Exhibit
10.3
January
11, 2008
Mr.
John Stacey
18
Wintergreen Drive
Monroe,
CT 06468
Dear
John:
On
behalf of Harman International Industries, Incorporated
(“Harman”), I submit an offer for the position of
VP of HR and Chief Human Resources Officer. In this
capacity you will report directly to me and be a member of the
Harman Executive Committee. You will be located at
our Stamford, Connecticut office. This offer
provides the following:
Start Date : Your start date will be March 3,
2008 or an earlier date should your employment with your current
employer be terminated before February 29, 2008.
Base Salary : Annualized base salary will be
$360,000 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 $100,000. You will be paid a
second cash lump sum signing bonus in an aggregate amount of
$45,000 on the first anniversary of your start date, if you are
employed by Harman on that date.
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 $66,000).
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 April 1, 2011, if 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. Subject to the approval of the Compensation and
Option Committee of the Board of Directors, your initial stock
option grant and restricted stock award will vest upon such
termination and you would have ninety (90) days thereafter within
which you may exercise, in accordance with the terms of the Plan,
those stock options that are vested as of the Termination
Date. “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 period
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