L. R. Munden, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith, any other Registration Statement related to the same offering, and any and all amendments (including post-effective amendments) to the Registration Statement, and generally to do all things in our name and behalf in the capacities indicated below to enable Harte-Hanks, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements to the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Name and Title	Date

/s/ Larry D. Franklin	President, Chief Executive Officer (Principal Executive Officer), Chairman of the Board of Directors and Director	June 7, 2013
Larry D. Franklin

/s/ Douglas C. Shepard	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 7, 2013
Douglas C. Shepard

/s/ Judy C. Odom	Director	June 7, 2013
Judy C. Odom

/s/ David L. Copeland	Director	June 7, 2013
David L. Copeland

/s/ William F. Farley	Director	June 7, 2013
William F. Farley

	Director	June 7, 2013
Karen A. Puckett

/s/ Christopher M. Harte	Director	June 7, 2013
Christopher M. Harte

/s/ Stephen E. Carley	Director	June 7, 2013
Stephen E. Carley

	Director	June 7, 2013
Scott C. Key

EXHIBIT INDEX

The following exhibits are filed as a part of this Registration Statement:

Exhibit Number		Description

4.1		Amended and Restated Certificate of Incorporation as amended through May 5, 1998 (filed as Exhibit 3(e) to the Company’s Form 10-Q for the six months ended June 30, 1998 and incorporated by reference herein)

4.2		Third Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Form 8-K dated December 6, 2010 and incorporated by reference herein)

5.1		Opinion of Cox Smith Matthews Incorporated with respect to the legality of the securities being registered

10.1		Form of Restricted Stock Award Agreement (General)

10.2		Form of Restricted Stock Award Agreement (Director)

10.3		Form of Performance Unit Award Agreement

10.4		Form of Non-Qualified Stock Option Agreement

23.1		Consent of Cox Smith Matthews Incorporated (contained in Exhibit 5.1)

23.2		Consent of KPMG LLP

24.1		Power of Attorney included on page 7 hereof

Exhibit 5.1

June 7, 2013

Harte-Hanks, Inc.

9601 McAllister Freeway, Suite 610

San Antonio, Texas 78216

		Re:	Registration Statement on Form S-8 for the Harte-Hanks, Inc. 2013
			Omnibus Incentive Plan

Ladies and Gentlemen:

We have acted as counsel to Harte-Hanks, Inc., a Delaware corporation (the “Company”), in connection with the preparation for filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to an aggregate of 5,000,000 shares (the “Shares”) of the common stock, par value $1.00 per share (“Common Stock”), of the Company. The Shares are issuable pursuant to the Harte-Hanks, Inc. 2013 Omnibus Incentive Plan (the “Plan”).

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, by such parties, and the execution and delivery by such parties of such documents. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

We have examined and are familiar with originals or copies, the authenticity of which have been established to our satisfaction, of all such documents, corporate records, certificates of officers of the Company and public officials, and other instruments as we have deemed necessary to express the opinions hereinafter set forth. In expressing our opinions herein, we express no opinion as to compliance with federal and state securities laws.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares will have been duly authorized and legally issued and will constitute fully paid and nonassessable shares of Common Stock of the Company when issued in accordance with the Plan.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, the general rules and regulations of the Commission promulgated thereunder or any similar provision of any state securities laws or regulations.

	Very truly yours,

	COX SMITH MATTHEWS INCORPORATED


	By:	/s/ Jeffrey C. Gifford
		For the Firm

Exhibit 10.1

HARTE-HANKS, INC.
RESTRICTED STOCK AWARD

Unless otherwise defined in this Restricted Stock Award (this “ Award Document ”), all capitalized terms used in this Award Document will have the same meanings ascribed to them in the Harte-Hanks, Inc. 2013 Omnibus Incentive Plan (as may be amended, the “ Plan ”).

