ex10_9.htm


    
      

    

    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:

    


    
      	
              1.

            	
              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.

            


    

    


    
      	
              2.

            	
              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.

            


    

    


    
      	
              3.

            	
              Date of
      Grant.  The effective date of the grant of this Option is
      ____________ (the “Date of Grant”).

            


    

    


    
      	
              4.

            	
              Date of
      Expiration.  This Option shall expire on the 10th
      anniversary of the Date of Grant (the “Date of Expiration”), unless
      earlier terminated under
Section 7(a).

            


    

    


    
      	
              5.

            	
              Vesting of
      Option.

            


    

    


    (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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (iv)           approval
by the stockholders of the Company of a complete liquidation or dissolution of
the Company, except pursuant to a Business Combination that complies with
clauses (A), (B) and (C) of Section 5(b)(iii) hereof.

    


    (v)           Notwithstanding
the provisions of Section 5(a) above, (i) the Option shall become
immediately exercisable in full if Optionee dies or becomes permanently disabled
while in the employ of the Company or a Subsidiary, or in the event that the
Optionee is terminated by the Company without Cause or terminates for Good
Reason (each as defined in the Letter Agreement between Optionee and the
Company, dated as of May 8, 2007, as amended from time to time (the “Letter
Agreement”)), and (ii) the Committee, in its sole discretion, may determine
that all or any portion of the Option shall become immediately exercisable if
Optionee retires while in the employ of the Company or a
Subsidiary.

    


    
      	
              6.

            	
              Manner of
      Exercise.

            


    

    


    (a)           To
the extent the Option is exercisable in accordance with Section 5, the
Option may be exercised by Optionee at any time, or from time to time, in whole
or in part on or prior to the Termination Date; provided, however, that Optionee
must exercise the Option in multiples of 50 Option Shares unless fewer than 50
Option Shares are available for purchase by Optionee under this Agreement at the
time of exercise.

    


    (b)           Optionee
shall exercise the Option by delivering a signed written notice to the Company,
which notice shall specify the number of Option Shares to be purchased and be
accompanied by payment in full of the Option Price and any required taxes (as
provided in the Plan) for the number of Option Shares specified for
purchase.

    


    (c)           Upon
full payment of the Option Price and any required taxes, and subject to the
applicable terms and conditions of the Plan and the terms and conditions of this
Agreement, the Company will cause certificates for the Option Shares purchased
hereunder to be delivered to Optionee.

    


    (d)           The
Optionee may reduce options to cover minimum required tax withholding and, if
there has been a Change in Control, to pay the Option Price.

    


    
      	
              7.

            	
              Termination.

            


    

    


    (a)           The
Option shall terminate on the earliest of the following dates (such date, the
“Termination Date”):

    


    (i)         
  the date that Optionee’s employment with the Company terminates for
any reason other than death or permanent disability; provided, however, that the
Optionee shall have 90 days from the date of termination of employment to
exercise the portion of the Option that had vested on or prior to the
termination of Optionee’s employment; provided further, that the Optionee shall
have 180 days from the date of termination to exercise the portion of the Option
that is vested on or prior to the termination of Optionee’s employment if such
termination is by the Company without Cause or by the Optionee for Good Reason
(each as defined in the Letter Agreement, or if the Severance Agreement dated as
of May 8, 2007 between the Company and the Optionee, or any successor agreement
(the “Severance Agreement”) is operative, as defined in the Severance
Agreement).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii)           one
year after the death or permanent disability of Optionee, if Optionee dies or
becomes permanently disabled while an employee of the Company or a Subsidiary,
or

    


    (iii)           the
Date of Expiration.

    


    (b)           During
the periods referred to in Section 7(a)(i) above and the one year period
referred to in Section 7(a)(ii) above, the Option may be exercised only to
the extent that, at the time that Optionee ceases to be an employee of the
Company or a Subsidiary, it is exercisable pursuant to Section 5
hereof.

    


    (c)           For
the purposes of this Agreement, the continuous employment of Optionee with the
Company or a Subsidiary shall not be deemed to have been interrupted, and
Optionee shall not be deemed to have ceased to be an employee of the Company or
a Subsidiary, by reason of (i) the transfer of Optionee’s employment among
the Company and its Subsidiaries, (ii) an approved leave of absence of not
more than 90 days, or (iii) the period of any leave of absence required to
be granted by the Company under any law, rule, regulation or contract applicable
to Optionee’s employment with the Company or any Subsidiary.

    


    (d)           Notwithstanding
anything elsewhere to the contrary, in no event shall Section 17(g) of the
Plan be applicable to the Option.

    


    
      	
              8.

