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Exclusive Consulting Agreement

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Title: Exclusive Consulting Agreement
Governing Law: Michigan     Date: 2/9/2007
Industry: Audio and Video Equipment     Sector: Consumer Cyclical

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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




Exclusive Consulting Agreement (“Agreement”)


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




Identifying emerging technologies, ensuring their appropriate and timely communication to Company business units, and developing and implementing plans to acquire these technologies;




Identifying market opportunities in related fields, and developing and implementing plans to realize such opportunities including by means of acquisition, licensing, and otherwise;




Assisting each business group in developing and implementing master technology roadmaps;




Assisting the Automotive OEM Group in engineering implementation and customer visits, as needed;




Identifying, developing and growing the technology talent pool for the Company;




Developing and implementing a strategic roadmap for the management, protection and commercialization of the Company’s intellectual property.


(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, disclose, furnish, disseminate, make available or, except in the course of performing your duties of employment or consultancy, use any trade secrets or confidential business and technical information of the Company or its customers or vendors, without limitation as to when or how you may have acquired such information. Such confidential information shall include, without limitation, the Company’s unique selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional product information, customer and prospective customer lists, other customer and prospective customer information and other business information. You specifically acknowledge that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in your mind or memory and whether compiled by

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