Unassociated Document


    
      

    

    Exhibit
10.4

    


    


    December
26, 2008

     

    


    Mr.
Dinesh Paliwal

    [Address
Intentionally Omitted]

    


    Dear
Dinesh:

     

    Reference
is made to the Letter Agreement dated as of May 8, 2007, as amended by the
Letter Agreement dated as of November 29, 2007, each by and between Harman
International Industries, Incorporated (the “Company”) and you (collectively,
the “Letter Agreement”).

     

    The
purpose of this letter is to make certain revisions to the Letter Agreement in
order to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended.  Capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Letter Agreement.

     

    1.         
   Paragraph 5 of the Letter Agreement shall be amended by adding
the following at the end thereof:

     

    Bonuses
will be paid in accordance with the terms of the applicable plans.

     

    2.         
   Paragraph 11 of the Letter Agreement is amended in the
following respects:

     

    
      	
            	
              (a)

            	
              By
      amending clause (iii) thereof in its entirety to read as
      follows:

            


    

     

    (iii) a
severance payment equal to twice the sum of (X) your annual Base Salary at the
time of your termination plus (Y) your target annual bonus at the time of your
termination paid in a lump sum on the date that is six (6) months and one (1)
day after your separation from service (within the meaning of Section
409A).

     

    
      	
            	
              (b) 

            	
              By
      deleting the last sentence thereof and adding the
    following:

            


    

     

    Notwithstanding
the foregoing, (A) no payments shall be made to you under clause (iii) above
unless your termination of employment is also a separation from service (within
the meaning of Section 409A), (B) your right to receive the payments under this
Paragraph 11 will be subject to your execution and delivery of a release,
substantially in the form annexed hereto as Exhibit F, to the Company within 60
days following your separation from service, (C) the Company shall deliver an
executed release to you within five business days following your separation from
service and (D) if the Company does not execute and deliver the release to you
within five business days following your separation from service, then any
requirement for you to execute, deliver and not revoke the release as a
condition of receiving any payments under this Paragraph 11 will have no effect,
and you shall be entitled to receive any payments to which you otherwise qualify
under this Paragraph 11.  Notwithstanding the foregoing, (x) the
payment under clause (iii) shall be subject to Section 3(c) of your Severance
Agreement and (y) the termination benefits provided by Paragraph 7(f) shall be
provided in accordance with such Paragraph 7.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr.
Dinesh Paliwal

    December
26, 2008

    Page
2

    


     

    3.       
     Paragraph 14 of the Letter Agreement is amended by
adding immediately after the phrase “On any termination of your employment” the
following phrase:

     

    or, if
later, your separation from service (within the meaning of Section
409A),

     

    4.       
     Paragraph 14 of the Letter Agreement is further
amended by adding immediately after the parenthetical phrase “(“Accrued
Amounts”)” the following:

     

    , in each
case, to be paid in accordance with the terms of the applicable Company benefit
or equity plan or program.

     

    5.         
   Paragraph 16 of the Letter Agreement is amended by deleting
the last two sentences thereof and adding the following:

     

    Your
employment shall automatically terminate at the end of such six (6) month period
unless you and the Company agree otherwise.  Upon any such termination
or, if later, your separation from service (as defined under Section 409A), you
shall receive your Accrued Amounts, your Pro Rata Bonus and your Prior Year
Bonus.  Notwithstanding the foregoing, in the event that as a result
of earlier absence because of mental or physical incapacity you incur a
separation from service (within the meaning of Section 409A), you shall on such
date automatically be terminated from employment as a Disability
termination.

     

    6.    
        Paragraph 17 of the Letter
Agreement is amended by adding the following at the end thereof:

     

    Any such
reimbursement will be made no later than December 31 of the year following the
year in which the expense was incurred; provided, however, that in no event will
the reimbursements in one taxable year affect the amount of reimbursements in
any other taxable year, nor shall the right to reimbursement be subject to
liquidation or exchange for another benefit.  Any tax gross-up payment
provided in this Paragraph 17 will be made no later than the end of the calendar
year immediately following the calendar year in which you remit the related
taxes.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr.
Dinesh Paliwal

    December
26, 2008

    Page
3

    


     

    7.        
    Paragraph 18 of the Letter Agreement is amended in its
entirety to read as follows:

     

    Code Section
409A.  The intent of the parties is that payments and benefits
under this letter comply with or be exempt from Internal Revenue Code Section
409A and the regulations and guidance promulgated thereunder (collectively
“Section 409A”) and, accordingly, to the maximum extent permitted, this letter
shall be interpreted and administered to be in compliance
therewith.  To the extent that there is a material risk that any
payments under this letter, the Severance Agreement or any grant may result in
the imposition of an additional tax to you under Section 409A, Harman 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 shall use its best efforts to
ensure ongoing compliance with Section 409A.  Notwithstanding any
provision in this letter to the contrary, no payment or benefit that is deferred
compensation for purposes of Section 409A and that is due upon your termination
of employment will be paid or provided unless such termination is also a
separation from service (within the meaning of Section 409A).  For
purposes of Section 409A, your right to receive any installment payments
pursuant to this letter shall be treated as a right to receive a series of
separate and distinct payments.  Whenever a payment under this letter
specifies a payment period with reference to a number of days (e.g., “payment shall
be made within thirty (30) days following the date of termination”), the actual
date of payment within the specified period shall be within the sole discretion
of Harman.