            	
              Share
      Certificates.  All certificates evidencing Option Shares
      purchased pursuant hereto, and any certificates for Common Shares issued
      as dividends on, in exchange of, or as replacements for, certificates
      evidencing Option Shares which, in the opinion of counsel for the Company,
      are subject to similar legal requirements, shall have endorsed thereon
      before issuance such restrictive or other legends as the Company’s counsel
      may deem necessary or advisable.  The Company and any transfer
      agent shall not be required to register or record the transfer of any such
      shares unless and until the Company or its transfer agent shall have
      received from Optionee’s counsel an opinion, in a form satisfactory to the
      Company, that any such transfer will not be in violation of any applicable
      law, rule or regulation.  Optionee agrees not to sell, assign,
      pledge or otherwise dispose of any Option Shares or any Common Shares that
      are subject to restrictions on transfer described in this Section 8
      without the Company first receiving such an
  opinion.

            


    

    


    
      	
              9.

            	
              Transfer.  The
      Option may not be transferred by Optionee except by will or the laws of
      descent and distribution and may not be exercised during the lifetime of
      Optionee except by Optionee or Optionee’s guardian or legal representative
      acting on behalf of Optionee in a fiduciary capacity under state law and
      court supervision.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Compliance with
      Law.  The Company shall make reasonable efforts to comply
      with all applicable federal or state securities laws; provided, however,
      that notwithstanding any other provision of this Agreement, the Option
      shall not be exercisable if the exercise would result in a violation of
      any such laws.

            


    

    


    
      	
              11.

            	
              Employment
      Rights.  This Agreement shall not confer on Optionee any
      right with respect to the continuance of employment or other service with
      the Company or any Subsidiary.  No provision of this Agreement
      shall limit in any way whatsoever any right that the Company or a
      Subsidiary may otherwise have to terminate the employment of Optionee at
      any time.

            


    

    


    
      	
              12.

            	
              Communications.  All
      notices, demands and other communications required or permitted hereunder
      or designated to be given with respect to the rights or interests covered
      by this Agreement shall be deemed to have been properly given or delivered
      when delivered personally or sent by certified or registered mail, return
      receipt requested, U.S. mail or reputable overnight carrier, with full
      postage prepaid and addressed to the parties as
  follows:

            


    

    


    
      	
            	
              If
      to the Company, at:

            	
              400
      Atlantic Street, Suite 1500

            


    

    Stamford,
CT  06901

    Attention:
General Counsel

     

    
      	
               
      

            	
              If
      to Optionee, at:

            	
              Optionee’s
      most recent address on file with the
Company

            


    

    


    Either
the Company or Optionee may change the above designated address by written
notice to the other specifying such new address.

    


    
      	
              13.

            	
              Interpretation.  The
      interpretation and construction of this Agreement by the Committee shall
      be final and conclusive; provided, however, that the definitions of Cause,
      Good Reason, and Disability and any other provision covered in the Letter
      Agreement or Severance Agreement shall be interpreted in the manner set
      forth in the Letter Agreement or the Severance Agreement, as applicable.
      No member of the Committee shall be liable for any such action or
      determination made in good faith.

            


    

    


    
      	
              14.

            	
              Amendment in
      Writing.  This Agreement may be amended as provided in
      the Plan; provided, however, that all such amendments shall be in
      writing.

            


    

    


    
      	
              15.

            	
              Integration.  The
      Option is granted pursuant to the Plan. Notwithstanding anything in this
      Agreement to the contrary, this Agreement is subject to all of the terms
      and conditions of the Plan, a copy of which is available upon request and
      which is incorporated herein by reference, the Letter Agreement and the
      Severance Agreement.  As such, this Agreement, the Plan, the
      Letter Agreement and the Severance Agreement embody the entire agreement
      and understanding of the Company and Optionee and supersede any prior
      understandings or agreements, whether written or oral, with respect to the
      Option.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              Severance.  In
      the event that one or more of the provisions of this Agreement shall be
      invalidated for any reason by a court of competent jurisdiction, any
      provision so invalidated shall be deemed to be separable from the other
      provisions hereof and the remaining provisions hereof shall continue to be
      valid and fully enforceable.

            


    

    


    
      	
              17.

            	
              Governing
      Law.  This Agreement is made under, and shall be
      construed in accordance with, the laws of the State of
      Delaware.

            


    

    


    
      	
              18.

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original and all of which together shall constitute one and
      the same instrument.

            


    

    


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        6

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, this Agreement is executed by a duly authorized representative
of the Company on the day and year first above written.

    


    
      
        
          
            
              
                
                  	 
      	
                          HARMAN
      INTERNATIONAL INDUSTRIES, INCORPORATED

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        	 
      
	 
      	
                          Title:

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        	 
      
	 
      	
                          Title:

                        	
                          Chairman
      – Compensation and Option
Committee

                        


                

              

            

          

        

      

    

    


    The
undersigned Optionee hereby acknowledges receipt of an executed original of this
Agreement and accepts the Option subject to the applicable terms and conditions
of the Plan and the terms and conditions hereinabove set forth.

    


    
      
        
          
            	
                    Date:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	
                    Dinesh
      Paliwal

                  


          

        

      

    

     

     

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