Exhibit 10.9
[FORM]
HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
AMENDED AND RESTATED 2002 STOCK
OPTION AND INCENTIVE PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this
“Agreement”), dated as of ________________, is entered
into between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a
Delaware corporation (the “Company”), and Dinesh
Paliwal (“Optionee”). 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. Optionee
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 Optionee agree as follows:
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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.
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Type of
Option . The
Option is intended to be a nonqualified stock option and shall not
be treated as an “incentive stock option” within the
meaning of Section 422 of the Code.
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Date of
Grant . The
effective date of the grant of this Option is ____________ (the
“Date of Grant”).
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Date of
Expiration . This Option shall expire on the
10 th
anniversary of the Date of Grant
(the “Date of Expiration”), unless earlier terminated
under Section 7(a).
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(a) Except
as otherwise provided in this Agreement, the Option shall become
vested and exercisable to the extent of one-third of the Option
Shares on each of the first three anniversaries of the Date of
Grant.
(b) Notwithstanding
the provisions of Section 5(a) above, the Option shall become
immediately exercisable in full upon the occurrence of a Change in
Control (as defined below) on or before the Termination
Date. A “Change in Control” means the
occurrence 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 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
dissoluti
