ex10_1.htm


    
      

    

    Exhibit
10.1

    


    [HARMAN
LETTERHEAD]

     

     

    August
22, 2008

     

     

    Mr. Todd
A. Suko

    [Address
Omitted]

    


    


    Dear
Todd:

     

    On behalf
of Harman International Industries, Incorporated (“Harman”), I would like to
submit an offer to you for the position of General Counsel.  In this
capacity you will report directly to me.  You will be located at our
Stamford, Connecticut office.  This offer provides the
following:

     

    Start
Date:  Your start date will be October 1, 2008 or an earlier
date if possible.

     

    Base
Salary:  Your annual base salary will be $350,000, subject to
annual review commencing on September 1, 2009, and payable in accordance with
our regular payroll schedule in Stamford, CT.

     

    Bonus:  Beginning
with fiscal year 2009, you will be eligible to participate in the Management
Incentive Compensation (MIC) program with a target bonus opportunity equal to
65% of your base salary and a 97.5% maximum.  This bonus program is
based upon Harman’s achievement of its business plan, as well as your
achievement of personal performance goals.

     

    Stock
Options:  You will receive on your start date a one-time stock
option award of 25,000 shares of Harman common stock under the terms of the Plan
at a per share exercise price equal to the fair market value on the grant
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:  You will receive a one-time award of 5,000 shares of
restricted Harman common stock under the Plan, vesting on October 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 grants and restricted stock award will vest upon such
termination and you would have ninety (90) days thereafter within which to
exercise, in accordance with the terms of the Plan, those stock options that are
vested as of the Termination Date.  “Cause” is defined in Attachment A attached
hereto.  Such payments will be subject to the execution by you of a
release substantially in the form attached hereto as Attachment
B.  Your salary continuation payments would commence on the
60th
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 $1,500 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.

     

    Vacation:  You
will be eligible for accrual of three (3) weeks of vacation annually, pro-rated
for 2008 based on your start date.

     

    Other
Benefits:  Additional benefits, as defined by Company policy
and governing plan documents, currently include medical, dental, vision, life
insurance, short and long-term disability insurance, tuition reimbursement,
401(k) Retirement Savings Plan and all Company-paid
holidays.  Eligibility to participate in these benefits commences
thirty (30) days after your date of hire, except for the 401(k) plan under which
participation is available on the first plan enrollment date following 180 days
of employment.

     

    Section
409A:  For purposes of Section 409A of the Internal Revenue
Code, each salary continuation payment and Company-paid COBRA benefit will be
considered one of a series of separate payments.  If at the time of
your separation from service (within the meaning of Section 409A), (i) you are a
specified employee (within the meaning of Section 409A and using the
identification methodology selected by Harman from time to time) and (ii) Harman
makes a good faith determination that an amount payable hereunder constitutes
deferred compensation (within the meaning of Section 409A) the payment of which
is required to be delayed pursuant to the six-month delay rule set forth in
Section 409A in order to avoid taxes or penalties under Section 409A, then
Harman will not pay such amount on the otherwise scheduled payment date but will
instead pay it, without interest, on the first business day after such six-month
period, subject to the release requirements noted above.  To the
extent that there is a material risk that any payments under this letter or any
grant may result in the imposition of an additional tax to you under Section
409A, the company will reasonably cooperate with you to amend this letter and
related documents such that such documents and payments thereunder comply with
Section 409A without materially changing the economic value of this letter or
the arrangements hereunder to either party.

     

    The
Company will, in connection with your employment, withhold from any compensation
and benefits payable to you all federal, state, city and other taxes as
requested by you or that the Company is required to withhold pursuant to any law
or government regulation or ruling.  Harman is not hereby offering you
lifetime employment or employment for a fixed or implied period of
time.  Either you or Harman may terminate your employment at any time,
with or without cause or notice.  The at-will nature of your
employment relationship cannot be changed except in a written document signed by
you and me.  Upon termination of your employment, Harman will have no
further obligations to you under this letter agreement except to the extent
provided under “Severance” above.