Pursuant to Article VIII of the Plan, you have been granted shares of restricted Common Stock on the following terms and subject to the provisions of the Plan, which are incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:	[name]

Total Number of Shares Granted:	[##,###]

Grant Date:	[ ], 201[ ]

Fair Market Value per Share on Grant Date:	$[ ]

Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, the shares subject to this Award Document vest and become non-forfeitable:

	[(i)	in three equal installments (subject to whole-share rounding), with one such installment vesting on each of the first three anniversaries of the Grant Date, or

	(ii)	to the extent sooner, upon a Change of Control.]

By your signature and the signature of the Company’s representative below, you and the Company agree that these shares of Common Stock are granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A .

PARTICIPANT		HARTE-HANKS, INC.


		By:
[name]

Restricted Stock Award [date]

EXHIBIT A

TERMS AND CONDITIONS OF THE

RESTRICTED STOCK AWARD

Payment for Shares .

No payment is required for the shares of Common Stock that you receive under this Award; provided, that to the extent required by applicable law, the Participant shall pay to the Company an amount equal to the par value of the Common Stock subject to this Award as a condition precedent to the issuance of the Common Stock to the Participant.

Vesting .

The shares of Common Stock that you receive under this Award will vest in accordance with the Vesting Schedule set forth in the Award Document, provided that you (i) are still a director or an employee of the Company at the time such Common Stock vests, or (ii) have retired from service to the Company in accordance with its applicable policies. If your service to the Company terminates prior to the date the Common Stock vests for any reason other than your retirement in accordance with the Company’s applicable policies, all unvested shares of Common Stock shall be forfeited at the time of such termination.

Restricted Shares .

Shares of Common Stock that you receive under this Award (and any other securities issued in respect of such shares of Common Stock as a stock dividend, stock split or the like) will be considered “ Restricted Shares ” until they vest. You may not sell, transfer, pledge or otherwise encumber or dispose of, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale of, any Restricted Shares. Shares of Common Stock that vest in accordance with the Vesting Schedule set forth in the Award Document and this Exhibit A will no longer be considered Restricted Shares.

Stock Certificates .

Your Restricted Shares will be held for you by the Company in book entry form at its transfer agent until they vest, after which you may request transfer or issuance of a certificate.

Withholding Taxes .

No shares of Common Stock will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due (whether as a result of receipt of this Award or the vesting of the shares of Common Stock that you receive under this Award). These arrangements may include withholding of shares of Common Stock that otherwise would be released to you when they vest. The Fair Market Value of the Common Stock withheld (determined as of the date when the taxes otherwise would have been withheld in cash) will be applied as a credit against the taxes. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“ Tax Related Items ”), the ultimate liability for all Tax Related Items is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax Related Items in connection with the granting or vesting of the shares of Common Stock that you receive under this Award or the subsequent sale of any shares of such Common Stock and (b) does not commit to structure the Award to reduce or eliminate your liability for Tax Related Items.

Election Under Section 83(b) .

You may, within 30 days following the execution and delivery of this Award Document, file with the Internal Revenue Service an election under §83(b) of the Internal Revenue Code. In the event you make such an election, you shall provide a copy of the election to the Company. You acknowledge that you are responsible for obtaining the advice of your own tax advisors with regard to the §83(b) election and that you are relying solely on such advisors and not on any statements or representations of the Company or any of its agents with regard to such election.

Clawback .

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank ”), the Common Stock shall not be deemed fully earned or vested, even if distributed to you, if the Common Stock or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback” by the Company pursuant to the provisions of Dodd-Frank and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s securities are listed (the “ Rules ”). In addition, you hereby acknowledge that this Award Document and the Plan may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under Dodd-Frank and the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback the Common Stock.

Protection of Goodwill .

You acknowledge that the Company is providing you with this Award in connection with and consideration for your promises and covenants contained herein. Specifically, in consideration for the Award, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Award (itself and in combination with any other awards made under the Plan) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Award.

No Guarantee of Continued Service .

YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF COMMON STOCK PURSUANT TO THE VESTING SCHEDULE SET FORTH IN THIS AWARD DOCUMENT IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD OR FOR ANY PERIOD AT ALL AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE COMPANY’S RIGHT TO DISMISS YOU FROM EMPLOYMENT, FREE FROM ANY LIABILITY, OR ANY CLAIM UNDER THE PLAN, AT ANY TIME, WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law .

the Plan, except with your consent or as necessary to comply with applicable law or stock exchange rules. This Award Document is governed by the internal substantive laws but not the choice of law rules of Delaware.

Severability .

The invalidity or unenforceability of any provision of the Plan or this Award Document will not affect the validity or enforceability of any other provision of the Plan or this Award Document, and each provision of the Plan and this Award Document will be severable and enforceable to the extent permitted by law.

Discretionary Nature of Plan .

The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of shares of Common Stock in this Award Document does not create any contractual right or other right to receive any shares of Common Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment with the Company.

Counterparts .

This Award Document may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Award Document transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

BY SIGNING THE AWARD DOCUMENT, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THE PLAN AND REPRESENT THAT YOU ARE FAMILIAR WITH THE TERMS AND CONDITIONS OF THE PLAN, AND HEREBY ACCEPT THIS AWARD SUBJECT TO ALL PROVISIONS IN THIS AWARD DOCUMENT AND IN THE PLAN. YOU HEREBY AGREE TO ACCEPT AS FINAL, CONCLUSIVE AND BINDING ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD DOCUMENT.

Exhibit 10.2

HARTE-HANKS, INC.
RESTRICTED STOCK AWARD

Participant:	[name]

Total Number of Shares Granted:	[#####]

Grant Date:	[date]

Fair Market Value per Share on Grant Date:	$[ ]

Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, the shares subject to this Award Document vest and become non-forfeitable:

	[(i)	in three equal installments (subject to whole-share rounding), with one such installment vesting on each of the first three anniversaries of the Grant Date, or]

	[(ii)	to the extent sooner, upon a Change of Control.]

PARTICIPANT		HARTE-HANKS, INC.


		By:
[name]

Restricted Stock Award [date]

EXHIBIT A

TERMS AND CONDITIONS OF THE

RESTRICTED STOCK AWARD

Payment for Shares .

Vesting .

Restricted Shares .

Stock Certificates .

Your Restricted Shares will be held for you by the Company in book entry form at its transfer agent until they vest, after which you may request transfer or issuance of a certificate.

Withholding Taxes .

Election Under Section 83(b) .

[ Clawback .

[ Protection of Goodwill .

No Guarantee of Continued Service .

YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF COMMON STOCK PURSUANT TO THE VESTING SCHEDULE SET FORTH IN THE AWARD DOCUMENT IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR DIRECTOR AT THE WILL OF THE COMPANY, EXCEPT AS OTHERWISE PROVIDED HEREIN. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICE AS AN EMPLOYEE OR DIRECTOR FOR ANY PERIOD AND WILL NOT INTERFERE IN ANY WAY WITH (I) YOUR RIGHTS TO TERMINATE YOUR RELATIONSHIP TO THE COMPANY OR (II) THE COMPANY’S RIGHT TO TERMINATE YOUR RELATIONSHIP WITH THE COMPANY FREE FROM ANY LIABILITY, OR ANY CLAIM UNDER THE PLAN, AT ANY TIME, WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law .

Document may not be modified in a manner that impairs your rights heretofore granted under the Plan, except with your consent or as necessary to comply with applicable law or stock exchange rules. This Award Document is governed by the internal substantive laws but not the choice of law rules of Delaware.

Severability .

Discretionary Nature of Plan .

Counterparts .

Exhibit 10.3

HARTE-HANKS, INC.
PERFORMANCE UNIT AWARD

Unless otherwise defined in this Performance Unit Award (this “ Award Document ”), all capitalized terms used in this Award Document will have the same meanings ascribed to them in the Harte-Hanks, Inc. 2013 Omnibus Incentive Plan (as may be amended, the “ Plan ”).

