26 January 2024

Mr. David Garrison

Concord, Massachusetts 01742

Dear David:

We are very pleased to offer you the position of Chief Financial Officer at Harte Hanks with an effective start date of Monday, January 29, 2024. In this role, you will report to Kirk Davis, our Chief Executive Officer. We are confident that your contributions will enhance Harte Hanks standing as a crucial business in one of the world’s leading marketing organizations, and as a dynamic employer of choice. As part of this offer you are expected to work at the Harte Hanks facility located at 1 Executive Drive, Suite 303, Chelmsford, Massachusetts 01824. This offer is subject to the following additional terms, conditions, and benefits:

Upon your acceptance of our offer, you will receive an annual base salary of $375,000 (“Base Salary”), which is paid in bi-weekly increments. This is an exempt salaried position.

In this position, you will be eligible to earn an annual bonus award (the “Plan”) starting in 2024. Your target opportunity under the 2024 Plan will be seventy-five percent (75%) of your annual Base Salary, to the extent earned and in accordance with the terms of the Plan. The Plan will be tied to Harte Hanks’ financial results for total company and individual performance objectives and will be subject to Board approval. Kirk Davis will be responsible for presenting the plan to the Board and receiving such approval. Your annual bonus, once approved, will be payable at the same time or time(s) that annual bonuses are paid to other senior executives of the Company generally, but in no event later than March 15th of the calendar year following the calendar year to which such annual bonus relates, subject to you remaining employed by Harte Hanks on the date such annual bonus scheduled to be paid.

During your employment term, you will be eligible to participate in Harte Hanks long-term equity incentive program(s), as determined by the Board. On or shortly after your effective start date, you will receive an initial equity award of stock options to purchase a value of up to $500,000* shares of common stock of Harte Hanks, with 1/3rd of the $500,000 purchase right vesting as of one (1) year from your effective start date, and the remaining 2/3rds vesting 1/3rd each in the following two (2) years on and after the 2nd and 3rd anniversary date of first election date – all in in accordance with the Non-Qualified Stock Option Award Agreement attached hereto as Exhibit A (the "Options Agreement"). *the number of shares available for option purchase will be determined by dividing the closing price of Harte Hanks common stock on January 29, 2024 by the $500,000 grant to determine the number of shares available for purchase on or after each option date.

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Harte Hanks is providing you severance in the event your employment is terminated without Cause (as defined below). The offer of severance in this letter sets forth the entire agreement and fully supersedes all prior agreements of understanding pertaining to severance. Your severance will allow you to continue to receive your then-current Base Salary for a period of twelve (12) months, payable in equal installments in accordance with Harte Hanks regular payroll practices as in effect from time to time; provided, that the first installment of the severance pay shall be made on the sixtieth (60th) day after the effective date of your termination from Harte Hanks, and shall include payment of any amounts that would otherwise be due prior thereto. Payments of severance is subject to receipt of a signed Separation Agreement and Release. Harte Hanks’ obligation to provide, or continue to provide salary continuation payments, will cease in the event you find other employment before the severance is paid in full.

Harte Hanks offers a comprehensive and generous benefits package. You will be eligible to participate in the following plans on the 1st of the month following 60 days of employment. Our 401k plan, which has a 5% company match, has a 90 day waiting period for eligibility.

Medical and dental plans which are paid for jointly by the Company and the Employee

Company paid life insurance and AD&D insurance plans

Flexible spending account plans (healthcare and dependent care) and vision plan.

You will also be eligible to participate in additional valuable benefit plans after applicable waiting periods including 401(k), salary continuation due to personal medical, long-term disability, EAP, educational assistance, 15 days of paid time off (PTO) accrued monthly, and paid holidays.

You shall also be eligible during the term of your employment to participate in such employee benefit plans and programs that are maintained from time to time for senior executives of Harte Hanks, to the extent that you (and your spouse and dependents, as the case may be) meet(s) the applicable eligibility requirements. Harte Hanks does not promise the adoption or continuance of any particular plan or program during the term of your employment, and your (and your spouse's and dependents') participation in any such plan or program shall be subject to the provisions, rules, regulations and laws applicable thereto. You will also be entitled to no fewer than four (4) weeks' vacation in accordance with Harte Hanks vacation policy as in effect from time to time.

You shall be entitled to reimbursement for ordinary and reasonable out of pocket documented business expenses which you incur in connection with performing your duties under this Agreement, including travel, lodging and meal expenses in accordance with Harte Hanks travel and expense reimbursement policies applicable to other senior employees of Harte Hanks as in effect from time to time and approved by the Board, provided, however, (x) you must comply fully with such travel and expense reimbursement policies and (y) Harte Hanks will not reimburse executive officers for mileage for use of personal vehicles.

