harman
international
Harman International Industries,
Incorporated 8500 Balboa Blvd., P.O. Box 2200, Northridge, CA 91329
(818) 893-8411
January 15, 2007
Dr. A. Erich Geiger
8323 Ocotillo Court
Naples, FL 34113
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Re:
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Exclusive Consulting Agreement
(“Agreement”)
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Dear Dr. Geiger:
This letter is
written to confirm the terms of your engagement as a consultant to
Harman International Industries, Inc. and its subsidiaries
(collectively, the “Company”) following termination of
your employment with the Company, which we now anticipate will be
at the end of August 2008. This letter agreement
(“Agreement”) will become effective when countersigned
by you, and your engagement as a consultant will commence upon
termination of your employment, on the terms set forth below. It is
our mutual intention that, following the termination of your
November 6, 2006 employment agreement with the Company
(“Current Employment Agreement”), this Agreement will
supersede and replace any and all other employment, consulting or
other agreements with the Company save for any separate written
agreements now existing regarding post-employment benefits to which
you are entitled under your Current Employment Agreement, and any
other agreements specifically excepted in this Agreement.
1. Scope of Work;
Responsibilities .
(a) General.
You
will be responsible for advising the Company concerning its global
technological direction, for providing strategic counsel to the
Company’s top management team, and for providing guidance to
the Company’s worldwide technology organization to assist
them in achieving technical and strategic leadership across all
business units. You will furnish the Company with the full benefit
of your knowledge, skill and experience as to all questions and
problems which Company may present you and you shall answer,
advise, suggest and opine with respect to such questions and
problems to the best of your ability. You shall submit a written
report on the twentieth (20 th ) day of each month
summarizing the previous month’s activities, progress on the
assigned projects, and plans for the coming months including a
calendar of your location and activities for the following
month.
(b) Specific
Tasks. Your specific tasks will include the items listed
below, and you will investigate and consult as requested or as you
deem necessary in order to accomplish them. The completion of those
tasks pursuant to the agreed upon performance criteria, rather than
the amount of hours you spend in providing services to the Company,
shall determine whether you are performing adequately under this
Agreement.
Dr. A. Erich Geiger
January 15, 2007
Page 2
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Identifying emerging technologies, ensuring
their appropriate and timely communication to Company business
units, and developing and implementing plans to acquire these
technologies;
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Identifying market opportunities in related
fields, and developing and implementing plans to realize such
opportunities including by means of acquisition, licensing, and
otherwise;
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Assisting each business group in developing
and implementing master technology roadmaps;
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Assisting the Automotive OEM Group in
engineering implementation and customer visits, as needed;
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Identifying, developing and growing the
technology talent pool for the Company;
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Developing and implementing a strategic
roadmap for the management, protection and commercialization of the
Company’s intellectual property.
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(c) Exclusive
Engagement. This is an exclusive consulting engagement for the
Company in the area of automotive, consumer and professional audio
electronics, and you will not accept or participate in any
consulting arrangement or business involving any other automotive,
consumer or professional audio electronics.
(d) Reporting
Relationships. You will be accountable to the Executive
Chairman and to the Chief Executive Officer of the Company for all
phases of your activities, or to such other person as may be
designated by the Company. You will advise and consult with the
Company’s Group/Division R&D and/or Technology
executives, as well as with executive officers of the Company and
with the Group and Division presidents.
(e) Outside
Activities. You will refrain from engaging in any other
activity that might impair your ability to fulfill your obligations
under this Agreement. Subject to the foregoing, you are free to
perform consulting services for others in areas other than
automotive, consumer or professional audio electronics.
2. Compensation .
The Company shall pay you Forty thousand dollars ($40,000.00) per
month on the first day of each month following a month in which
consulting services were rendered. Such compensation shall be full
consideration for your services hereunder regardless of any
additional time that you may devote.
3. Expense
Reimbursement . You will be entitled to reimbursement from the
Company for any ordinary and necessary expenses incurred by you in
performing your duties hereunder upon submission to the Company of
an expense report in accordance with Company policies and
procedures, and providing such additional receipts and records as
may be requested by Company to substantiate such expenses.
4. Term . The term
of this Agreement shall commence on the first business day after
the date upon which your employment with the Company terminates,
subject to earlier termination as provided herein, and will
continue thereafter until August 31, 2011; provided,
however, that the term of this Agreement may be extended or renewed
pursuant to mutual written agreement between you and the Company.
The Company may immediately terminate this Agreement at any time
for breach by you of any term hereof. Except as otherwise provided
in this Agreement, and except for post-employment benefits to which
you are entitled under the terms of your Current Employment
Agreement with the Company, neither you nor Harman shall have any
obligation to the other following termination of this
Agreement.
Dr. A. Erich Geiger
January 15, 2007
Page 3
5. Place of
Performance . The Company shall make available to you such of
its facilities as are reasonably required by you in the performance
of your services hereunder. If the parties agree that you should
perform your services elsewhere, the Company shall not be
responsible for rent or other charges in connection with those
facilities.
6. Warranties . You
represent, warrant and undertake that on the day your employment
with the Company ends (a) you will be free to render consulting
services to Company, (b) such services will not conflict with any
prior commitment or obligation you have, and (c) you will not at
any time use for the Company’s benefit or disclose to the
Company any information you have received from third parties and
that you are lawfully obligated to keep confidential.
7. Confidentiality .
You will keep in strict confidence, and will not, directly or
indirectly, at any time during or after your employment or
consultancy with the Company
