ex10_7.htm


    
      

    

    Exhibit
10.7

    


    


    [FORM]

    


    HARMAN
INTERNATIONAL INDUSTRIES, INCORPORATED

    


    AMENDED
AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN

    RESTRICTED
SHARE UNIT AGREEMENT

    FOR
NON-OFFICER DIRECTORS

    


    


    THIS
RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), dated as of __________, is
entered into between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED a Delaware
corporation (the “Company”), and __________ (“Grantee”).  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.           The
Plan provides for an automatic grant of Restricted Share Units to each
Non-Officer director on the date of the annual meeting of the Company’s
stockholders or, with respect to a newly elected Non-Officer Director, upon the
date of such director’s election to the Board (such date, the “Date of
Grant”);

    


    B.       
    Grantee is a Non-Officer Director of the Company;
and

    


    C.       
    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 Grantee agree as
follows:

    


    
      	
              1.

            	
              Grant of Restricted Share
      Units.  Subject to and upon the terms, conditions, and
      restrictions set forth in this Agreement and in the Plan, the Company
      hereby grants to the Grantee __________ Restricted Share Units (the
      “Grant”).  This Agreement constitutes an “Evidence of Award”
      under the Plan.

            


    

    


    
      	
              2.

            	
              Date of
      Grant.  The effective date of the Grant is ________ (the
      “Date of Grant”).

            


    

    


    
      	
              3.

            	
              Restrictions on Transfer of
      Restricted Share Units.  Other than as provided herein,
      neither the Restricted Share Units granted hereby nor any interest therein
      shall be transferable other than by will or the laws of descent and
      distribution.

            


    

    


    
      	
              4.

            	
              Vesting of Restricted Share
      Units.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as otherwise provided in this Agreement, one-third of the Restricted Share
      Units shall become nonforfeitable on each of the first three anniversaries
      of the Date of Grant (each applicable date, a “Vesting Date”), unless
      earlier forfeited in accordance with
  Section 5.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the provisions of Section 4(a) above, all Restricted Share Units shall
      become immediately nonforfeitable upon the occurrence of a Change in
      Control (as defined below).  A “Change in Control” means the
      occurrence, before this Agreement terminates, 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 4(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 4(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 4(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 4(b)(iii)
      hereof.

              


      

    

    


    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      the provisions of Section 4(a) above, all Restricted Share Units shall
      immediately become nonforfeitable upon Grantee’s termination of service
      from the Board (i) after Grantee has both attained age 65 and completed at
      least five years of service as a Director, (ii) because of the
      Grantee’s death, or (iii) because the Grantee has become permanently
      disabled.

            


    

    


    
      	
              5.

            	
              Forfeiture of Restricted Share
      Units.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Any
      of the Restricted Share Units that remain forfeitable in accordance with
      Section 4 hereof shall be forfeited if Grantee’s service as a
      non-officer director ceases for any reason, other than subsequently
      becoming an officer or employee of the Company or a Subsidiary while
      remaining a director, prior to the applicable Vesting Date and prior to
      such shares becoming nonforfeitable in accordance with Section 4
      hereof.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      of the Restricted Share Units that remain forfeitable in accordance with
      Section 4 shall be forfeited on the date that the Committee
      determines that such Restricted Share Units shall be forfeited under the
      circumstances described in Section 17(g) of the
  Plan.

            


    

    


    
      	
              6.

            	
              Payment of Restricted Share
      Units.  The restrictions on transfer on the Restricted
      Share Units imposed by Section 3 shall lapse and the shares of Common
      Stock underlying the Restricted Share Units shall be transferred to the
      Grantee (or to the Grantee’s estate as the case may be), except as
      otherwise provided in Section 8 and Section 10, upon the first
      to occur of the following events[; provided, however, that the Committee,
      in its sole discretion, may settle the award of Restricted Share Units
      wholly, or partly in cash]:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      death of the Grantee;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      disability of the Grantee, as the term “disability” is defined for
      purposes of Section 409A of the
Code;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              a
      Change in Control, provided that such event constitutes a “change in the
      ownership or effective control of the corporation, or in the ownership of
      a substantial portion of the assets of the corporation,” as that term is
      defined for purposes of Section 409A of the Code;
  and

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      separation from service from the Company of the Grantee, as the term
      “separation from service” is defined for purposes of Section 409A of the
      Code.

            


    

    


    
      	
              7.