These benefits will be explained to you in more detail after you join during new employee orientation. Benefits are subject to change at any time. Should this occur, you will be notified. HR Support (877-691-2147) will provide you important enrollment and eligibility information.

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Your employment with Harte Hanks shall terminate upon your death or if you become permanently disabled (as defined below) and may be otherwise be terminated at any time by you for any reason (or no reason), including, without limitation, for Good Reason (as defined below), or by Harte Hanks for any reason (or no reason), including, without limitation, without Cause (as defined below). Any termination of your employment pursuant to the preceding sentence is referred to herein as an "Employee Termination". Your employment shall also terminate on the following date: (i) if terminated because of your resignation, with or without Good Reason, on the date specified in a written notice delivered by you to Harte Hanks, the effective date of such resignation to be no less than thirty (30) days from the date such notice is delivered to Harte Hanks, which notice period may be waived by Harte Hanks in its sole discretion; (ii) if terminated as a result of death, on the date of death; (iii) if terminated because of you becoming Permanently Disabled (as defined below), on the date as of which you are determined to be Permanently Disabled; and (iv) if terminated by Harte Hanks on the date specified in a written notice delivered by Harte Hanks to you.

As used in this Agreement:

“Cause" shall mean: Your violation of any material written policy of Harte Hanks, a copy of which has been provided to you at least 30 days in advance of any claimed violation; (ii) Your failure to (x) obey the lawful orders of the CEO, and Board, (y) to timely respond to CEO and Board inquiries, or (z) to provide the CEO and Board with timely updates regarding material Harte Hanks business; (iii) Your gross negligence in the performance of, or willful disregard of, your obligations to Harte Hanks; (iv) the breach of any of your obligations under this Agreement, restrictive covenant agreements, or any other material agreement entered into with Harte Hanks; (v) the commission of an act by you which constitutes financial dishonesty against Harte Hanks; (vi) your indictment or other criminal charge for, or conviction of or entering a plea of guilty or nolo contendere to, a crime constituting a felony; or (vii) the commission of any act of dishonesty or moral turpitude by you which is, or is reasonably likely to be, detrimental to Harte Hanks. Termination for any other reason by the Company shall be “without Cause”.

"Good Reason" shall mean, without your consent, (i) a material diminution in your duties or position; (ii) if your base salary is materially reduced, other than in connection with a region-wide or Harte Hanks company-wide pay cut/furlough program that equally affects other members of senior management; (iii) Harte Hanks breach of its obligations under this Agreement; or (iv) if Harte Hanks requires that you relocate to an office location that would increase your commute by more than 50 miles from the office location set forth above; provided, however, that no termination by you for Good Reason for any of the foregoing reasons shall be effective unless and until (A) you have given Harte Hanks written notice of the reasons for the termination for Good Reason no more than thirty (30) calendar days following the initial existence of the condition(s) that constitute(s) Good Reason, and has given Harte Hanks at least thirty (30) calendar days in which to remedy such condition(s), (B) Harte Hanks has failed to remedy the same during the applicable cure period, and (C) you actually terminate your employment within thirty (30) calendar days after the expiration of the cure period without remedy of the Good Reason by Harte Hanks.

"Permanently Disabled" shall mean (i) Employee becomes eligible to receive benefits under any long-term disability plan paid for the Company on behalf of Employee or (ii) if by reason of injury or illness (including mental illness) Employee shall be unable to perform the essential functions of his position for ninety (90) consecutive days or one hundred twenty (120) days, whether or not consecutive, in a twelve (12) month period.

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Please note that this offer is contingent upon satisfactory completion of an education, employment, and criminal background check as well as a pre-employment drug screen. Additionally, you will need to provide the required documents authorizing you to work for Harte Hanks in the United States. This offer and your response are not meant to constitute a contract of employment for a stated term. Your employment will be strictly “at will.” This means that if you accept this offer, you will retain the right to discontinue your employment at any time and that Harte Hanks will retain the same right.