     

    8.        
    Paragraph 19 of the Letter Agreement is amended in its
entirety to read as follows:

     

    Section 409A
Delay.  If you are at the time of your separation from service
(as defined in Section 409A) with Harman (other than as a result of your death)
a “Specified Employee”, as such term is defined under Section 409A and using the
identification methodology selected by the Company from time to time, then any
payment or the provision of any benefit that is considered deferred compensation
under Section 409A and that is payable on account of a separation from service
shall be delayed until the earlier of your death or six (6) months after your
separation from service (the “Section 409A Delay”) and shall then be promptly
paid to you in a lump sum, together with interest for the period of delay,
compounded annually, equal to the prime rate (as published in the Wall Street
Journal) in effect as of the date the payment should otherwise have been
provided, and any other payments and benefits due under the letter shall be paid
or provided in accordance with the normal payment dates specified for them
herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr.
Dinesh Paliwal

    December
26, 2008

    Page
4

    


     

    9.      
      Paragraph 20 of the Letter Agreement is
amended by following at the end of such paragraph.

     

    Any such
reimbursement will be made no later than December 31 of the year following the
year in which the expense was incurred; provided, however, that in no event will
the reimbursements in one taxable year affect the amount of reimbursements in
any other taxable year, nor shall the right to reimbursement be subject to
liquidation or exchange for another benefit.

     

    10.           The
second paragraph of Paragraph 21 of the Letter Agreement is amended by
substituting “Paragraph 11” for “Section 10” in the first and second sentences
thereof.

     

    11.           The
last sentence of the sixth paragraph of Paragraph 21 of the Letter Agreement is
amended to read as follows:

     

    In the
event the arbitrator determines that you are the prevailing party in any
arbitration, Harman shall pay your legal fees and disbursements incurred in
connection therewith on the 70th day
after such determination, as well as all costs of the AAA and the
arbitrator.

     

    12.           Paragraph
7 of Exhibit F (General Release) to the Letter Agreement is amended by adding
the following immediately after the second sentence thereof:

     

    Any such
reimbursement will be made no later than December 31 of the year following the
year in which the expense was incurred; provided, however, that in no event will
the reimbursements in one taxable year affect the amount of reimbursements in
any other taxable year, nor shall the right to reimbursement be subject to
liquidation or exchange for another benefit.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr.
Dinesh Paliwal

    December
26, 2008

    Page
5

    


     

    13.           Exhibit
H (Restricted Share Unit Agreement) to the Letter Agreement is amended in the
following respects.

     

    
      	
            	
              (a)

            	
              Clause
      (ii) of Section 6 is amended to read as
follows:

            


    

     

    the date
of his Qualifying Termination, provided that such Qualifying Termination
constitutes a “separation from service” (within the meaning of Section 409A)
or

     

    
      	
            	
              (b)

            	
              The
      second sentence of Section 7 is amended in its entirety to read as
      follows:

            


    

     

    From and
after the Date of Grant and until the Grantee is paid pursuant to Section 6, the
Company shall pay to the Grantee on the 30th day
following the date on which a normal cash dividend is paid on shares of Common
Stock, an amount of cash equal to the product of the per-share amount of the
dividend paid times the number of such Restricted Stock Units.

     

    14.           Each
award of Restricted Share Units granted prior to the date hereof by the Company
to you shall be considered to have been amended in the same manner as set forth
in Paragraph 13 of this letter.

     

    This
letter is intended to constitute an amendment to the Letter Agreement which,
subject to the provisions hereof, shall otherwise remain in full force and
effect.  In order to evidence your agreement to the foregoing, please
sign and return the enclosed copy of this document, which shall constitute a
binding agreement between the Company and you.

     

    [signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      Mr.
Dinesh Paliwal

      December
26, 2008

      Page
6

       

       

    

    IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
amendment to the Letter Agreement as of the date set forth below:

     

    


    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            HARMAN
      INTERNATIONAL INDUSTRIES, INCORPORATED

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                            /s/ Dinesh Paliwal

                          	 
      	By: 
      	
                            John Stacey

                          
	 
      	 
      	 	
                            Name:
      John Stacey

                          
	 
      	 
      	 	
                            Title:
      Chief Human Resources Officer

                          
	
                            Date:
      :December 26, 2008

                          	 
      	 	
                            Date:
      December 26,
2008