Exhibit 10.8
[FORM]
HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
AMENDED AND RESTATED 2002 STOCK
OPTION AND INCENTIVE PLAN
RESTRICTED SHARE UNIT
AGREEMENT
THIS RESTRICTED SHARE UNIT AGREEMENT (this
“Agreement”), dated as of ________________, is entered
into between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED a
Delaware corporation (the “Company”), and Dinesh
Paliwal (“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 in 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 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, the Restricted Share Units
shall become nonforfeitable on the third anniversary of the Date of
Grant (the “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 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
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(iv)
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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 Section 4 hereof, unless
the Committee determines to provide otherwise at the time of the
ces
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