Exhibit
10.2
December
11, 2007
Mr.
Richard S. Sorota
6940
MacNeil Drive
Dublin,
OH 43017
Dear
Rich:
On
behalf of Harman International Industries, Incorporated
(“Harman”), I submit an offer for the position of
President, Harman Consumer Division. In this
capacity you will report directly to Dinesh Paliwal, President
& CEO, and will be located at our Stamford, Connecticut
office. This offer provides the
following:
Start Date : Your start date will be January 21,
2008.
Base Salary : Annualized base salary will be
$375,000 subject to review on September 1, 2008, and payable in
accordance with our regular payroll schedule in Stamford,
CT.
Signing Bonus: Within five business days after
your start date, you will be paid a cash lump sum signing bonus in
an aggregate amount of $80,000. On the first anniversary
of your start date, you will be paid a second cash lump sum signing
bonus in an aggregate amount of $40,000.
Bonus : You will be eligible to participate in
the Management Incentive Compensation program with a target bonus
opportunity equal to 55% of your base salary and an 82.5%
maximum. This bonus program is based upon Harman’s
achievement of its business plan, as well as your achievement of
personal performance goals. For the current fiscal
year ending June 30, 2008, the annual bonus shall be guaranteed at
the target level of 55%, prorated for the period of employment
(i.e., a minimum of $103,125).
Stock Options : Subject to the approval of the
Compensation and Option Committee of the Board of Directors, you
will receive a one-time stock option award of 25,000 shares of
Harman common stock under the terms of Harman’s 2002 Stock
Option and Incentive Plan (“Plan”) at a per share
exercise price equal to the fair market value as of your start
date. The option will vest 20% per year over five years
commencing on the first anniversary of the grant date, with
acceleration and other provisions as provided in the Plan and your
option agreement. You will also be eligible for a stock
option grant at the next general grant, at a level commensurate
with your position.
Restricted Stock: Subject to the approval of the
Compensation and Option Committee of the Board of Directors, you
will receive a one-time award of 5,500 shares of restricted Harman
common stock under the Plan, vesting on January 2, 2011, provided
that you are employed by Harman on that date.
Severance: If your employment is terminated by
Harman without “Cause” within the first year of
employment, you will receive one year of salary continuation and
company-paid COBRA benefits during the salary continuation
period. In addition, your restricted stock award will
vest upon termination. “Cause” is
defined in Exhibit A attached hereto. Such payments will
be subject to the execution by you of a release in substantially
the form attached hereto as Exhibit B. Harman will
furnish you with the release promptly after your termination of
employment. Your salary continuation payments will
commence on the 60 th
day after your termination of employment; provided, however, that
if on the due date for any salary continuation payment, all
revocation periods have not then expired with respect to your
release, such payment will be forfeited.
Company Car : You will have use of a
company-leased automobile, with a lease payment of approximately
$1,200 per month. Harman will bear the car expenses (
i.e.,
gasoline, insurance, car tax, repairs) associated with the business
use of the company car. You may use the company car for
private purposes, however taxes imposed with respect to private
usage will be borne by you.
Temporary Living: To accommodate the delayed
timing of your move to the Stamford, CT area we will provide
temporary housing in Stamford for up to six
months. We will also provide for airfare and
airport transportation costs for you to fly home to Ohio during
this period, not to exceed three trips in any one
month.
Cost of Living Adjustment: You will receive an
annual cost-of-living bonus of $24,000 over the next three years
($72,000 total) to assist you in absorbing the increased cost of
housing in the Stamford area. The
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