Unassociated Document


    
      

    

    Exhibit
10.6

    


     

    [FORM]

     

    HARMAN
INTERNATIONAL INDUSTRIES, INCORPORATED

     

    AMENDED
AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN

    RESTRICTED
SHARE UNIT AGREEMENT

    FOR
OFFICERS AND KEY EMPLOYEES

    


     

    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.        
   Grantee 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 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 the Plan, the Company hereby grants to the
      Grantee __________ Restricted Share Units (the “Grant”). Each Restricted
      Share Unit shall represent the right to receive one share of the Company’s
      common stock, par value $0.01 per share (“Common Stock”). This Agreement
      constitutes an “Evidence of Award” under the
  Plan.

            


    

     

    
      	
              2.

            	
              Date of Grant. The
      effective date of the grant of the Restricted Share Units is
      _____________________ (the “Date of
Grant”).

            


    

     

    
      	
              3.

            	
              Restrictions on Transfer of
      Restricted Share Units. 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, unless earlier forfeited in
      accordance with Section 5, the Restricted Share Units shall become
      nonforfeitable on __________ (each, a “Vesting
      Date”).

            


    

     

    
      	
               
      

            	
              (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.

     

    
      	
              5.

            	
              Forfeiture of Restricted Share
      Units.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as otherwise described in this Section 5, any of the Restricted Share
      Units that remain forfeitable in accordance with Section 4 hereof shall be
      forfeited if Grantee ceases for any reason to be employed by the Company
      or a Subsidiary at any time prior to such shares becoming nonforfeitable
      in accordance with Section 4 hereof, unless the Committee determines to
      provide otherwise at the time of the cessation of the Grantee’s
      employment. For the purposes of this Agreement, the Grantee’s employment
      with the Company or a Subsidiary shall not be deemed to have been
      interrupted, and Grantee shall not be deemed to have ceased to be an
      employee of the Company or a Subsidiary, by reason of (i) the transfer of
      Grantee’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 Grantee’s employment with the
      Company or any Subsidiary.

            


    

     

    
      	
               
      

            	
              (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. Subject to Section 10, on the 70th
      day after such time as the Restricted Share Units shall become
      nonforfeitable as specified in this Agreement, shares of Common Stock
      underlying such Restricted Share Units shall be transferred to the
      Grantee, except as otherwise provided in Section 8 [; provided, however,
      that the Committee, in its sole discretion, may settle the award of
      Restricted Share Units wholly or partly in
  cash].

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              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 and a
      stock certificate representing such shares of Common Stock is issued to
      the Grantee.  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 not pay to the Grantee any dividends with respect to the Restricted
      Share Units.

            


    

     

    
      	
              8.

            	
              Retention of Common Stock by
      the Company; Withholding. The shares of Common Stock underlying the
      Restricted Share Units shall be released to the Grantee by the Company’s
      transfer agent at the direction of the Company.  At such time as
      the Restricted Share Units become nonforfeitable and payable as specified
      in this Agreement, the Company shall direct the transfer agent to forward
      all such nonforfeitable shares of Common Stock to the Grantee; provided,
      however, that if 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. [The cash, if any, paid to Grantee pursuant to Section 6 above
      shall be reduced by any required tax withholding or other required
      governmental deduction.]  The foregoing provisions of this
      Section 8 are in all events subject to Section
  10.

            


    

     

    
      	
              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.

            


    

     

    
      	
              10.

            	
              Compliance with Section 409A of
      the Code.

            


    

     

    
      	
               
      

            	
              (a)

            	
              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(a) 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

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Subject
      to Section 10(a), if (i) Restricted Share Units become nonforfeitable due
      to the application of Section 4(b), (ii) the Change in Control is not
      described by Section 409A(a)(2)(A)(v) of the Code and (iii) any payment
      that would otherwise be received by the Grantee would be considered
      deferred compensation under Section 409A, then such payment will instead
      be paid on the 30th
      day after the earliest of (x) the applicable date set forth in Section
      4(a) on which the Restricted Share Units would otherwise have become
      nonforfeitable, (y) the Grantee’s separation from service, and (z) a
      Change in Control that is described by Section 409A(a)(2)(A)(v) of the
      Code.  In the event this Section 10(b) 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 30th
      day after the earliest of the dates specified in clauses (i), (ii) and
      (iii) above.

            


    

     

    
      	
              11.

            	
              Relation to Other
      Benefits. Any economic or other benefit to the Grantee under this
      Agreement shall not be taken into account in determining any benefits to
      which the Grantee may be entitled.

            


    

     

    
      	
              12.

            	
              Relation to Plan. This
      Agreement is subject to the terms and conditions of the Plan. In the event
      of any inconsistent provisions between this Agreement and the Plan, the
      Plan shall govern. Capitalized terms used herein without definition shall
      have the meanings assigned to them in the Plan. The Committee, acting
      pursuant to the Plan shall, except as expressly provided otherwise herein,
      have the right to determine any questions which arise in connection with
      this grant.

            


    

     

    
      	
              13.

            	
              Employment Rights. This
      Agreement shall not confer on Grantee any right with respect to the
      continuance of employment or other services 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 Grantee at any
  time.

            


    

     

    
      	
              14.

            	
              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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


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

     

    
      	
              15.

            	
              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.

            


    

     

    
      	
              16.

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

            


    

     

    
      	
              17.

            	
              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, a copy of which is available upon request and which 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.

            


    

     

    
      	
              18.

            	
              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.

            


    

     

    
      	
              19.

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

            


    

     

    
      	
              20.

            	
              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
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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:

                    	 
      


            

          

        

      

    

    


    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:

                                                            	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                                                              Date
      of Hire:

                                                            	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	
                                                              Subsidiary
      or Division: