8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 25, 2006

Date of Report (Date of earliest event reported)

HARTE-HANKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7120	74-1677284
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Concord Plaza Drive

San Antonio, Texas 78216

(210) 829-9000

(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

At its January 25, 2006 meeting, the Compensation Committee of our Board of Directors determined the 2005 annual bonus amounts based on the Company’s 2005 results measured against the performance goals established by the Committee in early 2005. These amounts are $807,515.63, $221,490.00, $163,653.26, and $136,948.00 for Messrs. Hochhauser, Blythe, Gorman and Skidmore, respectively. Due to the fact that Mr. Gorman and Mr. Skidmore each elected to receive a portion of such bonus in the form of restricted stock, each was eligible to receive 125% of the value of such bonus portion in restricted stock. Accordingly, the Company issued to Mr. Gorman and Mr. Skidmore 2,378 and 1,990 shares of restricted common stock, respectively. These shares will vest on January 25, 2009. The terms and conditions of the restricted stock issued in connection with this bonus election to all executive officers, including Mr. Gorman and Mr. Skidmore, are set forth in the form of Bonus Stock Agreement, filed as Exhibit 10.1 to this Form 8K.

The Committee also established new salary levels and made stock and option grants as follows:

Name	Annual Salary		Restricted Stock Grant	Performance Units	Option (Shares)
Richard Hochhauser	$	820,000	10,700	10,700	75,000
Dean Blythe	$	355,000	3,200	3,200	22,500
Pete Gorman	$	394,000	3,550	3,550	25,000
Gary Skidmore	$	340,000	2,125	2,125	15,000

The restricted stock grant vests on January 25, 2009. The restricted stock was granted to certain employees, including the executive officers named above, pursuant to the terms and conditions of the Restricted Stock Award Agreement, filed as Exhibit 10.2 to this Form 8K.

The performance units (each unit is equivalent to one share of our stock) vest on the third anniversary of the date of grant but are also subject to achievement of a performance target that is based on our 3-year compounded annual earning per share growth rate. At attainment of the maximum performance target each unit will be settled for 1.25 shares. The performance units were granted to certain employees, including the executive officers named above, pursuant to the terms and conditions of the Performance Unit Award Agreement filed as Exhibit 10.3 to this Form 8K.

The option price is $25.80, which is the closing price of the common stock on January 25, 2006, the options have a 10-year term and the option becomes exercisable 25% on each of the second, third, fourth and fifth anniversaries of the date of grant. Messrs Hochhauser, Blythe and Skidmore, as well as certain other employees and executive officers, will enter into a non-compete agreement in connection with this option grant. The form of non-compete is filed as Exhibit 10.4 to this Form 8-K.

In addition, the Committee established 2006, performance targets under the 2006 annual bonus plan. For Mr. Hochhauser and Mr. Blythe their target is based on the Company’s earnings per share and operating income and Shoppers and Direct Marking revenue and operating revenue.

2

Mr. Gorman’s target is based on the Company’s earnings per share and operating income and Shopper revenue and operating income. Mr. Skidmore’s target, as well as other senior vice presidents of Direct Marketing, is based on the Company’s earnings per share and operating income and Direct Marketing revenue and operating income. The maximum payment for Messrs. Hochhauser, Blythe, Gorman and Skidmore is 125%, 85%, 100%, and 85% of salary, respectively. The other senior vice presidents of Direct Marketing have the same maximum potential as Mr. Skidmore.

On January 26, 2006, the Board approved certain changes to the compensation arrangements for the following Directors: Ms. Odom and Messrs. Gayden, Farley, Copeland and C. Harte. The annual cash retainer, Board meeting fees, committee fees and telephonic fees will remain at $50,000, $2,000 per meeting, $1,000 per meeting and $750 per meeting, respectively. The fee for the committee chairman will be raised to $10,000 for Audit Committee Chairman, $5,000 for Compensation Committee Chairman and $2,000 for Nominating and Corporate Governance Committee Chairman. In addition, for 2006 the Board approved that each such director would receive restricted stock in an amount equal to the value of the annual retainer. Accordingly restricted stock in the amount of 1,937 shares was issued to each such director.

Item 7.01 Regulation FD Disclosure.

The information contained in this Current Report (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, such information shall not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

On January 26, 2006 Harte-Hanks announced in a press release that its board of directors has declared a quarterly dividend of 6.0 cents per share payable March 15, 2006 to shareholders of record on March 1, 2006. In that press release the Company also announced the date of it fourth quarter conference call.

Item 9.01 Final Statements and Exhibits

(c) Exhibits

10.1	Form of Bonus Stock Agreement
10.2	Form of Restricted Stock Award Agreement
10.3	Form of Performance Unit Award Agreement
10.4	Form of Non-Compete Agreement
99.1	Press Release dated January 26, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Harte-Hanks, Inc.
Dated: January 31, 2006
By:	/s/ Sloane Levy
	Vice President, General Counsel and Secretary

Exhibit No.	Description
10.1	Form of Bonus Stock Agreement
10.2	Form of Restricted Stock Award Agreement
10.3	Form of Performance Unit Award Agreement
10.4	Form of Non-Compete Agreement
99.1	Press Release dated January 26, 2006

4

EX-10.1

Exhibit 10.1

HARTE-HANKS, INC.

BONUS STOCK AWARD

Unless defined in this Bonus Stock Award (this “Award Document”), capitalized terms will have the same meanings ascribed to them in the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan (as may be amended, the “Plan”).

Pursuant to Sections 10 and 12 of the Plan, you have been granted Common Shares on the following terms and subject to the provisions of the Plan, which is incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:
Total Number of Shares Granted:	Common Shares
Fair Market Value per Share:	$                                          per Common Share
Total Fair Market Value of Award:	$
Grant Date:
Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, all shares subject to this Award Document are vested and non-forfeitable on

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

RECIPIENT	HARTE-HANKS, INC.
	By:
	Title:
Print Name

EXHIBIT A

TERMS AND CONDITIONS OF THE

BONUS STOCK AWARD

Payment for Shares.

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

Vesting.

The Common Shares that you receive under this Award will vest in accordance with the “Vesting Schedule” set forth in the Award Document, provided that you are still employed by the Company at the time such shares vest. The Common Shares will also vest upon your termination of employment prior to the dates the shares vest if such termination is by reason of your death, disability, retirement or, after a Change in Control, termination by the Company without Cause, or at such other time as determined by the Board or the Compensation Committee. In the event your employment terminates prior to the date the shares vest for a reason not specified above, including but not limited to, a termination by the Company with or without Cause, or a voluntary termination by you, all Common Shares shall be forfeited at the time of such termination.

Restricted Shares.

Unvested Common Shares that you receive under this Award will be considered “Restricted Shares”. You may not sell, transfer, pledge or otherwise dispose of, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale, any Restricted Shares. Common Shares that vest in accordance with the “Vesting Schedule” set forth in the Award Document and this Exhibit A will no longer be considered Restricted Shares.

Stock Certificates.

Your Restricted Shares will be held for you by the Company in book entry form at its transfer agent. Upon the vesting of your Restricted Shares, a stock certificate for those Common Shares will be issued and released to you.

Withholding Taxes.

No stock certificates will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the vesting of the Common Shares that you receive under this Award. These arrangements may include withholding of Common Shares that otherwise would be released to you when they vest or surrendering of Common Shares that you already own. The Fair Market Value of the Common Shares that are withheld or that you surrender, determined as of the date when the taxes otherwise would have been withheld in cash, will be applied as a credit against the taxes.

No Guarantee of Continued Service.

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

Entire Agreement; Governing Law.

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

BY SIGNING THE AWARD DOCUMENT, YOU ACKNOWLEDGE

RECEIPT OF A COPY OF THE PLAN AND REPRESENT THAT YOU

ARE FAMILIAR WITH THE TERMS AND CONDITIONS OF THE

PLAN, AND HEREBY ACCEPT THIS AWARD SUBJECT TO ALL

PROVISIONS IN THIS AWARD DOCUMENT AND IN THE PLAN.

YOU HEREBY AGREE TO ACCEPT AS FINAL, CONCLUSIVE AND

BINDING ALL DECISIONS OR INTERPRETATIONS OF THE

COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN

OR THIS AWARD DOCUMENT.

EX-10.2

Exhibit 10.2

HARTE-HANKS, INC.

RESTRICTED STOCK AWARD

Unless defined in this Restricted Stock Award (this “Award Document”), capitalized terms will have the same meanings ascribed to them in the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan (as may be amended, the “Plan”).

Pursuant to Section 8 of the Plan, you have been granted restricted Common Shares on the following terms and subject to the provisions of the Plan, which is incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:
Total Number of Shares Granted:	Common Shares
Fair Market Value per Share:	$                                          per Common Share
Total Fair Market Value of Award:	$
Grant Date:
Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, all shares subject to this Award Document are vested and non-forfeitable on

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

RECIPIENT	HARTE-HANKS, INC.
	By:
	Title:
Print Name

EXHIBIT A

TERMS AND CONDITIONS OF THE

RESTRICTED STOCK AWARD

Payment for Shares.

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

Vesting.

The Common Shares that you receive under this Award will vest in accordance with the “Vesting Schedule” set forth in the Award Document, provided that you are still employed by the Company on that date. In the event your employment terminates prior to the Vesting Schedule, including but not limited to, a termination by the Company with or without Cause, death, Disability or Retirement, or a voluntary termination by you, all Common Shares shall be forfeited at the time of such termination.

Restricted Shares.

Unvested Common Shares that you receive under this Award will be considered “Restricted Shares”. You may not sell, transfer, pledge or otherwise dispose of, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale, any Restricted Shares. Common Shares that vest in accordance with the “Vesting Schedule” set forth in the Award Document and this Exhibit A will no longer be considered Restricted Shares.

Stock Certificates.

Your Restricted Shares will be held for you by the Company in book entry form at its transfer agent. Upon the vesting of your Restricted Shares, a stock certificate for those Common Shares will be issued and released to you.

Withholding Taxes.

No stock certificates will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of receipt of this Award or the vesting of the Common Shares that you receive under this Award. These arrangements may include withholding of Common Shares that otherwise would be released to you when they vest or surrendering of Common Shares that you already own. The Fair Market Value of the Common Shares that are withheld or that you surrender, determined as of the date when the taxes otherwise would have been withheld in cash, will be applied as a credit against the taxes.

No Guarantee of Continued Service.

YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF COMMON SHARES PURSUANT TO THE “VESTING SCHEDULE” SET FORTH IN THE AWARD

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

Entire Agreement; Governing Law.

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

BY SIGNING THE AWARD DOCUMENT, YOU ACKNOWLEDGE

RECEIPT OF A COPY OF THE PLAN AND REPRESENT THAT YOU

ARE FAMILIAR WITH THE TERMS AND CONDITIONS OF THE

PLAN, AND HEREBY ACCEPT THIS AWARD SUBJECT TO ALL

PROVISIONS IN THIS AWARD DOCUMENT AND IN THE PLAN.

YOU HEREBY AGREE TO ACCEPT AS FINAL, CONCLUSIVE AND

BINDING ALL DECISIONS OR INTERPRETATIONS OF THE

COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN

OR THIS AWARD DOCUMENT.

EX-10.3

Exhibit 10.3

HARTE-HANKS, INC.

PERFORMANCE UNIT AWARD

Unless defined in this Performance Unit Award (this “Award Document”), capitalized terms will have the same meanings ascribed to them in the Harte-Hanks, Inc. 2005 Omnibus Incentive Plan (as may be amended, the “Plan”).

Pursuant to Section 11 of the Plan, you have been granted performance units (“Units”) on the following terms and subject to the provisions of the Plan, which is incorporated by reference. In the event of a conflict between the provisions of the Plan and this Award Document, the provisions of the Plan will prevail.

Participant:
Number of Units Granted:
Fair Market Value per Unit:	$                                          per Common Share
Total Fair Market Value of Award:	$
Grant Date:
Vesting Schedule:	Subject to the terms of Exhibit A attached hereto, all Units subject to this Award Document are vested and non-forfeitable on

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

RECIPIENT	HARTE-HANKS, INC.
	By:
	Title:
Print Name

EXHIBIT A

TERMS AND CONDITIONS OF THE

PERFORMANCE UNIT AWARD

Payment.

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

Vesting.

This Award will vest in accordance with the “Vesting Schedule” set forth in the Award Document, provided that you are still employed by the Company on that date. In the event your employment terminates prior to the Vesting Schedule, including but not limited to, a termination by the Company with or without Cause, a voluntary termination by you, or termination by reason of death, Disability or Retirement, all Units shall be forfeited at the time of such termination. Upon vesting, you will receive Common Shares in settlement of the Unit based on the attainment of performance goals as follows:

Withholding Taxes.

No stock certificates will be released to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of your receipt of the Common Shares in settlement of this Award. These arrangements may include withholding of Common Shares that otherwise would be released to you when the Unit vests or surrendering of Common Shares that you already own. The Fair Market Value of the Common Shares that are withheld or that you surrender, determined as of the date when the taxes otherwise would have been withheld in cash, will be applied as a credit against the taxes.

No Guarantee of Continued Service.

YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF A UNIT PURSUANT TO THE “VESTING SCHEDULE” SET FORTH IN THE AWARD DOCUMENT IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD). YOU FURTHER ACKNOWLEDGE AND AGREE THAT THIS AWARD

DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE “VESTING SCHEDULE” DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE COMPANY’S RIGHT TO DISMISS YOU FROM EMPLOYMENT, FREE FROM ANY LIABILITY, OR ANY CLAIM UNDER THE PLAN, AT ANY TIME, WITH OR WITHOUT CAUSE.

Entire Agreement; Governing Law.

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

BY SIGNING THE AWARD DOCUMENT, YOU ACKNOWLEDGE

RECEIPT OF A COPY OF THE PLAN AND REPRESENT THAT YOU

ARE FAMILIAR WITH THE TERMS AND CONDITIONS OF THE

PLAN, AND HEREBY ACCEPT THIS AWARD SUBJECT TO ALL

PROVISIONS IN THIS AWARD DOCUMENT AND IN THE PLAN.

YOU HEREBY AGREE TO ACCEPT AS FINAL, CONCLUSIVE AND

BINDING ALL DECISIONS OR INTERPRETATIONS OF THE

COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN

OR THIS AWARD DOCUMENT.

EX-10.4

Exhibit 10.4

NON-COMPETE AGREEMENT

This Agreement (the “Agreement”) is made by and between Harte-Hanks, Inc. or a subsidiary or affiliate thereof (hereinafter referred to as “Employer”), and the undersigned Employee (hereinafter referred to as “Employee”).

In consideration of employment at Employer and other good and valuable consideration, and based upon the mutual promises and agreements contained herein, the parties hereto agree as follows:

1. This Agreement supplements the Confidentiality/Non-Disclosure Agreement between Employer and Employee and incorporates those terms by reference.

2. Restrictive Covenant

a. For so long as Employee is employed by Employer and for a period of one (1) year after the termination of Employee’s employment for any reason whatsoever, whether voluntarily or involuntarily, Employee shall not directly or indirectly, individually or for any person, firm or employee solicit, divert, interfere with, disturb or take away, or attempt to solicit, divert, interfere with, disturb or take away the patronage of (i) any client or prospective client of Harte-Hanks’ Direct Marketing division (“HDM”) at any time within one (1) year prior to termination of Employee’s employment, (ii) any entity that was a client of HDM at any time within one (1) year prior to the termination of Employee’s employment, or (iii) any client that purchased services from the Employer during any time within one (1) year prior to termination of Employee’s employment for whom the Employee received a commission related to the provision of such services (collectively, the clients and prospective clients listed in (i), (ii) and (iii) shall be referred to as a “HDM Client”). Employee further acknowledges that to the extent Employee is engaged in sales and/or dealings with customers, Employee develops substantial good will on behalf of Employer by dealing with customers. Such customer good will is, in all instances, the property of Employer. Employee further acknowledges that any solicitation of customers in violation of this agreement would be a misappropriation of customer good will to the substantial detriment of Employer.

b. For a period of one (1) year following the termination of Employee’s employment with Employer, Employee shall not engage in or provide any services that are substantially similar to the business of HDM on behalf of any individual, business, practice, service or enterprise by directly or indirectly providing such services to any third party that has been a HDM Client at any time within the one (1) year period immediately preceding the termination of Employee’s employment with Employer.

3. Employment at Will

Nothing in this agreement shall be construed as a promise or agreement of any kind, express or implied, of employment for specific duration.

4. Acknowledgment of Voluntariness and Consideration

Employee acknowledges that she/he understands the provisions of this agreement, that the agreement is entered into knowingly and voluntarily, and that Employee has been afforded a sufficient amount of time to consider the agreement and to consult with and seek the advice of any person of Employee’s choosing, including an attorney. Employee further acknowledges Employee has received adequate and sufficient consideration to support the agreement.

5. Requests For Waiver.

In the event that Employee believes that employment otherwise in violation of this Agreement would not harm Employer’s legitimate business interests, the Employee may request Employer waive the restrictions contained in this Agreement. Any such request shall be made in writing to a duly authorized officer of Employer and shall identify the business with whom Employee seeks to associate and describe the duties that the Employee seeks to perform. Employer has the sole discretion whether to grant such a waiver and no waiver of any restrictions under this Agreement shall be effective unless in writing and signed by and a duly authorized officer of Employer.

6. Other Provisions.

a. Injunctive Relief and Court Modification. Employee understands, acknowledges and agrees that in the event of a breach or threatened breach of any of the covenants or provisions contained in this Agreement, Employer shall suffer irreparable injury for which there is no adequate remedy at law. Employer will therefore be entitled to injunctive relief from the courts without bond, enjoining the Employee from engaging in activities in breach of this Agreement. In developing the covenants or provisions identified within this Agreement, the parties have attempted to limit Employee’s activities only to the extent necessary to protect Employer from unfair competition. The parties recognize, however, that reasonable people may differ in making such a determination. Consequently, the parties agree that if the scope or enforceability of the covenants or provisions set forth in this Agreement are disputed, a court shall modify and enforce the Agreement to the extent it believes to be reasonable under the circumstances. If any provision in this Agreement is determined to be in violation of any law, rule or regulation or otherwise unenforceable, and cannot be modified to be enforceable, such determination shall not affect the validity of any other provision of this Agreement, but such other provisions shall remain in full force and effect. Each provision, paragraph and subparagraph of this Agreement is severable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant. Agreement shall be effective unless in writing and signed by and a duly authorized officer of Employer.

b. Successors. This Agreement shall be binding upon and insure to the benefit of Employer and its successors and assigns, and Employee, her heirs, executors and administrators. Employer shall have the right to assign this Agreement to a successor to all or substantially all of the business or assets of Employer or any division or part of Employer with which Employee is employed at any time.

c. Entire Agreement And Modification. This Agreement constitutes the entire agreement and understanding between Employer and Employee 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 Confidentiality/Non-Disclosure Agreement which remains in full force and effect. This Agreement may not be modified, terminated, waived altered or amended except in writing, signed by the Employee and a duly authorized officer of Employer. The parties agree that this Agreement is to be governed by and construed under Delaware law without regard to its conflict of laws principles

AGREED TO AND ACCEPTED:

Print Name

Employee’s Signature

Date

EX-99.1

Exhibit 99.1

	News
Release

Corporate Headquarters

P.O. Box 269

San Antonio, TX 78291-0269

Phone: (210) 829-9000

Fax: (210) 829-9403

www.harte-hanks.com

FOR IMMEDIATE RELEASE

Media & Financial Contact:

Dean Blythe

(210) 829-9138

dblythe@harte-hanks.com

HARTE-HANKS INCREASES QUARTERLY DIVIDEND AND ANNOUNCES DATE OF 4^TH QUARTER 2005 EARNINGS RELEASE AND TELECONFERENCE

SAN ANTONIO, TX – January 26, 2006 – The board of directors of Harte-Hanks, Inc. (NYSE: HHS) has declared a regular quarterly dividend of 6.0 cents per share payable March 15, 2006 to shareholders of record on March 1, 2006. This represents a 20% increase in the regular quarterly dividend and is the eleventh dividend increase since the company went public in 1993 for the second time.

Harte-Hanks is scheduled to release its fourth quarter 2005 financial results on Tuesday, January 31, 2006. The Company will host a conference call to discuss the earnings release on January 31, 2006 at 10:00 a.m. CST. The conference call number is 800-988-9498, pass-code 121693. The conference call will also be audio webcast. To access, please go to https://e-meetings.mci.com, conference number 1017893, pass-code 121693. There will be an audio replay available shortly after the call through February 10, 2006. To access, please call 888-567-0415, pass-code 121693.

Harte-Hanks, Inc., San Antonio, TX, is a worldwide, direct and targeted marketing company that provides direct marketing services and shopper advertising opportunities to a wide range of local, regional, national and international consumer and business-to-business marketers. Harte-Hanks Direct Marketing improves the return on its clients’ marketing investment with a range of services organized around five solution points: Construct and update the database — Access the data — Analyze the data — Apply the knowledge — Execute the programs. Expert at each element within this process, Harte-Hanks Direct Marketing is highly skilled at tailoring solutions for each of the vertical markets it serves. Harte-Hanks Shoppers is North America’s largest owner, operator and distributor of shopper publications, with shoppers that are zoned into more than 1,000 separate editions with circulation in excess of 12 million in California and Florida each week.

##

For more information, contact: Chief Financial Officer Dean Blythe (210) 829-9138 or e-mail at dblythe@harte-hanks.com.

This release and other information about Harte-Hanks can be found on the World Wide Web at http://www.harte-hanks.com