    
      
         


      

      
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    Any
dispute concerning termination of your employment shall be resolved by final and
binding arbitration before a neutral arbitrator.  The arbitrator shall
be selected by mutual agreement or in accordance with the procedures of the
American Arbitration Association and the employment arbitration rules of the
American Arbitration Association shall apply.  Such arbitration shall
be conducted in Stamford, Connecticut or such other location as to which you and
Harman agree.  The law of Connecticut, without regard to its choice of
law rules, shall govern any such dispute, and the arbitrator shall not have
authority to vary or alter the terms of this letter.

     

    You will
be expected to sign the Company’s standard form of Invention and Secrecy
Agreement on your start date.

     

    Your
acceptance of this offer and subsequent employment at Harman will be conditional
upon Harman’s receipt of an acceptable background screening report which must be
completed prior to your start date.  Upon your acceptance of this
offer you will be contacted by human resources related to the background
screening process.

     

    You
acknowledge and agree that your acceptance of this offer will violate no
agreements or arrangements with other individuals or entities, or duties to your
current employer.  Please sign and return the original of this
letter.  You should retain one copy of this letter for your
files.

     

    I look
forward to working with you and welcome the contributions you will bring to this
outstanding company.

     

     

    Best
regards,

     

    /s/
Dinesh C. Paliwal

     

    Dinesh C.
Paliwal

    Chairman
& Chief Executive Officer

    Harman
International


    
      
         


      

      
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    I accept
your offer of employment and agree to the provisions stated in this
letter.   I acknowledge and agree that this letter constitutes
the entire agreement between Harman and me and supersedes all prior verbal or
written agreements, arrangements or understandings pertaining to my offer of
employment.  I understand that I am employed at will and that my
employment can be terminated at any time, with or without cause, at the option
of either the Company or me.

    
 

    ACCEPTED
AND AGREED:

     

     

    
      
        
          	
                  /s/ Todd A. Suko

                	 
      	
                  September 2, 2008

                	 
	
                  Todd
      A. Suko

                	 
      	
                  Date

                	 


        

      

    


    
      
         


      

      
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    Attachment  “A”

     

    Termination
Definitions

     

    “Cause”
means:

     

    
      	
               
      

            	
              (i)

            	
              You
      have been convicted of a felony; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              You
      have engaged in conduct that constitutes willful gross neglect or willful
      gross misconduct with respect to your employment duties which results in
      material economic harm to Harman, as determined by the Company’s Board of
      Directors in its reasonable
discretion.

            



      
        
           


        

        
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Attachment
“B”

     

    SAMPLE
RELEASE (“Release”)

     

    In
consideration of the agreement by Harman International Industries, Inc. (the
“Company” or “Employer”) to provide the benefits described in the above
agreement between me and the Company dated __________ (the “Agreement”) and in
consideration for the Company’s other promises in the Agreement and herein, I
agree as follows:

     

    
      	
              1.

            	
              Release of Known and
      Unknown Claims by Me.

            


    

     

    
      	
               
      

            	
              a)