Included with this offer are a Confidentiality/Non-Disclosure Agreement and a Non-Solicitation Agreement. Copies are attached as Exhibit B. During onboarding, you will be asked and must sign these documents as a condition of your employment. These agreements will remain in effect regardless of any job changes that may occur during your employment period. Also, as a condition of your acceptance of this offer of employment, you are assuring Harte Hanks that your employment with Harte Hanks would not violate any non-competition, confidentiality, or other obligations you may have with any current or former employer. You are also confirming that you have advised your current employer that you will be working for Harte Hanks, described the scope of your duties for Harte Hanks to them, and they agree that your employment with Harte Hanks would not violate any agreements or obligations you may have with them. You are also certifying that you have provided us with copies of any non-competition, confidentiality, or other agreements that you signed with any current or former employer.

Harte Hanks reserves the right to contact your former employer if it has any concerns regarding any non- competitive, confidentiality or other obligations that you may have. Harte Hanks also reserves the right to terminate your employment if Harte Hanks determines, in its sole discretion, that your employment with us may violate any continuing obligations to a former employer and/or if Harte Hanks determines, in its sole discretion, that it does not wish to become involved in legal proceedings concerning you and a former employer.

Your work location is assigned (as discussed above) as our corporate office in Chelmsford, Massachusetts, and serves as the basis for statutory payroll tax deductions. A change to your home base, which is out-of-state, requires that you submit a change of address to Human Resources in advance of your move.

Upon acceptance of our offer, you will receive an email from HireRight, who will initiate and conduct the background check and schedule the drug testing on behalf of Harte Hanks. To complete your new hire documents, which is a paperless process, you will receive an email from SuccessFactors, with the word “Welcome” in the subject line. To avoid any delay to your start date, please complete your new hire process upon receipt of the emails from HireRight and SuccessFactors.

This Agreement shall be governed by Delaware law.

David, on behalf of all of us at Harte Hanks, I would like to express my pleasure in presenting you with this offer of employment. Harte Hanks is truly an exciting organization, set apart by our scope of eight integrated centers of excellence with one mission: deliver the most connected customer experiences. We are excited about you joining our team of 2,500+ talented and passionate professionals! If you have any questions on our offer, please do not hesitate to give me a call.

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This offer is valid for 3 business days and will be sent to your work email box via DocuSign.

Yours sincerely,

/s/ Kirk Davis

Kirk Davis

Chief Executive Officer

Attachments

Acknowledgement and Acceptance:

Printed Name: David Garrison

Signature:/s/ David Garrison

Date: 1/28/2024

Chelmsford, Massachusetts – January 29, 2024 - Harte Hanks, Inc. (NASDAQ: HHS), a leading global customer experience company focused on bringing companies closer to customers for 100 years, today announced that David Garrison, an experienced finance executive with more than 20 years of public company CFO experience currently serving as Interim Chief Financial Officer, has been named as Harte Hanks’ permanent Chief Financial Officer effective January 29, 2024. In addition, David Fisher, an accomplished executive with over 25 years of experience focused on strategic initiatives, cost structure transformation, financial planning and analysis, has been named Chief Transformation Officer.

Garrison, who joined Harte Hanks in an interim capacity in October, 2023, brings notable expertise in cost containment, streamlining operations, and ERP implementations. He joins Harte Hanks from Digital Lumens Incorporated, an IoT lighting fixture and factory automation technology company that was spun out of Osram Sylvania, where he served as CFO for the last two years. As part of this role, he was instrumental in selling a product line to a strategic buyer and selling the remaining operating entity to a foreign company. Previously, he spent three years as Chief Financial Officer for Sensera, Inc., an Australian listed medical and IoT technology company, where he played an important role in turning around operations to facilitate a sale. Previously, he served as Managing Director of IW Ventures LLC, a financial consultant, and TTcogen LLC, a joint venture between Tecogen Inc. and Tedom a.s. From 2014 to 2017, Garrison served as CFO of Tecogen Inc., a NASDAQ-listed company that designs, manufactures and sells industrial and commercial cogeneration systems, where he supported growth with cost controls to drive margin expansion and profitability. He has an MBA from Boston University and has led several Greater Boston-based companies through successful growth-driven integrations, transactions, and implementations.

Fisher has been consulting for Harte Hanks since March of 2023, most recently leading the Company’s engagement with the Kearney organization. He will now lead the execution of Project Elevate, Harte Hanks’ transformation and modernization initiative. He brings expertise in strategic initiatives, cost transformation, financial planning & analysis, accounting, strategic sourcing, procurement and risk management. He joined Harte Hanks from Tribune Publishing, where he served as Senior Vice President and Chief Procurement Officer. Previously, he was SVP of Corporate Finance & Planning, and VP of Corporate Development at Tribune. Before that, he served as SVP of Finance for Source Interlink, and was an Assurance Manager for BDO USA, LLP. He has a Bachelor’s Degree in accounting/business management from the Wisconsin School of Business and is a Certified Public Accountant (CPA).

