Unassociated Document


    
      

    

    Exhibit
10.5

    


     

    [FORM]

     

    HARMAN
INTERNATIONAL INDUSTRIES, INCORPORATED

     

    AMENDED
AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN

    PERFORMANCE
BASED 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 number of Restricted Share Units that shall
      become nonforfeitable (“Earned RSUs”) on the third anniversary of the Date
      of Grant shall be the number of Restricted Share Units indicated in
      Section 1 above, subject to adjustment based upon the Company’s
      achievement of the performance goals as described on Exhibit A, over
      the period beginning on _________ and ending on
  _________.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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, including Exhibit A, 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:

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
            	
              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.

     

    
      	
              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.

            


    

     

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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: