Exhibit 10.1

HARTE-HANKS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) is made and entered into as of the          day of              , 20          , by and between Harte-Hanks, Inc., a Delaware corporation (the “ Company ”), and              (“ Indemnitee ”).

RECITALS

A. Highly competent and experienced persons are reluctant to serve corporations as directors, executive officers or in other capacities unless they are provided with adequate protection through insurance and indemnification against claims and actions against them, arising out of their service to and activities on behalf of the Company. The Board of Directors of the Company (the “ Board ”) has determined that in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined in Article I ) from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums, and with more exclusions. At the same time, directors, officers and other persons serving corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Company’s Amended and Restated Certificate of Incorporation (as now in effect and as may hereafter be amended or restated, the “ Charter ”) and its Third Amended and Restated Bylaws (as now in effect and as may hereafter be amended or restated, the “ Bylaws ”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the DGCL (as defined in Article I ). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that the Company and members of the board of directors and officers of the Company may enter into contracts to protect such persons against claims and expenses arising from their services on behalf of the Company.

B. The uncertainties relating to such insurance and to such indemnification have increased the difficulty of attracting and retaining such persons. The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

C. The Board has also determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify and hold harmless, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be adequately protected.

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D. This Agreement is a supplement to and in furtherance of the Charter and the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

E. Indemnitee does not regard the protection available under the Charter, the Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve, continue to serve and take on additional service for or on behalf of the Company without adequate protection, and the Company desires Indemnitee to serve, continue to serve and take on additional service for or on behalf of the Company. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and have the other rights as set forth in this Agreement.

In consideration of the foregoing and the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

Certain Definitions

As used herein, the following words and terms shall have the following respective meanings (whether singular or plural):

1. The terms “ Beneficial Owner ” and “ Beneficial Ownership ” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as now in effect or as may from time to time be amended.

2. “ Change in Control ” means the occurrence of any of the following events:

(i) the Company is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 60% of the combined voting power of the then outstanding Voting Securities of the remaining corporation or legal person or its ultimate parent immediately after such transaction is received in respect of or in exchange for Voting Securities of the Company pursuant to such transaction;

(ii) the Company sells all or substantially all of its assets to any other corporation or other legal person and as a result of such sale less than 60% of the combined voting power of the then outstanding Voting Securities of such corporation or legal person or its ultimate parent immediately after such transaction is received in respect of or in exchange for Voting Securities of the Company pursuant to such sale;

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(iii) any Person becomes the Beneficial Owner of securities which, when added to any securities already owned by such Person, would represent in the aggregate 30% or more of the combined voting power of the then outstanding Voting Securities of the Company;

(iv) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board;

(v) the occurrence of any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; or

(vi) such other events that cause a Change in Control of the Company as determined by the Board in its sole discretion.

3. “ Claim ” means an actual or threatened claim or request for relief which was, is or may be made by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to, Indemnitee’s Corporate Status.

4. “ Common Stock ” means the Company’s common stock, par value $1.00 per share, and such other securities as may be substituted (or resubstituted) for such Common Stock.

5. References to the “ Company ,” in connection with any merger or consolidation, shall include not only the resulting or surviving company, but also any constituent entity or constituent of a constituent entity, which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents. The intent of this provision is that a person who is or was a director of such constituent entity after the date hereof, or is or was serving at the request of such constituent entity as a director, officer, employee, trustee or agent of another entity, partnership, joint venture, trust, employee benefit plan or other Enterprise after the date hereof, shall stand in the same position under this Agreement with respect to the resulting or surviving entity, as the person would have under this Agreement with respect to such constituent entity if its separate existence had continued.

6. “ Corporate Status ” means the status of a person who is, becomes or was a director, officer, employee, agent, fiduciary or similar functionary of the Company or is, becomes or was serving at the request of the Company as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another Enterprise. For purposes of this Agreement, the Company agrees that Indemnitee’s service on behalf of or with respect to any Subsidiary of the Company shall be deemed to be at the request of the Company.

7. “ DGCL ” means the Delaware General Corporation Law and any successor statute thereto, as either of them may from time to time be amended.

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8. “ Disinterested Director ” with respect to any request by Indemnitee for indemnification hereunder, means a director of the Company who at the time of the vote is not a named defendant or respondent in the Proceeding in respect of which indemnification is sought by Indemnitee.

9. “ Enterprise ” shall mean the Company and any other corporation, constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly-owned Subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or organization of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, member, employee, agent, fiduciary or similar functionary.

10. “ Exchange Act ” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as any of them may from time to time be amended.

11. “ Expenses ” means all attorneys’ fees and disbursements, retainers, accountant’s fees and disbursements, private investigator fees and disbursements, court costs, transcript costs, fees and expenses of experts, witness fees and expenses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending (including affirmative defenses and counterclaims), preparing to prosecute or defend, investigating, being or preparing to be a witness in, responding (or objecting) to a request to provide discovery in or participating in or preparing to participate in (including on appeal) a Proceeding, and all interest or finance charges attributable to any thereof.

12. “ Incumbent Board ” means (a) the individuals who, as of the date of this Agreement, constitute the Board and (b) any other individual who becomes a director of the Company after that date whose election or appointment by the Board, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then constituting the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors, or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.

13. “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither contemporaneously is, nor in the three years theretofore has been, retained to represent: (a) the Company or Indemnitee in any matter material to either such party (other than as Independent Counsel under this Agreement or similar agreements) or (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder (other than, in each such case, with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements). Notwithstanding the foregoing, the term “ Independent Counsel ” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

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14. “ Independent Directors ” means the directors on the Board that are independent directors as defined in Section 303A of the New York Stock Exchange Listed Company Manual or successor provision, or, if the Common Stock is not then quoted on the NYSE, that qualify as independent, disinterested, or a similar term as defined in the rules of the principal securities exchange or inter-dealer quotation system on which the Company’s common stock is then listed or quoted.

15. “ NYSE ” means The New York Stock Exchange.

16. “ Person ” means any individual, entity or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act).

17. “ Potential Change in Control ” shall be deemed to have occurred if (i) any Person shall have announced publicly an intention to take actions to effect a Change in Control, or commenced any action (such as the commencement of a tender offer for the Company’s Common Stock or the solicitation of proxies for the election of any of the Company’s directors) that, if successful, could reasonably be expected to result in the occurrence of a Change in Control; (ii) the Company enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control; or (iii) any other event occurs that the Board declares to be a Potential Change of Control.

18. “ Proceeding ” means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative, legislative or investigative (formal of informal) nature, including any appeal therefrom in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while having such Corporate Status, in each case whether or not having such Corporate Status at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. If Indemnitee believes in good faith that a given situation or circumstance may lead to or culminate in the institution of a Proceeding, that situation or circumstance also be considered a “ Proceeding .”

19. “ Subsidiary ” means, with respect to any Person, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

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20. “ Voting Securities ” means any securities that vote generally in the election of directors, in the admission of general partners, or in the selection of any other similar governing body or an entity.

ARTICLE II

Services by Indemnitee

Indemnitee will serve or continue to serve as an officer or director of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his resignation, is not reelected (or does not stand for reelection) or is terminated by the Company. Indemnitee may from time to time also agree to serve, as the Company may request from time to time, in another capacity for the Company (including another officer or director position) or as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another Enterprise. Indemnitee and the Company each acknowledge that they have entered into this Agreement as a means of inducing Indemnitee to serve, or continue to serve, the Company in such capacities. Indemnitee may at any time and for any reason resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation of law). Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employment of the Company or any of its Subsidiaries or affiliated entities.

ARTICLE III

Indemnification and Advancement

Section 3.1 General . Subject to the provisions set forth in Article IV , the Company shall indemnify, and shall advance Expenses to, Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof, and to such greater extent as applicable law may hereafter from time to time permit. The other provisions set forth in this Agreement are provided in addition to and as a means of furtherance and implementation of, and not in limitation of, the obligations expressed in this Article III . No requirement, condition to or limitation of any right to indemnification or to advancement of Expenses pursuant to this Article III shall in any way limit the rights of Indemnitee under Article VI .

Section 3.2 Additional Indemnity of the Company . Indemnitee shall be entitled to indemnification pursuant to this Section 3.2 if, by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence related to, Indemnitee’s Corporate Status, Indemnitee is, was or becomes, or is threatened to be made, a party to, or witness or other participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor). Pursuant to this Section 3.2 , Indemnitee shall be indemnified against any and all Expenses, judgments, penalties (including excise and similar taxes), fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s

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behalf in connection with such Proceeding or any Claim, issue or matter therein. Notwithstanding the foregoing, the obligations of the Company under this Section 3.2 shall be subject to the condition that no determination (which, in any case in which Independent Counsel is involved, shall be in a form of a written opinion) shall have been made pursuant to Article IV that Indemnitee would not be permitted to be indemnified under applicable law. Nothing in this Section 3.2 shall limit the benefits of Section 3.1 , Section 3.3 , or any other Section in this Article III .

Section 3.3 Advancement of Expenses . The Company shall pay all Expenses reasonably incurred by, or (in the case of retainers) to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Claim or Proceeding, whether brought by or in the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination, and until it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses) within 10 days after the receipt by the Company of (a) a written request from Indemnitee requesting such payment or payments from time to time, whether prior to or after final disposition of such Proceeding, and (b) a written affirmation from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the Company is referred to in this Agreement as an “ Expense Advance .” In connection with any request for an Expense Advance, if requested by the Company, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the Expenses incurred were, or (in the case of retainers) to be incurred are, reasonably incurred. Any dispute as to the reasonableness of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Company agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee or the Proceeding as to which an Expense Advance is requested. Indemnitee hereby undertakes and agrees that Indemnitee will reimburse and repay the Company (without interest) for any Expense Advances to the extent that it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal, or in a final adjudication of an arbitration pursuant to Section 5.1 , if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. The Company hereby accepts or shall accept the undertaking and agreement described in the preceding sentence without reference to Indemnittee’s financial ability to repay an Expense Advance, and Indemnitee shall not be required to provide collateral or otherwise secure the undertaking and agreement described in the prior sentence. The Company will be entitled to participate in the Claim or Proceeding at its own expense.

Section 3.4 Indemnification for Additional Expenses . It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in the definition of “Expenses” in Article I )

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associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within two business days of that request) advance those Expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted against, or action brought by, Indemnitee for (i) indemnification or an Expense Advance by the Company under this Agreement or any other agreement or provision of the Charter or the Bylaws now or hereafter in effect relating to any Claim or Proceeding, (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement, in each of the foregoing situations, regardless of whether Indemnitee ultimately is determined to be entitled to that indemnification, Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided, however, with respect to the foregoing clauses (i), (ii) and (iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification and advancement shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying claims, the execution and delivery to the Company of this Agreement shall constitute an undertaking providing that the Indemnitee undertakes to repay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful on such underlying claims.

Section 3.5 Partial Indemnity . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties, and amounts paid in settlement of a Claim or Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims or Proceedings, or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

ARTICLE IV

Procedure for Determination of Entitlement to Indemnification

Section 4.1 Notification and Request by Indemnitee . Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or Claim that may be subject to indemnification or hold harmless rights or Expense Advances hereunder. The written notification shall include, to the extent known to Indemnitee, a brief description of the nature of the Proceeding or Claim and the facts underlying the Proceeding or Claim. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation

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which it may have to the Indemnitee under this Agreement, or otherwise, except to the extent that the Company shall have been materially prejudiced as a direct result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for the Company to indemnify and hold harmless Indemnitee, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding, in accordance with this Agreement. Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his sole discretion. The Secretary or an Assistant Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Following such a written request for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 4.2 .

Section 4.2 Determination of Request . Upon written request by Indemnitee for indemnification pursuant to Section 4.1 hereof, a determination, if required by applicable law, with respect to whether Indemnitee is permitted under applicable law to be indemnified, shall be made in accordance with the terms of Section 4.4 , in the specific case as follows:

(a) If a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel (selected in accordance with Section 4.3 ) in a written opinion to the Board, a copy of which opinion shall be delivered to Indemnitee, unless Indemnitee shall request that such determination be made by the Board, or a committee of the Board, in which case by the person or persons or in the manner provided for in clause (i) or (ii) of Section 4.2(b) ; or

(b) If a Potential Change in Control or a Change in Control shall not have occurred, (i) by the Board by a majority vote of the Disinterested Directors even though less than a quorum of the Board, or (ii) by a majority vote of a committee consisting solely of two or more Disinterested Directors designated to act in the matter by a majority vote of all Disinterested Directors, even though less than a quorum of the Board, or (iii) if there are no Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, with Independent Counsel being selected by a vote of the Disinterested Directors as set forth in clause (i) or clause (ii) of this Section 4.2(b) , or if such vote is not obtainable or such a committee of Disinterested Directors cannot be established, by a majority vote of the Board, or (iv) if Indemnitee and the Company agree, by the stockholders of the Company in a vote that excludes the shares held by directors who are not Disinterested Directors.

If it is so determined that Indemnitee is permitted to be indemnified under applicable law, payment to Indemnitee shall be made within 10 days after such determination. Nothing contained in this Agreement shall require that any determination be made under this Section 4.2 prior to the disposition or conclusion of a Claim or Proceeding against Indemnitee; provided, however, that Expense Advances shall continue to be made by the Company pursuant to, and

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to the extent required by, the provisions of Article III . Indemnitee shall cooperate with the person or persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and is reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person or persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company shall indemnify and hold harmless Indemnitee therefrom.

Section 4.3 Independent Counsel . If a Potential Change in Control or a Change in Control shall not have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if there are no Disinterested Directors, by a majority vote of the Board, and the Company shall give written notice to Indemnitee, within 10 days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected. If a Potential Change in Control or a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company, within 10 days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent Counsel so selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee of the Board, in which event the Company shall give written notice to Indemnitee within 10 days after receipt of Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements of the definition of “ Independent Counsel ” in Article I and that it agrees to serve in such capacity and (ii) Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Any objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of the definition of “ Independent Counsel ” in Article I , and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is timely made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court of competent jurisdiction (the “ Court ”) has determined that such objection is without merit. In the event of a timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have seven days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other party, after which time such other party shall have five days to make a written objection to such alternate selection. If, within 30 days after submission of Indemnitee’s request for indemnification pursuant to Section 4.1 , no Independent Counsel shall have been selected and not objected to,

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either the Company or Indemnitee may petition the Court for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 4.2 . The Company shall pay any and all fees and expenses reasonably incurred by such Independent Counsel in connection with acting pursuant to Section 4.2 , and the Company shall pay all fees and expenses reasonably incurred incident to the procedures of this Section 4.3 , regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1 , Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 4.4 Presumptions and Effect of Certain Proceedings .

(a) Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification under Section 4.1 , and the Company shall have the burden of proof to overcome that presumption in reaching a determination contrary to that presumption. Such presumption shall be used by Independent Counsel (or other person or persons determining entitlement to indemnification) as a basis for a determination of entitlement to indemnification unless the Company provides information sufficient to overcome such presumption by clear and convincing evidence or unless the investigation, review and analysis by Independent Counsel (or such other person or persons) convinces Independent Counsel by clear and convincing evidence that the presumption should not apply. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person or persons empowered or selected pursuant to Article IV to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request by Indemnitee therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made, and Indemnitee, to the fullest extent not prohibited by applicable law, shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 60 day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making the determination with respect to entitlement to

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indemnification in good faith require such additional time to obtain or evaluate documentation or information relating to such determination; and provided, further, that the 60 day limitation set forth in this Section 4.4(b) shall not apply, and such period shall be extended as necessary, (A) if within 30 days after receipt by the Company of the request for indemnification under Section 4.1 , Indemnitee and the Company have agreed and the Board has resolved to submit such determination to the stockholders of the Company, pursuant to Section 4.2(b) , for their consideration at an annual meeting of stockholders to be held within 90 days after such agreement and such determination is made thereat, or a special meeting of stockholders is called within 30 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (B) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2(a) , in which case the applicable period shall be as set forth in Section 5.1(c) .

(c) The termination of any Proceeding, Claim, issue or matter, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) by itself adversely affect the rights of Indemnitee to indemnification or create a presumption that (i) Indemnitee failed to meet any particular standard of conduct, (ii) Indemnitee had any particular belief, or (iii) a court has determined that indemnification is not permitted by applicable law. Indemnitee shall be deemed to have been found liable in respect of any Claim, issue or matter only after Indemnitee shall have been so adjudged by the Court after exhaustion of all appeals therefrom.

ARTICLE V

Certain Remedies of Indemnitee

Section 5.1 Indemnitee Entitled to Adjudication in an Appropriate Court . If (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder (including any Expense Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2 and such determination shall not have been made and delivered in a written opinion within 90 days after the latest of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, then (in any such case) Indemnitee shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification or advancements due hereunder, including Expense Advances. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association. Indemnitee shall commence such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such action pursuant to this Section 5.1 , or such right shall

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expire. The Company agrees not to oppose Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant to Section 3.3 until it shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1 , Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 3.3 , until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

Section 5.2 Adverse Determination Not to Affect any Judicial Proceeding . If a determination shall have been made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement, any judicial proceeding or arbitration commenced pursuant to this Agreement shall be conducted in all respects as a de novo trial or arbitration on the merits, and Indemnitee shall not be prejudiced by reason of such initial adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Agreement, Indemnitee shall be presumed to be entitled to indemnification or advancement of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proof to overcome such presumption and to show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

Section 5.3 Company Bound by Determination Favorable to Indemnitee in any Judicial Proceeding or Arbitration . If a determination shall have been made or deemed to have been made pursuant to Article IV that Indemnitee is entitled to indemnification, the Company (a) shall be irrevocably bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Article V and (b) shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable; provided, however, that the foregoing clauses (a) and (b) shall not be applicable in the event of (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.

Section 5.4 Company Bound by Agreement . The Company, to the fullest extent not prohibited by applicable law, shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Article V that the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

Section 5.5 Disposition of Proceeding . Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

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ARTICLE VI

Contribution

Section 6.1 Contribution Payment . To the extent that the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) Indemnitee’s Corporate Status, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of such Proceeding and to any and all amounts paid in settlement of that Proceeding (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) for which such indemnification is not permitted (“ Contribution Amounts ”), in such proportion as is appropriate to reflect the relative fault (determined in accordance with Section 6.2 ) with respect to the subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault with respect to such matter (collectively, including the Company, the “ Third Parties ”), on the other hand.

Section 6.2 Relative Fault . The relative fault of the Third Parties and Indemnitee shall be determined (i) by reference to the relative fault of Indemnitee as determined by the court or other governmental agency assessing the Contribution Amounts or (ii) to the extent such court or other governmental agency does not apportion relative fault, by the Independent Counsel (or such other party which makes a determination pursuant to Article IV ) after giving effect to, among other things, the relative intent, knowledge, access to information, and opportunity to prevent or correct the subject matter of the Proceedings and other relevant equitable considerations of each party. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 6.2 were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to in this Section 6.2 .

ARTICLE VII

Miscellaneous

Section 7.1 Non-Exclusivity . The rights of Indemnitee to receive indemnification and advancement of Expenses under this Agreement shall be in addition to, and shall not be deemed exclusive of, any other rights Indemnitee shall under the DGCL or other applicable law, the Charter or the Bylaws, any other agreement, vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of the Charter or the Bylaws or any provision thereof shall adversely affect Indemnitee’s rights hereunder, and such rights shall be in addition to any rights Indemnitee may have under the Charter or the Bylaws and the DGCL or other applicable law. To the extent that there is a change in the DGCL or other applicable law

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(whether by statute or judicial decision) that allows greater indemnification by agreement than would be afforded currently under the Charter or the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by virtue of this Agreement the greater benefit so afforded by such change. Any amendment, alteration or repeal of the DGCL that adversely affects any right of Indemnitee shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place before such amendment or repeal.

Section 7.2 Insurance and Subrogation .

(a) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents, fiduciaries or similar functionaries of the Company or for individuals serving at the request of the Company as directors, officers, partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent, fiduciary or similar functionary under such policy or policies.

(b) In the event of any payment by the Company under this Agreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under the Charter or the Bylaws or any insurance policy, contract, agreement or otherwise.

(d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least two-thirds of the Independent Directors of the Company.

(e) If Indemnitee is a director of the Company during the term of this Agreement and Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee

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ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that:

(i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and

(ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period.

(f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee that meets the foregoing standards in clause (e) and lasts for a six-year period upon Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances.

Section 7.3 Self Insurance of the Company; Other Arrangements . The parties hereto recognize that the Company may, but except as provided in Sections 7.2(d) , 7.2(e) and 7.2(f) is not required to, procure or maintain insurance or other similar arrangements, at its expense, to protect itself and any person, including Indemnitee, who is or was a director, officer, employee, agent, fiduciary or similar functionary of the Company or who is or was serving at the request of the Company as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise against any expense, liability or loss asserted against or incurred by such person, in such a capacity or arising out of such person’s Corporate Status, whether or not the Company would have the power to indemnify such person against such expense or liability or loss.

Except as provided in Sections 7.2(d) , 7.2(e) and 7.2(f) in considering the cost and availability of such insurance, the Company (through the exercise of the business judgment of its directors and officers) may, from time to time, purchase insurance which provides for certain

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(i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may not be as comprehensive as that previously included in insurance purchased by the Company or its predecessors. The purchase of insurance with deductibles, limits on payments and coverage exclusions, even if in the best interest of the Company, may not be in the best interest of Indemnitee. As to the Company, purchasing insurance with deductibles, limits on payments and coverage exclusions is similar to the Company’s practice of self-insurance in other areas. In order to protect Indemnitee who would otherwise be more fully or entirely covered under such policies, the Company shall, to the maximum extent permitted by applicable law, indemnify and hold Indemnitee harmless to the extent (i) of such deductibles, (ii) of amounts exceeding payments required to be made by an insurer, or (iii) of amounts that prior policies of directors’ and officers’ liability insurance held by the Company or its predecessors have provided for payment to Indemnitee, if by reason of Indemnitee’s Corporate Status Indemnitee is or is threatened to be made a party to any Proceeding. The obligation of the Company in the preceding sentence shall be without regard to whether the Company would otherwise be required to indemnify such officer or director under the other provisions of this Agreement, or under any law, agreement, vote of stockholders or directors or other arrangement. Without limiting the generality of any provision of this Agreement, the procedures in Article IV hereof shall, to the extent applicable, be used for determining entitlement to indemnification under this Section 7.3 .

Section 7.4 Certain Settlement Provisions . The Company shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid in settlement of a Proceeding or Claim without the Company’s prior written consent. The Company shall not settle any Proceeding or Claim in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.

Section 7.5 Duration of Agreement . This Agreement shall continue for so long as Indemnitee serves as a director, officer, employee, agent, fiduciary or similar functionary of the Company or, at the request of the Company, as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other Enterprise, and thereafter shall survive until and terminate upon the later to occur of: (a) the expiration of 10 years after the latest date that Indemnitee shall have ceased to serve in any such capacity; (b) one year after the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Article IV relating thereto; or (c) the expiration of all statutes of limitation applicable to possible Claims arising out of Indemnitee’s Corporate Status.

Section 7.6 Amendment . This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto.

Section 7.7 Waivers . The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party

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entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 7.8 Entire Agreement . This Agreement and the documents expressly referred to herein (including the Charter and the Bylaws) constitute the entire agreement between the parties hereto with respect to the matters covered hereby.

Section 7.9 Severability . If any provision of this Agreement (including any provision within a single section, paragraph or sentence) or the application of such provision to any Person or circumstance, shall be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement or affect the application of such provision to other Persons or circumstances, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent, or if such modification is not possible, by substituting therefor another provision that is valid, legal and unenforceable and that achieves the same objective. Any such finding of invalidity or unenforceability shall not prevent the enforcement of such provision in any other jurisdiction to the maximum extent permitted by applicable law.

Section 7.10 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given upon (a) transmitter’s confirmation of a receipt of a facsimile transmission if during normal business hours of the recipient, otherwise on the next business day, (b) confirmed delivery of a standard overnight courier, (c) delivery by hand or (d) the expiration of five business days after the date mailed by certified or registered mail (return receipt requested), postage prepaid, to (i) the Company, addressed to the Secretary of the Company at the Company’s headquarters, or (ii) to the Indemnitee, at the address of the Indemnitee in the Company’s payroll or other official records, or to such other address, or to such other individuals as either party shall have last designated by notice to the other party. All notices and other communications given to either party in accordance with the provisions of this Agreement shall be deemed to have been given when delivered or sent to the intended recipient thereof in accordance with and as provided in the provisions of this Section 7.10 .

Section 7.11 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee under Section 5.1 , the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “ Delaware Court ”) and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or

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proceeding arising out of or in connection with this Agreement; (c) appoint irrevocably, to the extent such party is not subject to service of process in the State of Delaware, the Company, c/o CT Corporation (or the Company’s then-current registered agent in Delaware), as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

Section 7.12 Certain Construction Rules .

(a) The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, unless otherwise provided to the contrary, (1) all references to days shall be deemed references to calendar days, and (2) any reference to a “Section” or “Article” shall be deemed to refer to a section or article of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to being a “witness” shall include providing deposition testimony (whether oral or written); references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent, fiduciary or similar functionary of the Company which imposes duties on, or involves services by, such director, nominee, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Company” for purposes of this Agreement and the DGCL.

Section 7.13 Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.

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Section 7.14 Certain Exclusions from Indemnification . The Company shall not be obligated pursuant to the terms of this Agreement:

(a) To indemnify Indemnitee if (and to the extent that) a final decision by a court or arbitration body having jurisdiction in the matter shall determine that such indemnification is prohibited by applicable law;

(b) To indemnify Indemnitee for the payment to the Company of profits pursuant to Section 16(b) of the Exchange Act, or Expenses incurred by Indemnitee for Proceedings in connection with such payment under Section 16(b) of the Exchange Act; provided that the Company shall advance Expenses in connection with Indemnitee’s defense of a claim under Section 16(b), which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such Expenses;

(c) To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation, or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

(d) To indemnify Indemnitee, except as otherwise provided in Section 3.4 and 3.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the amount to be indemnified arises in connection with any counterclaim that the Company or its directors, officers, employees or other indemnitees assert against Indemnitee or any affirmative defense that the Company or its directors, officers, employees or other indemnitees raise, which, by any doctrine of issue or claim preclusion, could result in liability to Indemnitee, or (iii) the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law;

(e) To make any payment to Indemnitee of amounts otherwise indemnifiable hereunder, if and to the extent that Indemnitee has otherwise actually received such payment under the Charter or the Bylaws, or any insurance policy, contract, agreement or otherwise; or

(f) To indemnify Indemnitee for any Expenses, judgments, fines, penalties, amounts paid in settlement of a Claim or Proceeding or other liabilities incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous.

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Section 7.15 Indemnification for Negligence, Gross Negligence, etc. WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION HEREUNDER, IT IS THE EXPRESS INTENT OF THIS AGREEMENT THAT INDEMNITEE BE INDEMNIFIED AND EXPENSES BE ADVANCED REGARDLESS OF INDEMNITEE’S ACTS OF NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL OR WILLFUL MISCONDUCT TO THE EXTENT THAT INDEMNIFICATION AND ADVANCEMENT OF EXPENSES IS ALLOWED PURSUANT TO THE TERMS OF THIS AGREEMENT AND UNDER APPLICABLE LAW.

Section 7.16 Mutual Acknowledgments . Both the Company and Indemnitee acknowledge that, in certain instances, applicable law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Company from indemnifying the directors, officers, employees, agents, fiduciaries or similar functionaries of the Company under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the position that indemnification of directors, officers and controlling Persons of the Company for liabilities arising under federal securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee. In addition, the Company and Indemnitee acknowledge that federal law prohibits indemnification for certain violations of the Employee Retirement Income Security Act of 1974, as amended.

Section 7.17 Enforcement . The Company agrees that its execution of this Agreement shall constitute a stipulation, by which it shall be irrevocably bound in any court or arbitration in which a proceeding by Indemnitee for enforcement of Indemnitee’s rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special and that failure of the Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement. The Company agrees not to seek, and agrees to waive any requirement for the securing or posting of, a bond in connection with Indemnitee’s seeking or obtaining such relief.

Section 7.18 Successors and Assigns .

(a) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators, legal representatives.

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(b) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 7.19 Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee or Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of one year from the date of accrual of that cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within that one-year period; provided, however, that for any claim based on Indemnitee’s breach of fiduciary duties to the Company or its stockholders, the period set forth in the preceding sentence shall be three years instead of one year; and provided, further, that, if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

Section 7.20 Effect on Other Agreements and Rights . THIS AGREEMENT REPLACES AND SUPERSEDES IN ITS ENTIRETY ANY INDEMNIFICATION OR CONTRIBUTION AGREEMENT (WHETHER WRITTEN OR ORAL) ENTERED INTO BETWEEN THE COMPANY AND INDEMNITEE PRIOR TO THE DATE HEREOF (A “PRIOR AGREEMENT”), WHICH PRIOR AGREEMENT SHALL TERMINATE UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY AND INDEMNITEE WITHOUT ANY FURTHER LIABILITY OF ANY PARTY THEREUNDER; PROVIDED THAT THIS AGREEMENT SHALL NOT AFFECT ANY RIGHTS THAT INDEMNITEE MAY HAVE OR BE DEEMED TO HAVE UNDER THE CHARTER OR THE BYLAWS.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

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Exhibit 10.2

TRANSITION AGREEMENT

This Transition Agreement (this “ Agreement ”) is made and entered into as of July 30, 2012, by and between Gary J. Skidmore (the “ Executive ”) and Harte-Hanks, Inc., a Delaware corporation (the “ Company ”). The Executive and the Company desire to provide for an orderly transition to the Executive’s successors, and therefore, for good and valuable consideration, the parties hereto agree as follows:

1. Employment Transition . Except as hereinafter otherwise provided, the Executive will remain employed as Executive Vice President and President, Direct Marketing through July 31, 2012 (the “ Transition Date ”), on which date the Executive’s employment with the Company shall terminate. The parties agree that the Executive’s “Separation from Service” as defined in section 409A (“ Section 409A ”) of the Internal Revenue Code (the “ Code ”) shall occur on the Transition Date. The Executive hereby resigns from his positions as officer, director, manager and/or member of all Company subsidiaries and affiliates, and all fiduciary positions that he may hold with respect to any Company, subsidiary, or affiliate employee benefit plans, effective on the Transition Date.

2. Transition Compensation .

(a) Transition Payments . Provided that the Executive has executed and delivered the Additional Release (as defined in Section 7) the Company shall pay the Executive (i) $486,000 in 26 substantially equal fortnightly payments beginning on or about the Transition Date and (ii) $35,000 on the regularly scheduled payroll date next following each of September 1, 2012, December 1, 2012, March 1, 2013 and June 1, 2013 (together, the “ Transition Payments ”). The Transition Payments are subject to applicable statutory and legal withholding requirements. The Executive shall not be eligible for a bonus or any other incentive compensation for the Executive’s services to the Company in 2012 or thereafter.

(b) Equity Awards . This Agreement does not supersede or modify the terms of outstanding long-term incentive plan awards issued to the Executive prior to the termination of his employment, 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. For the avoidance of doubt, the shares of restricted stock issued to the Executive as “Bonus Restricted Stock” shall vest in full on the Transition Date, but all other unvested equity grants held by the Executive shall terminate on the Transition Date.

(c) COBRA . From the Transition Date through the earliest to occur of (i) the eligibility of Executive to participate in an another employer’s employer-sponsored health plan or (ii) August 31, 2013, the Company and the Executive agree that if the Executive elects COBRA coverage consistent with his current healthcare elections, (x) the Company may deduct from the Transition payments the amount the Executive currently pays for his healthcare coverage to be applied to the Executive’s COBRA premium, and (y) the Company shall pay the balance of the Executive’s COBRA premium consistent with his current healthcare elections.

3. Consulting Arrangement . For six months following the Transition Date (the “ Consulting Period ”) and upon mutual written agreement as to the scope of engagement, the Parties agree that the Company may engage the Executive as a consultant from time-to-time on an as-needed basis for a consulting fee of $200 per hour worked, payable in arrears promptly after the end of each calendar month upon submission of a suitably detailed invoice for the work performed, and in each case subject to the prior written approval of the Chief Executive Officer. The Executive will be reimbursed for all reasonable travel and travel-related expenses that he incurs at the request of the Company in performing services for the Company during the Consulting Period in accordance with the Company’s reimbursement policies and prior written approval of the Chief Executive Officer of the Company. The Company and the Executive reasonably anticipate that the amount of services the Executive will perform for the Company after the Transition Date will permanently decrease to no more than 20% of the average level of services performed by the Executive for the Company during the 36-month period immediately preceding the Transition Date. The Executive will perform such consulting services as an independent contractor during the Consulting Period, and not as an employee or officer of the Company. The Executive will be responsible for all taxes and non-reimbursable expenses attributable to the rendition of his consulting services. This consulting arrangement shall not be deemed to constitute a partnership or joint venture between the Company and the Executive, nor shall this consulting arrangement be deemed to make the Executive an agent of the Company. The Executive acknowledges and agrees that he will have no authority to enter into contracts, commitments, or obligations of any kind, or to make any representations, on behalf of the Company, unless expressly authorized to do so in writing by an authorized representative of the Company. Nor will he have or exercise the authority to supervise or direct the activities of any employee of the Company. For the avoidance of doubt, the Company and the Executive agree that Executive is under no obligation to accept consulting assignments and can decline or accept them as the Executive, in his sole discretion, sees fit.

4. Restrictive Covenants . The Executive shall continue to be bound by his Employment Restrictions Agreement dated on or about March 15, 2011, which is made part of, and incorporated by reference into, this Agreement (the “ ERA ”), including the non-competition, non-solicitation and confidentiality provisions thereof . Except as modified in this Section 4, the Restrictive Covenants will survive the termination of this Agreement to the extent provided in such agreements. The Executive expressly acknowledges that the compensation and benefits provided to him by the Company pursuant to this Agreement, and the consideration provided to the Executive by the Company during his employment (including the confidential information provided to the Executive during his employment) are sufficient to justify the restrictions imposed upon him in the ERA. The Executive waives any argument to the contrary, and agrees not to challenge the enforceability of the ERA or this Section 4 of this Agreement.

5. Termination of Agreement .

(a) Death or Disability . This Agreement shall automatically terminate upon the death or the “Disability” of the Executive. Under the terms of this Agreement, “ Disability ” means disability as defined for purposes of Section 409A. In the event of the termination of this Agreement due to the Executive’s death or Disability during the 12-month period following the Transition Date, the Executive’s conservator or guardian or the Executive’s estate (as the case may be) shall be entitled to receive (x) the Transition Payments, (y) any unpaid consulting fees earned pursuant to Section 3 and (z) payment for any unreimbursed consulting expenses incurred pursuant to Section 3.

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(b) Termination by the Company for Cause . The Company may terminate this Agreement at any time for “Cause.” For purposes of this Agreement, termination of this Agreement for “ Cause ” means

(i) that the Company’s Board of Directors has determined in good faith that the Executive committed an act of fraud, dishonesty, gross misconduct or other unethical practices while employed by the Company, and/or

(ii) that the Executive has violated the ERA or has communicated to any other person (x) any statement which directly or indirectly impugns the quality or integrity of the Company’s or any of the other Released Parties’ business or employment practices, or (y) any other disparaging or derogatory remark about the Company or any of the other Released Parties, their officers, directors, managerial personnel, or other employees, except as may be compelled by law or judicial process.

If the Company terminates this Agreement for Cause, the Company shall only be obligated to pay the Executive (1) expenses incurred in accordance with Section 3 and (2) any benefits owed under any Company-sponsored pension or retirement plan (but subject to and in accordance with the terms and limitations of such plans).

(c) Effect of Termination of Agreement . Notwithstanding anything to the contrary in this Agreement, the rights and obligations of the parties described in Sections 4 (Restrictive Covenants), 7 (Release of Claims) and 8 (Cooperation), of this Agreement shall survive the termination of this Agreement.

6. Certain Tax Matters . The parties acknowledge and agree that: (i) Section 409A would subject the Executive to penalty taxes and interest if he receives payments from a “nonqualified deferred compensation plan” which is subject to 409A before the date that is six months after the date of the Executive’s “separation from service” from the Company, or if earlier, his death or Disability; (ii) the end Transition Date will be treated as the Executive’s date of separation from service for purposes of Section 409A; (iii) the reimbursement of consulting expenses under Section 3 hereof is intended to be a reimbursement of deductible business expenses that is exempt under 409A; (iv) the Transition Payments are intended to be exempted from Section 409A under the short term deferral or separation pay exceptions, and may not be accelerated except as provided in Section 5(a) in the case of death or Disability of the Executive; and (v) no subsequent elections to defer receipt of the Transition Payments will be permitted. All payments provided under this Agreement shall either be exempt from or comply with the requirements of Section 409A of the Code and the Treasury Regulations thereunder. All payments and benefits provided under this Agreement or otherwise are subject to applicable tax withholding.

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7. Releases of Claims .

(a) Current Release . The Executive hereby voluntarily, completely and fully 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 (the “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 his execution of this Agreement including, but not limited to, Claims arising out of or resulting from:

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(ii) the Executive’s employment or the Company’s decision, if any, to terminate the Executive’s employment and to enter into this Agreement, or the circumstances of the Executive’s departure, including without limitation, Claims based upon race, national origin, gender, age, religion, sexual orientation, or disability discrimination, retaliation, contract or quasi-contract claims, tax payments or withholdings or severance practices;

(iii) any tax payments, liabilities or obligations, withholding obligations, excise taxes, interest payments or penalties;

(iv) NEGLIGENCE OF ANY KIND, INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE, AGAINST THE RELEASED PARTIES BASED UPON THE ACTION OR INACTION OF THE RELEASED PARTIES; or

(v) any claim for costs, fees, or other expenses including attorney’s fees (collectively, the “ General Release ”); provided, however, that nothing in this General Release shall be deemed to be a waiver or release of the Company’s obligations to provide payments and/or benefits under the terms of this Agreement.

By signing this General Release, the Executive affirms that he has read this entire General Release; that he fully understands the meaning and effect of his action in executing this General Release; and that his execution of this General Release is knowing and voluntary. The Executive further acknowledges that neither the Company nor any of the other Released Parties has made any promise or representation to him that is not expressed in this General Release, and that in entering this General Release, he is not relying on any statement or representation by the Company or any of the other Released Parties, but is instead relying solely on his judgment in consultation with his attorneys, if he chooses to retain counsel.

(b) Consideration & Revocation . The General Release above does not act to waive any rights or claims that may arise after the date this Agreement is executed. By executing this Agreement, the Executive acknowledges and agrees that the Company has no legal obligation to provide the compensation and benefits being provided to him hereunder absent this Agreement, and such compensation and benefits are in addition to anything of value to which the Executive is already entitled. The Executive has been advised to consult with his attorney to obtain advice about his rights and obligations under this Agreement. The Executive represents that he has carefully read this Agreement and finds that it has been written in language that he understands. The Executive has been given at least 21 days to consider whether to accept this Agreement, and has signed it only after reading, considering and understanding it. If the Executive signs this Agreement before the expiration of the 21 days, he is expressly waiving his right to consider this Agreement for any remaining portion of that period. The parties agree that any changes made to this Agreement from the version originally presented to the Executive, whether those changes are deemed material or non-material, do not extend the 21-day period the Executive has been given to consider this Agreement. The Executive may revoke this Agreement for a period of seven days following the day he executes this Agreement. Any revocation within this period must be submitted, in writing, to Robert L. R. Munden, Senior Vice President, General Counsel and Secretary, Harte-Hanks, Inc., 9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216, and state, “I hereby revoke my Agreement.” The revocation must

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be personally delivered to Robert L. R. Munden or his designee, or mailed to Robert L. R. Munden and postmarked on or before the date seven days after the Executive’s execution of this Agreement (and if mailed, concurrently sent via facsimile and/or electronic transmission to Robert L. R. Munden at (210) 829-9139 or Robert_Munden@harte-hanks.com). The Executive understands that he has the right to revoke this Agreement at any time during the seven calendar day period following the date on which he first signs this Agreement. Should Executive revoke this Agreement, the Company shall be relieved of any and all obligations to provide any further payments or benefits under the Transition Agreement to the Executive, his heirs, executors, administrators, successors, and assigns.

(c) Additional Release . In addition to the General Release above, the Executive (or, in the event of his death or his incapacity due to Disability, his surviving spouse, his conservator or guardian, or his estate, as the case may be) agrees to execute and deliver to the Company an additional release of Claims in favor of the Company (in the form attached hereto as Exhibit A , the “Additional Release”) as of the last day of the Employment Term as a condition to receipt of the payments and benefits described in Section 2.

Although this Agreement cannot prevent the Executive from filing a charge of discrimination or retaliation with the Equal Employment Opportunity Commission with regard to the Executive’s employment (or the termination thereof), knowing that the compensation and benefits provided to the Executive under this Agreement is mutually intended by both the Company and the Executive to provide the full and only compensation to the Executive for all claims, damages, or other demands that the Executive might have or make against the Company or any of the other Released Parties with respect to the Executive’s employment (or the termination thereof), the Executive agrees to forever waive any right to monetary recovery should any administrative agency or other individual or group of individuals pursue any claim on the Executive’s behalf. The Executive further agrees that the Executive will not request or accept anything of value from the Company or the other Released Parties not provided for in this Agreement as compensation or damages related to the Executive’s employment or the termination of the Executive’s employment with the Company. Therefore, should the Executive file a charge of discrimination or retaliation or pursue any other similar action with regard to the Executive’s employment with the Company (or the termination thereof), the Executive acknowledges and agrees that this Agreement will bar the Executive from receiving any compensation or personal relief in the event of such a charge or action.

8. Cooperation . During the Consulting Period and continuing thereafter, if requested by the Company the Executive shall cooperate and assist the Company and its subsidiaries and affiliates in any dispute, proceeding, or investigation in which the Company or any subsidiary or affiliate is involved and in which the Executive has been involved, or which involves facts or events that existed or arose during the period of the Executive’s employment or consultancy with the Company relating to the business of the Company. This obligation includes the Executive’s promptly meeting with counsel for the Company or the other Released Parties at reasonable times upon their request; providing testimony in court, upon deposition, or by affidavit, that is truthful, accurate, and complete, according to information known to the Executive; and providing to the Company or the other Released Parties, or their counsel, truthful, accurate, and complete information known to the Executive, in connection with the prosecution or defense of

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the Company or any of the other Released Parties in such litigation or claims. If the Executive appear as a witness in any pending or future litigation at the request of the Company or any of the other Released Parties, the Company agrees to reimburse the Executive, upon submission of substantiating documentation, for necessary and reasonable expenses incurred by the Executive as a result of the Executive’s fulfilling his obligations under this Section 8.

9. Conditions Applying to Payment of Benefits . The Executive understands and agrees that the payments and benefits to be provided to the Executive under this Agreement are subject to the Executive’s compliance with the terms and conditions set forth in this Agreement including, without limitation, the Restrictive Covenants. The Company agrees that if it believes the Executive is or may be violating his obligations under the Agreement such that Company intends to withhold payment(s) to the Executive, the Company will give the Executive written notice of the Company’s intent at least 14 days prior to the withholding of any such payment(s) so that the Executive can explain or cure the conduct, if appropriate.

10. Communications . Any notice, request or other communication required or permitted by this Agreement to be mailed, given or delivered to the Executive shall be in writing, addressed to him at his address as reflected on Company payroll records, or such address as he may furnish from time to time to the Company for the purposes hereof; and any payment to the Executive under this Agreement may be made by check delivered to him or mailed to or delivered at such address, or by wire transfer to an account designated by the Executive. Any notice, request or other communication required or permitted by this Agreement to be given to the Company is to be in writing, addressed to the Company, for the attention of the Chief Executive Officer (with a copy to the General Counsel), Harte-Hanks, Inc., 9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216, or at such other address as the Company shall have furnished to the Executive for the purposes hereof.

11. Assignment; Binding Effect . This Agreement is binding upon, and inures to the benefit of, the Executive; the obligations of the Executive hereunder are personal and this Agreement may not be assigned by the Executive. This Agreement is binding upon, and inures to the benefit of, the Company and shall also bind and inure to the benefit of any successor of the Company by merger or consolidation or any assignee of all or substantially all of its properties, but, except to any such successor or assignor of the Company, this Agreement may not be assigned by the Company.

12. Governing Law and Interpretation . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws provision. The parties consent to the exclusive jurisdiction of the courts of and for Bexar County, Texas, for resolution of any dispute involving this Agreement. Should any provision of the Agreement be declared illegal or unenforceable by a court of competent jurisdiction and cannot be modified to be enforceable, excluding Section 4 (Restrictive Covenants) or Section 7 (Released Claims), such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. If Sections 4 or 7, or any portion thereof, is found by a court of competent jurisdiction to be unenforceable, the Executive agrees that the Company may rewrite this Agreement to cure the defect, and the Executive shall execute the rewritten agreement upon request of the Company without any additional monies, benefits and/or compensation thereof. The Executive and the Company affirm that either may institute an action to specifically enforce any term or terms of this Agreement.

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13. Counterparts . This Agreement may be executed in multiple counterparts, each of which is to be deemed an original, but all of which, together, constitute one and the same instrument.

14. Entire Agreement and Modification. This Agreement constitutes the entire agreement and understanding between the Company and the Executive concerning the subject matters contained herein. This Agreement supersedes any and all prior understandings and agreements between the parties concerning these subject matters except for the ERA and the Amended & Restated Severance Agreement dated on or about March 15, 2011. This Agreement may not be modified, terminated, waived, altered, or amended, except in a writing signed by the Executive, and a duly authorized officer of the Company (other than the Executive).

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement as of the date first set forth above.

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EXHIBIT A—ADDITIONAL RELEASE

General Release

This General Release (“ Release ”) is made and entered into as of                           , 2012, by and between Gary J. Skidmore (“ Former Executive ”) and Harte-Hanks, Inc., a Delaware corporation (“ Company ”).

RECITALS:

For good and valuable consideration set forth in the parties’ Transition Agreement, dated July 30, 2012 (the “ Transition Agreement ”), and in accordance with Section 7 of the Transition Agreement, the parties hereto agree as follows:

1. General Release of Claims . The Former Executive hereby voluntarily, completely and fully 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 Former Executive, his heirs, executors, administrators, successors, and assigns, have or may have as of the date of his execution of this Release including, but not limited to, Claims arising out of or resulting from:

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(b) the Former Executive’s employment, the Company’s decision, if any, to terminate the Former Executive’s employment or to enter into the Transition Agreement; or the circumstances of the Former Executive’s departure, including, without limitation, Claims based upon race, national origin, gender, age, religion, sexual orientation, or disability discrimination, retaliation, contract or quasi-contract claims, or tax payments or withholdings or severance practices;

(c) any tax payments, liabilities or obligations, withholding obligations, excise taxes, interest payments or penalties;

(d) NEGLIGENCE OF ANY KIND, INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE, AGAINST THE RELEASED PARTIES BASED UPON THE ACTION OR INACTION OF THE RELEASED PARTIES; or

(e) any claim for costs, fees, or other expenses including attorney’s fees; provided, however, that nothing in this Release shall be deemed to be a waiver or release of the Company’s obligations to provide payments and/or benefits under the terms of the Transition Agreement.

Although this Release cannot prevent the Former Executive from filing a charge of discrimination or retaliation with the Equal Employment Opportunity Commission with regard to the Former Executive’s employment with the Company, knowing that the compensation and benefits provided to the Former Executive under this Release is mutually intended by both the Company and the Former Executive to provide the full and only compensation to the Former Executive for all claims, damages, or other demands that the Former Executive might have or make against the Company or any of the other Released Parties with respect to the Former Executive’s employment or the termination of the Former Executive’s employment, the Former Executive agrees to forever waive any right to monetary recovery should any administrative agency or other individual or group of individuals pursue any claim on the Former Executive’s behalf. The Former Executive further agrees that the Former Executive will not request or accept anything of value from the Company or the other Released Parties not provided for in this Release as compensation or damages related to the Former Executive’s employment or the termination of the Former Executive’s employment with the Company. Therefore, should the Former Executive file a charge of discrimination or retaliation or pursue any

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other similar action with regard to the Former Executive’s employment with the Company (or the termination thereof), the Former Executive acknowledges and agrees that this Release will bar the Former Executive from receiving any compensation or personal relief in the event of such a charge or action.

This General Release does not act to waive any rights or claims that may arise after the date this Release is executed.

By executing this Release, the Former Executive acknowledges and agrees that the Company has no legal obligation to provide the compensation and benefits being provided to him pursuant to the Transition Agreement (other than by virtue of such agreement), and such compensation and benefits are in addition to anything of value to which the Former Executive is already entitled.

2. No Admission of Wrongdoing . Each of the parties agrees that this Release shall not be deemed or construed at any time for any purpose as an admission by either party of any liability or unlawful conduct of any kind.

3. Time to Consider; ADEA Disclosure . The Former Executive has been advised to consult with his attorney to obtain advice about his rights and obligations under this Release. The Former Executive represents that he has carefully read this Release and finds that it has been written in language that he understands. The Former Executive has been given at least 21 days to consider whether to accept this Release, and has signed it only after reading, considering and understanding it. If the Former Executive signs this Release before the expiration of the 21 days , he is expressly waiving his right to consider this Release for any remaining portion of that period. The parties agree that any changes made to this Release from the version originally presented to the Former Executive, whether those changes are deemed material or non-material, do not extend the 21-day period the Former Executive has been given to consider this Release.

4. Right to Revoke . The Former Executive may revoke this Release for a period of seven days following the day the Former Executive executes this Release. Any revocation within this period must be submitted, in writing, to Robert L. R. Munden, Senior Vice President, General Counsel and Secretary, Harte-Hanks, Inc., 9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216, and state, “I hereby revoke my Release.” The revocation must be personally delivered to Robert L. R. Munden or his designee, or mailed to Robert L. R. Munden and postmarked on or before the date seven days after the Former Executive’s execution of this Release (and if mailed, concurrently sent via facsimile and/or electronic transmission to Robert L. R. Munden at (210) 829-9139 or Robert_Munden@harte-hanks.com). The Former Executive understands that he has the right to revoke this Release at any time during the seven calendar day period following the date on which he first signs this Release. Should Former Executive revoke this Release, the Company shall be relieved of any and all obligations to provide any further payments or benefits under the Transition Agreement to the Former Executive, his heirs, executors, administrators, successors, and assigns.

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5. Effective Date . This Release shall not become effective or enforceable until the expiration of the seven-day revocation period described in Section 4 above (“ Effective Date ”). Upon the Effective Date, this Release shall automatically become effective without any further affirmative action on the part of the Former Executive or the Company.

6. Counterparts . This Release may be executed in multiple counterparts, each of which is to be deemed an original, but all of which, together, constitute one and the same instrument.

7. Understanding . By signing this Release, the Former Executive affirms that he has read this entire Release; that he fully understands the meaning and effect of his action in executing this Release; and that his execution of this Release is knowing and voluntary. The Former Executive further acknowledges that neither the Company nor any of the other Released Parties has made any promise or representation to him that is not expressed in this Release, and that in entering this Release, he is not relying on any statement or representation by the Company or any of the other Released Parties, but is instead relying solely on his judgment in consultation with his attorneys, if he chooses to retain counsel.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Release as of the date first set forth above.

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