Pursuant to Article XI of the Plan, you have been granted performance units (“ Units ”) on the following terms and subject to the provisions of the Plan, which are incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:

Number of Units Granted:

Grant Date:	[ ], 201[ ]

Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, the Units subject to this Award Document will vest and become payable:

	(i)	on the third anniversary of the Grant Date, but only to the extent the Performance Criteria set forth below is achieved; or

	(ii)	to the extent sooner, upon a Change of Control.

Performance Criteria:	[ as established by the Committee]

By your signature and the signature of the Company’s representative below, you and the Company agree that these Units are granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A .

PARTICIPANT		HARTE-HANKS, INC.

		By:
[name]

Performance Unit Award , 201

EXHIBIT A

TERMS AND CONDITIONS OF THE

PERFORMANCE UNIT AWARD

Payment .

No payment is required for the Units that you receive under this Award.

Vesting .

This Award will vest in accordance with the Vesting Schedule set forth in the Award Document, provided that you (i) are still a director or an employee of the Company at the time such Common Stock vests, or (ii) have retired from service to the Company in accordance with its applicable policies. If your service to the Company terminates prior to the date the Units vest for any reason other than your retirement in accordance with the Company’s applicable policies, all unvested Units shall be forfeited at the time of such termination.

Settlement .

Upon vesting, in settlement of the vested Units (if any) you will receive (i) one share of Common Stock for each vested Unit, or (ii) if the Committee so elects (in its sole discretion), cash in an amount equal to the Fair Market Value of the Common Stock multiplied by the number of Units vested[; provided, that if you are a 162(m) Participant, then the maximum amount of any Award payable in connection with this Award Document shall not exceed $2,500,000 or 200% of your annual base salary with respect to any fiscal year of the Company].

Withholding Taxes .

No stock certificates or monies will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of your receipt of the settlement of this Award. These arrangements may include withholding of Common Stock that otherwise would be released to you when the Unit vests or surrendering of Common Stock that you already own. The Fair Market Value of the Common Stock that are withheld or that you surrender, determined as of the date when the taxes otherwise would have been withheld in cash, will be applied as a credit against the taxes. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“ Tax Related Items ”), the ultimate liability for all Tax Related Items is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax Related Items in connection with the grant or settlement of this Award or the subsequent sale of any shares acquired on settlement and (b) does not commit to structure the Award to reduce or eliminate your liability for Tax Related Items.

Clawback .

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“ Dodd-Frank ”), the Units shall not be deemed fully earned or vested, even if settled and distributed to you, if the Units or any portion thereof are deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of Dodd-Frank and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s securities are listed (the “ Rules ”). In addition, you hereby acknowledge that this Award Document and the Plan may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under Dodd-Frank and the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback the Units or the Common Stock or cash issued in settlement thereof.

Protection of Goodwill .

to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Award.

No Guarantee of Continued Service .

YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF UNITS PURSUANT TO THE VESTING SCHEDULE SET FORTH IN THE AWARD DOCUMENT IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT AS AN EMPLOYEE FOR THE VESTING PERIOD OR ANY PERIOD AT ALL AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE COMPANY’S RIGHT TO DISMISS YOU FROM EMPLOYMENT, FREE FROM ANY LIABILITY, OR ANY CLAIM UNDER THE PLAN, AT ANY TIME, WITH OR WITHOUT CAUSE.

Further Understandings .

You further acknowledge and agree that you will not have any rights as a stockholder with respect to any shares of Common Stock covered by the Award until you become the holder of record of such shares of Common Stock, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a record date preceding the date you become the holder of record of such shares of Common Stock.

Entire Agreement; Governing Law .

The Plan and this Award Document constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. This Award Document may not be modified in a manner that impairs your rights heretofore granted under the Plan, except with your consent or as necessary to comply with applicable law or stock exchange rules. This Award Document is governed by the internal substantive laws but not the choice of law rules of Delaware.

Severability .

Discretionary Nature of Plan .

The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Units in this Award Document does not create any contractual right or other right to receive any Units or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment with the Company.

Counterparts .

Exhibit 10.4

HARTE-HANKS, INC.
NON-QUALIFIED STOCK OPTION AWARD

Unless otherwise defined in this Non-Qualified Stock Option Award (this “ Award Document ”), all capitalized terms used in this Award Document will have the same meanings ascribed to them in the Harte-Hanks, Inc. 2013 Omnibus Incentive Plan (as may be amended, the “ Plan ”).

Pursuant to Article VI of the Plan, you have been granted a Non-Qualified Option (the “ Option ”) to purchase from the Company all or any part of the number of shares of Common Stock set forth below at the Exercise Price Per Share as set forth below (the “ Exercise Price ”) on the following terms and subject to the provisions of the Plan, which are incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:	[name]

Total Number of Shares Subject to the Option:	[ ]

Grant Date:	[date]

Exercise Price per Share:	$[ ]

Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, the Option vests and becomes non-forfeitable:

	(i)	in four equal installments (subject to whole-share rounding), with one such installment vesting on each of the first four anniversaries of the Grant Date, or

	(ii)	to the extent sooner, upon a Change of Control.

By your signature and the signature of the Company’s representative below, you and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and the terms and conditions set forth in the attached Exhibit A .

PARTICIPANT		HARTE-HANKS, INC.


		By:
[name]

Non-Qualified Stock Option Award [date]

EXHIBIT A

TERMS AND CONDITIONS OF THE

NON-QUALIFIED STOCK OPTION AWARD

Vesting .

The Option that you receive under this Award will vest in accordance with the Vesting Schedule set forth in this Award Document, provided that in no event can the Option be exercised in whole or in part on or after the date on which the Option lapses pursuant to the expiration provisions set forth below. The Option is exercisable to the extent vested, i.e., the right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date (as defined below) or the termination of the Option pursuant to the terms hereof or the Plan.

Exercise .

Except as otherwise provided in this paragraph, the Option may not be exercised unless you, at the time you exercise the Option, are (and have been at all times since the date of grant of the Option) a Participant under the Plan (an “ Eligible Participant ”). You may exercise the Option, in whole or in part, at any time (subject to the limitations set forth herein) by delivering written notice to the Company’s Secretary in the manner described in the Plan along with full payment of the Exercise Price for the shares being purchased. The notice must specify that the Option (or a portion thereof) is being exercised and the number of shares with respect to which the Option is being exercised. The Option may only be exercised as provided in this Award Document and in accordance with such rules and regulations as may, from time to time, be adopted by the Board or the Committee under the Plan. The exercise of the Option shall be deemed effective upon receipt by the Company of the notice and payment described herein. If you exercise the Option in full, it shall be surrendered to the Company for cancellation. If you only partially exercise the Option, it shall, upon request, be delivered to the Company for the purpose of making appropriate notation thereon, or otherwise reflecting, in such manner as the Company shall determine, the result of such partial exercise hereof. As soon as practicable after the effective exercise of the Option, and upon satisfaction of all applicable withholding requirements pursuant to the Plan, you or your nominee, shall be recorded on the Company’s stock transfer books as the owner of the shares purchased. The Company may, but is not required to, deliver to you one or more duly issued and executed stock certificates evidencing such ownership.

Payments .

When the Option is exercised, payment of the total Exercise Price for the shares to be purchased shall be made to the Company (i) in cash (including check, bank draft or money order), (ii) by transfer from you to the Company of shares of Common Stock (other than shares of Common Stock that the Committee determines by rule may not be used to exercise the Option) that you have held for more than six months with a then current aggregate Fair Market Value equal to the total Exercise Price for the portion of the Option being exercised, (iii) by the Company retaining a number of shares of the Common Stock deliverable upon exercise of the Option whose aggregate Fair Market Value is equal to the Exercise Price to be paid in connection with such exercise; or (iv) to the extent permissible under applicable law, by delivery to the Company of: (A) a properly executed exercise notice, (B) irrevocable instructions to a broker to sell a sufficient number of the shares being exercised to cover the Exercise Price and to promptly deliver to the Company (on the same day that the shares of Common Stock issuable upon exercise are delivered) the amount of sale proceeds required to pay the Exercise Price and any required tax withholding relating to the exercise, and (C) such other documentation as the Committee and the broker shall require to effect a same-day exercise and sale.

Expiration .

The Option shall expire on 10th anniversary of the Grant Date (the “ Final Exercise Date ”) unless terminated prior to the Final Exercise Date pursuant to the terms of this Award Document or the Plan. In addition, the Option shall expire:

(a) one year after the date of your death or disability (within the meaning of §22(e)(3) of the Internal Revenue Code); provided, however, that in such event the Option may only be exercised to the extent it is vested at the time of your death or disability;

(b) 90 days after the Termination Date (as defined below) if you are then still living and if such termination is for a reason other than for Cause, as a result of a Material Breach (as defined below) or your retirement from service to the Company in accordance with its applicable policies; provided, however, that in such event the Option may only be exercised to the extent it is vested at the time of the Termination Date; and provided, further, however, that in the event that you die during the 90-day period immediately after the Termination Date (and you have not been terminated for Cause or as a result of a Material Breach), then the Option shall terminate one year after the date of your death; or

For purposes of this Award Document, “ Material Breach ” means the material breach of any contractual, statutory, fiduciary or other legal obligation of you to the Company, as determined in the sole judgment of the Company, and “ Termination Date ” shall mean the date on which you are no longer a Participant under the Plan.

Transfer and Assignment .

The Option and the rights and privileges conferred therewith shall not be sold, transferred, encumbered, hypothecated or otherwise conveyed by you otherwise than by will or by the laws of descent and distribution. The Option is not and will not be liable for or subject to, in whole or in part, the debts, contracts, liabilities, or torts by you nor shall it be subject to garnishment, attachment, execution, levy or other legal or equitable process. The Option shall be exercisable during the lifetime of you only by you. To the extent exercisable after your death, the Option shall be exercised only by the person or persons entitled to receive the Option under your will, duly probated, or if you shall fail to make a testamentary disposition of the Option, by the executor or administrator of the your estate.

Conditions .

If at any time the Board shall determine, based on opinion of counsel to the Company, that listing, registration or qualification of the shares covered by the Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to counsel for the Company.

Notices .

Any notice to be given under the terms of this Award Document or any delivery of the Option to the Company shall be made by personal delivery, through the mail, or by facsimile, electronic mail or other electronic transmission to the Company’s Secretary at the Company’s headquarters address. Any notice to be given to you shall be addressed to you at the your address indicated in the Company’s payroll records, your company email address or at such other address as either party may hereafter designate in writing to the other.

Further Understandings .

The granting of the Option shall impose no obligation upon you to exercise any part of it. You acknowledge and agree that the vesting of shares pursuant to the vesting schedule hereof is earned only by your remaining an Eligible Participant (not through the act of being hired, being granted the Option or acquiring shares hereunder). You acknowledge that the Option (a) is not granted by the Company as a matter of right, but is granted (and the amount of the Award is granted) at the sole discretion of the Board or Committee, (b) is not part of your contractual compensation and (c) does not create any enforceable right to further options in future years or in similar amounts. This discretion of the Board and Committee relates to the award of options and the amount of any Award. You waive any and all acquired rights claims in connection with past or future employment or service as a consultant or director with the Company or any Affiliated Corporation. You further acknowledge and agree that you will not have any rights as a stockholder with respect to any shares of Common Stock covered by the Option until you or your nominee becomes the holder of record of such Common Stock, and no adjustments shall

be made for dividends or other distributions or other rights as to which there is a record date preceding the date you or your nominee becomes the holder of record of such Common Stock.

Non-Qualified Option .

