EX-10.1



 Exhibit 10.1 

 

			
	 HARMAN
  
 400 ATLANTIC STREET
  
 STAMFORD,
CONNECTICUT
  
 06901 USA
	  	





 March 6, 2013 
 Personal & Confidential 
 Ralph Santana 

[Address Intentionally Omitted] 
 Dear Ralph:

 On behalf of HARMAN International Industries, Incorporated (“HARMAN”), I am pleased to submit to you an offer for the position of
Chief Marketing Officer. In this capacity you will report directly to Dinesh Paliwal, Chief Executive Officer and you will 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 April 1, 2013. 

Sign on Equity Grant: Subject to the approval of the Compensation and Option Committee of the Board of Directors, you will receive on your
start date a one-time equity award of 10,949 stock options under the terms of HARMAN’s 2012 Stock Option and Incentive Plan (Plan) which provides vesting of stock options ratably over a three year period from your start date. 

Base Salary: Your annual base salary will be $375,000 payable in accordance with our corporate payroll schedule. 

Bonus: Beginning with fiscal year 2013, you will be eligible to participate in the Management Incentive Compensation (MIC) program with a
target bonus opportunity equal to 50% of your base salary and a 100% maximum. This bonus program is based upon HARMAN’s achievement of its business plan, as well as your achievement of personal performance goals. This bonus will be paid on
a pro-rata basis for fiscal year 2013 as of your actual hire date. 
 Long Term Incentive Program: You will be eligible to
participate in HARMAN’s long-term incentive program at a level commensurate to your position. The next general grant is expected to be in September 2013. 
 Car Allowance: You will receive a car allowance of $1,500 per month paid in accordance with our regular payroll schedule. 
 Vacation: You will be eligible for accrual of four (4) weeks of vacation annually. 
 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 as of your date of hire. 
 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. Except as otherwise set forth
above, upon termination of your employment, HARMAN will have no further obligations to you under this letter agreement. 
 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 screen report which must be completed prior to your start date.
Please complete and return the attached background authorization form and credit check form (if applicable) within the next three (3) business days. 
 Pursuant to the requirements of the Immigration Reform & Control Act of 1986, all new hires must provide proof of identity and employment eligibility. You will be required to provide satisfactory
documented evidence of your identity and eligibility for employment in the United States, in accordance with the requirements of U.S. law within three (3) business days of your date of hire. 

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/ John Stacey 
 John Stacey 

Chief Human Resources Officer 
 HARMAN
International Industries, Incorporated 

  
 -2-









  
 I
hereby 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. 

I understand that I may be required to submit to a drug and alcohol screen. Refusal to submit to the drug and alcohol screen, or positive test results
for drugs and/or alcohol, will result in the conditional offer of employment being withdrawn.
 This offer of employment, if not previously
accepted by you, will automatically expire seven (7) days from the date of this letter, although additional time for consideration of the offer can be made available if you find it necessary. 

ACCEPTED AND AGREED: 
  

					
			
	/s/ Ralph Santana	 	 	 	3/6/13
	Ralph Santana	 		 	Date


  
 -3-