Exhibit 10.6
[FORM]
HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
AMENDED AND RESTATED 2002 STOCK
OPTION AND INCENTIVE PLAN
RESTRICTED SHARE UNIT
AGREEMENT
FOR OFFICERS AND KEY
EMPLOYEES
THIS RESTRICTED SHARE UNIT AGREEMENT (this
“Agreement”), dated as of __________ , is
entered into between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
a Delaware corporation (the “Company”), and _________
(“Grantee”). Capitalized terms used herein
but not defined shall have the meanings assigned to those terms in
the Company’s Amended and Restated 2002 Stock Option and
Incentive Plan, as amended (the “Plan”).
W I T N E S S E T
H:
A.
Grantee is an employee of the Company or a
Subsidiary of the Company; and
B.
The execution of this Agreement in the form
hereof has been authorized by the Compensation and Option Committee
of the Board (the “Committee”);
NOW, THEREFORE, in consideration of these
premises and the covenants and agreements set forth in this
Agreement, the Company and Grantee agree as follows:
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Grant of
Restricted Share Units .
Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement and the Plan, the Company hereby grants to
the Grantee __________ Restricted Share Units (the
“Grant”). Each Restricted Share Unit shall represent
the right to receive one share of the Company’s common stock,
par value $0.01 per share (“Common Stock”). This
Agreement constitutes an “Evidence of Award” under the
Plan.
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Date of
Grant . The effective
date of the grant of the Restricted Share Units is
_____________________ (the “Date of Grant”).
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Restrictions
on Transfer of Restricted Share Units . Neither the Restricted Share Units granted
hereby nor any interest therein shall be transferable other than by
will or the laws of descent and distribution.
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Vesting of
Restricted Share Units .
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Except as
otherwise provided in this Agreement, unless earlier forfeited in
accordance with Section 5, the Restricted Share Units shall become
nonforfeitable on __________ (each, a “Vesting
Date”).
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Notwithstanding
the provisions of Section 4(a) above, all Restricted Share Units
shall become immediately nonforfeitable upon the occurrence of a
Change in Control (as defined below). A “Change in
Control” means the occurrence, before this Agreement
terminates, of any of the following events:
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(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 4(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 4(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 4(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 the members of
the board of directors of the entity resulting from the Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board
providing for the Business Combination; or
(iv) approval
by the stockholders of the Company of a complete liquidation or
dissolution of the Company, except pursuant to a Business
Combination that complies with clauses (A), (B) and (C) of Section
4(b)(iii) hereof.
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Forfeiture
of Restricted Share Units.
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Except as
otherwise described in this Section 5, any of the Restricted Share
Units that remain forfeitable in accordance with Section 4 hereof
shall be forfeited if Grantee ceases for any reason to be employed
by the Company or a Subsidiary at any time prior to such shares
becoming nonforfeitable in accordance with S
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