            	
              I
      hereby release and forever discharge the Company and each of its
      associates, owners, stockholders, affiliates, divisions, subsidiaries,
      predecessors, successors, heirs, assigns, agents, directors, officers,
      partners, employees, representatives, and insurers (collectively, the
      “Company Releasees”) of and from any and all manner of action or actions,
      cause or causes of actions, in law or in equity, suits, debts, liens,
      contracts, agreements, promises, liabilities, claims, demands, damages,
      loss, cost or expense, of any nature whatsoever, known or unknown, fixed
      or contingent, which I now have or may have against the Company or any
      Company Releasee to the extent acting by, through, under or in concert
      with the Company, by reason of any matter, cause or thing whatsoever from
      the beginning of time to the Effective Date.  The claims
      released herein include, without limitation, claims arising out of, based
      upon, or relating to the hire, employment, remuneration or termination of
      my employment and any claims constituting, arising out of, based upon, or
      relating to any tort theory, any express or implied contract, Title VII of
      the Civil Rights Act of 1964, the Civil Rights of 1866, the Civil Rights
      Act of 1991, the Age Discrimination in Employment Act (29 U.S.C. §§621 et
      seq.), the Equal Pay Act, the Fair Labor Standards Act, the Consolidated
      Omnibus Budget Reconciliation Act, the Employee Retirement Income Security
      Act, the Family and Medical Leave Act, the Americans with Disabilities
      Act, and any other local, state or federal law governing the employment
      relationship.  Notwithstanding anything herein to the contrary,
      nothing herein or otherwise shall release the Company from any claims,
      rights or damages that I may have (i) under the Agreement or this Release;
      (ii) as a stockholder in the Company; or (iii) that may not be released or
      waived as a matter of law.

            


    

     

    
      	
               
      

            	
              b)

            	
              I
      expressly acknowledge, agree and recite that (i) the release and waiver
      set forth in subsection 1(a) above are written in a manner I understand;
      (ii) in executing this Release, I am not waiving rights or claims that may
      arise after the date that this Release becomes effective; (iii) I am
      waiving rights or claims only in exchange for consideration in addition to
      anything to which I am otherwise entitled; (iv) I have entered into and
      executed this Release knowingly and voluntarily; (v) I have read and
      understand this Release in its entirety; and (vi) I have not been forced
      to sign this Release by any employee or agent of
  Employer.

            


    

     

    
      	
               
      

            	
              c)

            	
              I
      represent and warrant that there has been no assignment or other transfer
      of any interest in any claims released hereunder, and I agree to indemnify
      and hold the Company Releasees harmless from any liability, claims,
      demands, damages, reasonable costs, reasonable expenses and reasonable
      attorney’s fees incurred by the Company Releasees as a result of any
      person asserting any such assignment or transfer.  It is the
      intention of the parties that this indemnity does not require payment as a
      condition precedent to recovery by the Company Releasees against me under
      this indemnity.

            


    


    
      
         


      

      
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              d)

            	
              I
      agree that, except for claims made to or brought by the Equal Employment
      Opportunity Commission (“EEOC”), if I hereafter commence, join in, or in
      any manner seek relief through any suit arising out of, based upon or
      relating to any of the claims released hereunder, or in any manner assert
      against the Company Releasees any of the claims released hereunder, I
      shall pay to the Company Releasees in addition to any other damages caused
      to the Company Releasees thereby, all reasonable attorneys fees incurred
      by the Company Releasees in defending or otherwise responding to said suit
      or claim.

            


    

     

    
      	
               
      

            	
              e)

            	
              It
      is my intention that my execution of this Release will forever bar every
      claim, demand, cause of action, charge and grievance released
      above.

            


    

     

    
      	
              2.

            	
              Assumption of
      Risk.  Each of the parties fully understands that if any
      fact with respect to any matter covered by this Release is found hereafter
      to be other than, or different from, the facts now believed by any of the
      parties to be true, each of the parties expressly accepts and assumes the
      risk of such possible difference in fact and agrees that the release
      provisions hereof shall be and remain effective notwithstanding any such
      difference in fact.

            


    

     

    
      	
              3.

            	
              No Pending
      Actions.  I represent that I do not presently have on
      file any complaint, charge or claim (civil, administrative or criminal)
      against the Company in any court or administrative forum, or before any
      governmental agency or entity.  I represent that I will not
      hereafter file any complaints, charges or claims (civil, administrative or
      criminal) against the Company with any administrative, state, federal or
      other governmental entity, agency, board or court (except the EEOC) with
      respect to the claims released in Section 1
  above.

            


    

     

    
      	
              4.

