Exhibit
10.1
HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED
2002 STOCK OPTION
AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
FOR OFFICERS AND KEY EMPLOYEES
THIS
INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), dated as of
__________, is entered into between HARMAN INTERNATIONAL
INDUSTRIES, INCORPORATED, a Delaware corporation (the "Company"),
and __________ ("Optionee"). Capitalized terms used herein
but not defined shall have the meanings assigned to those terms in
the Company's 2002 Stock Option and Incentive Plan (the
"Plan").
W I T N E S S E T
H:
A. Optionee
is an employee of the Company or a Subsidiary of the Company;
B. The
execution of this Agreement in the form hereof has been authorized
by the Compensation and Option Committee of the Board (the
"Committee"); and
NOW,
THEREFORE, in consideration of these premises and the covenants and
agreements set forth in this Agreement, the Company and Optionee
agree as follows:
1.
Grant of Option . The Company hereby grants to
Optionee, effective as of the Date of Grant (as defined in
Section 3), an option (the "Option") to purchase __________
shares (the "Option Shares") of the Company's common stock, par
value $0.01 per share ("Common Shares"), at the price of $_____ per
share (the "Option Price"). This Agreement constitutes an
"Evidence of Award" under the Plan.
2.
Type of Option . The Option is intended to qualify as
an "incentive stock option" within the meaning of Section 422 of
the Code or any successor provision.
3.
Date of Grant . The effective date of the grant of
this Option is __________ (the "Date of Grant").
4.
Date of Expiration . This Option shall expire on the
_____ anniversary of the Date of Grant (the "Expiration Date"),
unless earlier terminated under Section 7(a).
5.
Vesting of Option .
(a) Except
as otherwise provided in this Agreement, the Option shall become
vested and exercisable to the extent of _____% of the Option Shares
on each of the first _____ anniversaries of the
Date of Grant.
(b) Notwithstanding
the provisions of Section 5(a) above, the Option shall become
immediately exercisable in full (unless previously terminated as
provided in Section 7 below) upon the occurrence of a Change
in Control (as defined below). A "Change in Control" means
the occurrence, before the Option terminates, of any of the
following events:
(i) the
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of the combined voting power of the
then outstanding securities of the Company entitled to vote
generally in the election of directors (the "Voting Shares");
provided , however , that for purposes of this
Section 5(b)(i), the following acquisitions shall not constitute a
Change in Control: (A) any issuance of Voting Shares directly from
the Company that is approved by the Incumbent Board (as defined in
Section 5(b)(ii) below), (B) any acquisition by the Company or a
Subsidiary of Voting Shares, (C) any acquisition of Voting Shares
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary or (D) any acquisition
of Voting Shares by any Person pursuant to a Business Combination
that complies with clauses (A), (B) and (C) of Section 5(b)(iii)
below;
(ii) individuals
who, as of the date hereof, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of
the Board; provided , however , that any individual
becoming a Director after the date hereof whose election, or
nomination for election by the Company's stockholders, was approved
by a vote of at least two-thirds of the Directors then constituting
the Incumbent Board (either by a specific vote or by approval of
the proxy statement of the Company in which such person is named as
a nominee for director, without objection to such nomination) shall
be deemed to have been a member of 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 (within the meaning of Rule 14a‑12 of the
Exchange Act) 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 Board;
(iii) consummation
of a reorganization, merger or consolidation, a sale or other
disposition of all or substantially all of the assets of the
Company or other transaction (each, a "Business Combination"),
unless, in each case, immediately following the Business
Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners of Voting Shares
immediately prior to the Business Combination beneficially own,
directly or indirectly, more than 50% of the combined voting power
of the then outstanding Voting Shares of the entity resulting from
the Business Combination (including, without limitation, an entity
which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries), (B) no Person (other than the
Company, such entity resulting from the Business Combination, or
any employee benefit plan (or related trust) sponsored or
maintained by the Company, any Subsidiary or such entity resulting
from the Business Combination) beneficially owns, directly or
indirectly, 25% or more of the combined voting power of the then
outstanding Voting Shares of the entity resulting from the Business
Combination and (C) at least a majority of