            	
              Dividend, Voting and Other
      Rights.  The Grantee shall have no rights of ownership in
      the Restricted Share Units and shall have no voting rights with respect to
      such Restricted Share Units until the date on which the shares of Common
      Stock are transferred to the Grantee pursuant to Section 6
      above.  From and after the Date of Grant and until the earlier
      of (a) the time when the Grantee receives the shares of Common Stock
      underlying the Restricted Share Units in accordance with Section 6
      hereof or (b) the time when the Grantee’s right to receive the Restricted
      Share Units is forfeited in accordance with Section 5 hereof, the
      Company shall pay to the Grantee whenever 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
      Share Units.  Such payment shall be made within 30 days after
      the corresponding dividend payment is made to the stockholders of the
      Company.

            


    

    


    
      	
              8.

            	
              Retention of Common Stock by
      the Company.  At such time as the Restricted Share Units
      become payable as specified in this Agreement, the Company shall direct
      the transfer agent to forward all such payable shares of Common Stock to
      the Grantee, except in the event that the Grantee has notified the Company
      of his or her election to satisfy any tax obligations by surrender of a
      portion of such shares, the transfer agent will be directed to forward the
      remaining balance of shares after the amount necessary for such taxes has
      been deducted.

            


    

    


    
      	
              9.

            	
              Compliance with
      Law.  The Company shall make reasonable efforts to comply
      with all applicable federal and state securities laws; provided, however,
      notwithstanding any other provision of this Agreement, the Company shall
      not be obligated to issue any shares of Common Stock or other securities
      pursuant to this Agreement if the issuance thereof would, in the
      reasonable opinion of the Company, result in a violation of any such
      law.  In such case, the Company shall comply with Treasury
      Regulation section
1.409A-2(b)(7)(ii).

            


    

    


    
      	
              10.

            	
              Compliance with Section 409A of
      the Code.  Notwithstanding any provision of this
      Agreement to the contrary, if the Grantee is a “specified employee”
      (within the meaning of Section 409A of the Code (“Section 409A”) and
      determined pursuant to procedures adopted by the Company from time to
      time) at the time of his “separation from service” (within the meaning of
      Section 409A) and if any payment to be received by the Grantee under
      Section 6 or Section 8 upon his separation from service would be
      considered deferred compensation (the “Delayed Payment”) under Section
      409A, then the following provisions will apply to the Delayed
      Payment.  Each such payment of deferred compensation that would
      otherwise be payable pursuant to Section 6 or Section 8 during the
      six-month period immediately following the Grantee’s separation from
      service will instead be paid or made available on the earlier of (i) the
      first business day of the seventh month following the date the Grantee
      incurs a separation from service and (ii) the Grantee’s
      death.  In the event this Section 10 applies, the fair
      market value of the Restricted Share Units shall be the fair market value,
      as determined in accordance with the Plan, on the earlier of the dates
      specified in clauses (i) and (ii) above.  To the extent
      applicable, it is intended that this Agreement and the Plan comply with
      the provisions of Section 409A and shall be interpreted consistent with
      Section 409A.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              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 Grantee, at:

            	
              Grantee’s
      address provided by Grantee on the last page
  hereof

            


    

    


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

    


    
      	
              12.

            	
              Interpretation.  The
      interpretation and construction of this Agreement by the Committee shall
      be final and conclusive.  No member of the Committee shall be
      liable for any such action or determination made in good
      faith.

            


    

    


    
      	
              13.

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

            


    

    


    
      	
              14.

            	
              Integration.  The
      Restricted Share Units are 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, including but not limited to Section 10 of the
      Plan.  A copy of the Plan is available upon request and is
      incorporated herein by reference.  As such, this Agreement and
      the Plan embody the entire agreement and understanding of the Company and
      Grantee and supersede any prior understandings or agreements, whether
      written or oral, with respect to the Restricted Share
    Units.

            


    

    


    
      	
              15.

            	
              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.

            


    

    


    
      	
              16.

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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              17.

            	
              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.

            


    

    


    


    [REST
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        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:

                    	 
      


            

          

        

      

    

    


    The
undersigned Grantee acknowledges receipt of an executed original of this
Agreement and accepts the Restricted Share Units subject to the applicable terms
and conditions of the Plan and the terms and conditions hereinabove set
forth.

    


    
      
        
          
            	
                    Date:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	
                    Grantee

                  


          

        

      

    

    


    


    GRANTEE:    Please
complete/update the following information.

    


    


    
      
        
          
            
              
                
                  	
                          Name:

                        	 
      
	 
      	 
      
	
                          Home
      Address:

                        	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                          Social
      Security Number:

                        	 
      


                

              

            

          

        

      

    

     

     

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