            	
              Proprietary and
      Privileged Information.  I agree and acknowledge that
      during the course of my employment with Company, I received confidential
      and/or proprietary information relating to, without limitation, Company
      and its subsidiaries’ and affiliates’ business and marketing strategies,
      finances, benefit plans, systems, products and employees.  I
      agree on the date upon which I sign this Release to return to the Company
      any and all documents, papers and material (including any of the same
      stored on electronic media such as diskettes or tapes) containing such
      confidential and/or proprietary information which has not theretofore been
      returned to the Company, although I may retain the laptop computer as
      provided in the Agreement.  I further agree that, following my
      signing of this Release and for so long thereafter as such information is
      not in the public domain through no fault of mine, I will not use or
      disclose any such confidential and/or proprietary information, either
      directly or indirectly, to or for the benefit of any other person, firm or
      corporation.  The provisions of this Section 4 supplement, but
      do not replace, my legal and other contractual obligations (if any)
      relating to confidential Company
information.

            


    

     

    
      	
              5.

            	
              No Admission of
      Liability.  I understand and agree that neither the
      execution of this Release nor the performance of any term hereof shall
      constitute or be construed as an admission of any liability whatsoever by
      either the Company or me, as both the Company and I have consistently
      taken the position that it/I have no liability whatsoever to the
      other.

            


    

     

    
      	
              6.

            	
              Confidentiality.  The
      terms and conditions of this Release shall be kept confidential by the
      Company as well as by me; provided, that it shall
      not be a breach of this Release for me to present this Release under seal
      to any court called upon to enforce it, and, so long as such disclosure is
      accompanied by a warning that the recipient must keep the information
      confidential, it also shall not be a breach of this Release for me to
      disclose any part of this Release or the information contained herein to a
      member of my immediate family or to my legal counsel or tax or financial
      advisor(s); provided
      further, that it shall not be a breach of this Release for me to
      comply with a valid court order or subpoena requiring the disclosure of
      any information about this Release, or as otherwise required by
      law.

            


    


    
      
         


      

      
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              7.

            	
              Arbitration.  The
      parties hereby agree to submit any claim or dispute arising out of the
      terms of the Agreement or this Release to private and confidential
      arbitration by a single neutral arbitrator.  Subject to the
      terms of this paragraph, the arbitration proceedings shall be governed by
      the then current Rules of the American Arbitration Association (“AAA”) and
      shall be conducted in New York, N.Y., or such other location upon which
      Company and I agree.  The arbitrator shall be appointed by
      agreement of the Company and me or, if no agreement can be reached within
      two weeks of the matter’s first submission to the AAA, by the AAA pursuant
      to its Rules.  The decision of the arbitrator shall be final and
      binding on the Company and me, and judgment thereon may be entered in any
      court having jurisdiction.  All costs of the arbitration
      proceeding, including reasonable attorneys’ fees and witness expenses,
      shall be paid by the party against whom the arbitrator
      rules.  This arbitration procedure is intended to be the
      exclusive method of resolving any claim for breach of the Agreement or
      this Release; provided, however, that
      nothing in this Section 7 shall prohibit either the Company or me from
      requesting a court of law to issue any injunction to prohibit future
      breaches of Section 4 or any obligation referred to in the last sentence
      of Section 4.  This Release and the Agreement shall be governed
      by, and construed in accordance with, the laws of the State of New York
      (excluding the choice of law rules
thereof).

            


    

     

    
      	
              8.

            	
              Attorneys’
      Fees.  If the Company or I bring an action or proceeding
      for breach of the Agreement or this Release or to enforce its or my rights
      hereunder or thereunder, the prevailing party shall be entitled to recover
      its costs and expenses, including court and/or arbitration costs and
      reasonable attorneys’ fees, if any, incurred in connection with such
      action.

            


    

     

    
      	
              9.

