Exhibit 10.7
[FORM]
HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
AMENDED AND RESTATED 2002 STOCK
OPTION AND INCENTIVE PLAN
RESTRICTED SHARE UNIT
AGREEMENT
FOR NON-OFFICER
DIRECTORS
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. The
Plan provides for an automatic grant of Restricted Share Units to
each Non-Officer director on the date of the annual meeting of the
Company’s stockholders or, with respect to a newly elected
Non-Officer Director, upon the date of such director’s
election to the Board (such date, the “Date of
Grant”);
B.
Grantee is a Non-Officer Director of the
Company; and
C.
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 in the
Plan, the Company hereby grants to the Grantee __________
Restricted Share Units (the “Grant”). This
Agreement constitutes an “Evidence of Award” under the
Plan.
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Date of
Grant . The
effective date of the Grant is ________ (the “Date of
Grant”).
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Restrictions
on Transfer of Restricted Share Units . Other than as provided herein,
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, one-third of the Restricted
Share Units shall become nonforfeitable on each of the first three
anniversaries of the Date of Grant (each applicable date, a
“Vesting Date”), unless earlier forfeited in accordance
with Section 5.
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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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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;
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(ii)
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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;
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(iii)
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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
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