Exhibit 10.4
September 1, 2009
Mr. Dinesh Paliwal
Dear Dinesh:
Reference is made to the Letter
Agreement, dated as of May 8, 2007, as amended on
November 29, 2007 and December 26, 2008 (the “
Letter Agreement ”), by and between Harman
International Industries, Incorporated (the “ Company
”) and you. Capitalized terms not defined herein shall have
the meanings ascribed to such terms in the Letter
Agreement.
The purpose of this letter is to
evidence certain additional understandings between you and the
Company, as follows:
1. Annual Bonus : Effective
with the Company’s fiscal year commencing July 1, 2009
(“ Fiscal 2010 ”), you will be eligible for an
annual cash target bonus opportunity equal to 200% of your Base
Salary and a maximum bonus of 300% of your Base Salary (the “
Annual Bonus ”). The Annual Bonus shall be based upon
Harman’s achievement of its business plan targets as
established annually by the Compensation Committee consistent with
the Company’s 2008 Key Executive Officers Bonus Plan or its
successor (the “ Bonus Plan ”). All or a portion
of the Annual Bonus shall be awarded pursuant to the terms of the
Bonus Plan or other applicable bonus plan, and the Annual Bonus
shall be paid no later than March 15th of the calendar year
immediately following the end of the applicable fiscal year. Your
eligibility for the Annual Bonus shall be in lieu of, and not in
addition to, any other rights that you may have to participate in
the Bonus Plan. The provisions of this paragraph supersede the
terms of Paragraph 5 of the Letter Agreement.
2. Fiscal 2010 Restricted Share
Unit Awards : As of the date hereof, you will receive a
time-based vesting restricted share unit grant in respect of 81,967
shares of Company common stock, in the form of grant set forth as
Exhibit A hereto, and a performance-based vesting restricted share
unit grant in respect of 163,934 shares of Company common stock, in
the form of grant set forth as Exhibit B hereto.
3. Future Equity Grants .
Paragraph 6 of the Letter Agreement is hereby deleted in its
entirety, it being understood that such deletion shall not affect
the terms of any outstanding awards granted prior to Fiscal 2010.
With respect to the Company’s fiscal years commencing
July 1, 2010, 2011 and 2012, you will be eligible for annual
equity grants on a basis commensurate with your title and position
at the Company (the “ Annual Equity Awards ”)
under the Company’s then in-force equity award plan. The
Annual Equity Awards in respect of an amount of Company common
shares will have a grant date total opportunity equal to at least
600% of your Base Salary, with time-based vesting awards having a
grant date total value of at least 200% of your Base Salary (a
“ Future Time-Based Award ”) and the opportunity
to earn (assuming achievement of the maximum level of performance)
the remaining portion of the total