“We continue to enhance our senior leadership team with modern skillsets to advance our ‘Project Elevate’ initiative. We are well underway on an end-to-end transformation of our business," said Kirk Davis, Chief Executive Officer . “David Garrison has proven his value in a short period of time, advancing our ERP and cost containment efforts while advancing digital initiatives to streamline processes and modernize our business.

“David Fisher and I have enjoyed prior success in working with the Kearney organization. We have accelerated our transformation commitment and see compelling growth and optimization opportunities ahead as we execute our plan. I’m heartened by our entire senior team’s commitment to becoming a more profitable and growth-focused organization. These two appointments, in conjunction with the recent appointment of Kelly Waller as our new SVP, Sales and Marketing, and other senior team members, have us well positioned for 2024.”

About Harte Hanks:

Harte Hanks (NASDAQ: HHS ) is a leading global customer experience company whose mission is to partner with clients to provide them with CX strategy, data-driven analytics and actionable insights combined with seamless program execution to better understand, attract and engage their customers.

Using its unparalleled resources and award-winning talent in the areas of Customer Care, Fulfillment and Logistics, and Marketing Services, Harte Hanks has a proven track record of driving results for some of the world’s premier brands, including Bank of America, GlaxoSmithKline, Unilever, Pfizer, HBOMax, Volvo, Ford, FedEx, Midea, Sony and IBM among others. Headquartered in Chelmsford, Massachusetts, Harte Hanks has over 2,500 employees in offices across the Americas, Europe, and Asia Pacific.

For more information, visit hartehanks.com

As used herein, “Harte Hanks” or “the Company” refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks’ logo and name are trademarks of Harte Hanks.

Our press release and related earnings conference call contain “forward-looking statements” within the meaning of U.S. federal securities laws. All such statements are qualified by this cautionary note, provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements other than historical facts are forward-looking and may be identified by words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “seeks,” “could,” “intends,” or words of similar meaning. These forward-looking statements are based on current information, expectations and estimates and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from what is expressed in or indicated by the forward-looking statements. In that event, our business, financial condition, results of operations or liquidity could be materially adversely affected and investors in our securities could lose part or all of their investments. These risks, uncertainties, assumptions and other factors include: (a) local, national and international economic and business conditions, including (i) the outbreak of diseases, such as the COVID-19 coronavirus, which has curtailed travel to and from certain countries and geographic regions, created supply chain disruption and shortages, disrupted business operations and reduced consumer spending, (ii) market conditions that may adversely impact marketing expenditures, (iii) the impact of the Russia/Ukraine conflict on the global economy and our business, including impacts from related sanctions and export controls and (iv) the impact of economic environments and competitive pressures on the financial condition, marketing expenditures and activities of our clients and prospects; (b) the demand for our products and services by clients and prospective clients, including (i) the willingness of existing clients to maintain or increase their spending on products and services that are or remain profitable for us, and (ii) our ability to predict changes in client needs and preferences; (c) economic and other business factors that impact the industry verticals we serve, including competition and consolidation of current and prospective clients, vendors and partners in these verticals; (d) our ability to manage and timely adjust our facilities, capacity, workforce and cost structure to effectively serve our clients; (e) our ability to improve our processes and to provide new products and services in a timely and cost-effective manner though development, license, partnership or acquisition; (f) our ability to protect our facilities against security breaches and other interruptions and to protect sensitive personal information of our clients and their customers; (g) our ability to respond to increasing concern, regulation and legal action over consumer privacy issues, including changing requirements for collection, processing and use of information; (h) the impact of privacy and other regulations, including restrictions on unsolicited marketing communications and other consumer protection laws; (i) fluctuations in fuel prices, paper prices, postal rates and postal delivery schedules; (j) the number of shares, if any, that we may repurchase in connection with our repurchase program; (k) unanticipated developments regarding litigation or other contingent liabilities; (l) our ability to complete anticipated divestitures and reorganizations, including cost-saving initiatives; (m) our ability to realize the expected tax refunds; and (n) other factors discussed from time to time in our filings with the Securities and Exchange Commission, including under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 which was filed on March 31, 2023. The forward-looking statements in this press release and our related earnings conference call are made only as of the date hereof, and we undertake no obligation to update publicly any forward-looking statement, even if new information becomes available or other events occur in the future.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240129195380/en/

Rob Fink or Tom Baumann

646.809.4048 / 646.349.6641

HHS@fnkir.com

Source: Harte Hanks, Inc.