            	
              Return of Employer
      Property.  I represent that I have returned to the
      Company all Company products, samples, equipment, parts, inventory,
      manuals, technical information and other Company materials in my
      possession or under my control, except those with respect to which I have
      made arrangements with the Company to pick up or otherwise deliver to the
      Company and except as otherwise provided in the
      Agreement.  Company’s receipt of all such items which I am
      obligated to return is a condition of its obligation to provide me the
      benefits described in the above
Agreement.

            


    

     

    
      	
              10.

            	
              Construction of
      Agreement and Release.  The Agreement and this Release
      shall be construed as a whole in accordance with their fair meaning and in
      accordance with the laws of the State of New York.  Neither the
      language of the Agreement nor that of this Release shall be construed for
      or against any particular party, solely by reason of
      authorship.  Each and every covenant, term, provision and
      agreement herein contained shall be binding upon and inure to the benefit
      of the successors and assigns of the parties hereto.  The
      headings used herein and in the Agreement are for reference only and shall
      not affect the construction of any of
them.

            


    

     

    
      	
              11.

            	
              Sole
      Agreement.  The Agreement, this Release, and the
      obligations referred to in the last sentence of Section 4 above (if any),
      represent the sole and entire agreement between the parties and supersede
      all prior agreements, negotiations and discussions between the parties
      and/or their respective counsel with respect to the subject matters
      covered hereby.

            


    


    
      
         


      

      
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              12.

            	
              Severability.  In
      the event that any one or more of the provisions contained in the
      Agreement and this Release shall, for any reason, by held to be invalid,
      void, illegal or unenforceable in any respect, such invalidity, voidness,
      illegality or lack of enforceability shall not affect any other provision
      of the Agreement or this Release, as the case may be, and the remaining
      portions shall remain in full force and
effect.

            


    

     

    
      	
              13.

            	
              Amendment to
      Agreement.

            


    

     

    
      	
               
      

            	
              a)

            	
              Any
      amendment or modification of the Agreement or this Release must be made in
      a writing signed by me and a duly authorized representative of the Company
      and stating the intent of both parties to amend the Agreement or the
      Release, as applicable.

            


    

     

    
      	
               
      

            	
              b)

            	
              Notices.  All
      notices, requests, demands and other communications hereunder must be in
      writing, marked “Personal and Confidential,” and shall be deemed to have
      been given if delivered by hand or mailed by first class, postage and
      registry fees prepaid, and addressed as
follows:

            


    

     

    
      
        
          
            
              
                	 
      	
                        (1)

                      	
                        If
      to Employee:

                      	
                        XXXXXX

                      
	 	 	 	 
	 
      	
                        (2)

                      	
                        If
      to Company:

                      	
                        Attn:  Chief
      Executive Officer

                      
	 
      	 
      	 
      	
                        Harman
      International Industries, Inc.

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        400
      Atlantic Street, 15th Floor

                      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                        Stamford,
      CT
06901

                      


              

            

          

        

      

    

     

    
      	
              14.

            	
              Revocation;
      Effectiveness.  I understand that I have the right to
      revoke this Release within seven (7) calendar days after I sign
      it.  This Release will become effective and enforceable only
      after I have signed it and upon expiration of the seven-day revocation
      period with no revocation taking place (the “Effective
      Date”).  I understand that if I desire to revoke this Release, I
      must give actual, written notice of revocation to the above person at the
      above address before the seven-day revocation period
    expires.

            


    

     

    The date
indicated and my signature below acknowledge my review, understanding and full,
knowing and voluntary acceptance of the terms and conditions set forth in this
Release.

     

    IN
WITNESS WHEREOF, I, intending to be legally bound hereby, have executed this
Release.

     

    
      
        
          
            
              	 
      	 
      	 
      	 
	
                      XXXXXXXXX
      (“Employee”, “me”, or “I”)

                    	 
      	
                      Date

                    	 


            

          

        

      

    

    


     

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