The Option is not intended to be an incentive stock option as defined in §422 of the Internal Revenue Code.

Option Subject to Plan .

You accept the Option subject to all the provisions of the Plan including the provisions that authorize the Committee to administer and interpret the Plan and that provide the Committee’s and the Board’s decisions, determinations and interpretations with respect to the Plan and options granted thereunder are final and conclusive on all persons affected thereby. The terms and conditions included in the Plan are incorporated by reference herein, and to the extent that any conflict may exist between any term or provision of this Award Document and any term or provision of the Plan, the term or provision of the Plan shall control.

Withholding Taxes .

Any provision of this Award Document to the contrary notwithstanding, the Company may take such steps as it may deem necessary or desirable for the withholding of any taxes which it is required by law or regulation of any governmental authority, federal, state or local, domestic or foreign, to withhold in connection with any of the shares subject hereto. Subject to limitations established by the Committee and/or the Board from time to time, any withholding taxes may be paid by delivery to the Company of previously owned shares of Common Stock or by reducing the number of shares issuable upon exercise of the Option. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax or other tax-related withholding (“ Tax Related Items ”), the ultimate liability for all Tax Related Items is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax Related Items in connection with the grant, vesting or exercise of the Option or the subsequent sale of any shares acquired on exercise and (b) does not commit to structure the Option to reduce or eliminate your liability for Tax Related Items.

Clawback .

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “ Act ”), the Option shall not be deemed fully earned or vested, even if exercised, if the Option or any portion thereof is deemed “incentive compensation” and subject to recovery, or “clawback” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s securities are listed (the “ Rules ”). In addition, you hereby acknowledge that this Award Document may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback the Option or the shares of Common Stock issued pursuant hereto.

Protection of Goodwill .

You acknowledge that the Company is providing you with the Option in connection with and consideration for your promises and covenants contained herein. Specifically, in consideration for the Option, which you acknowledge provides a material incentive for you to grow, develop and protect the goodwill and confidential and proprietary information of the Company, you agree that the Option (itself and in combination with any other awards made under the Plan) constitutes independent and sufficient consideration for all non-competition, non-solicitation and confidentiality covenants between you and the Company, and agree and acknowledge that you will fully abide by each of such covenants. You further acknowledge that your promise to fully abide by each of the protective covenants referenced above is a material inducement for the Company to provide you with the Option.

No Guarantee of Continued Service .

YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF THE OPTION PURSUANT TO THE VESTING SCHEDULE SET FORTH IN THIS AWARD DOCUMENT IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR DIRECTOR AT THE WILL OF THE COMPANY, EXCEPT AS OTHERWISE PROVIDED HEREIN. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICE AS AN EMPLOYEE OR DIRECTOR FOR

ANY PERIOD AND WILL NOT INTERFERE IN ANY WAY WITH (I) YOUR RIGHTS TO TERMINATE YOUR RELATIONSHIP TO THE COMPANY OR (II) THE COMPANY’S RIGHT TO TERMINATE YOUR RELATIONSHIP WITH THE COMPANY FREE FROM ANY LIABILITY, OR ANY CLAIM UNDER THE PLAN, AT ANY TIME, WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law .

Successors & Assigns .

Subject to the limitations of the transferability of the Option, this Award Document shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto.

Severability .

Discretionary Nature of Plan .

The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment with the Company.

Counterparts .

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Harte-Hanks, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333 63105, No. 33-54303, No. 333-03045, No. 333-30995, No. 333-41370, No. 333-159151, No. 333-90022, and No. 333-127993) on Form S-8 of Harte-Hanks, Inc. of our report dated March 13, 2013, with respect to the consolidated balance sheets of Harte-Hanks, Inc. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2012, and the effectiveness of internal control over financial reporting as of December 31, 2012, which report appears in the December 31, 2012 annual report on Form 10 K of Harte-Hanks, Inc.

/s/ KPMG LLP

San Antonio, Texas

June 7, 2013