Unassociated Document


    
      

    

    Exhibit
10.11

    


     

    HARMAN
INTERNATIONAL INDUSTRIES, INCORPORATED

    


    AMENDED
AND RESTATED 2002 STOCK OPTION AND INCENTIVE PLAN

    RESTRICTED
SHARE UNIT AGREEMENT

    


     

    THIS
RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), dated as of December 3,
2008, is entered into between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED a
Delaware corporation (the “Company”), and Dinesh Paliwal (“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 in the Plan, the Company hereby grants to
      the Grantee 73,814 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 is December 3, 2008 (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, the Restricted Share Units shall
      become nonforfeitable as follows (each applicable date, a “Vesting Date”),
      unless earlier forfeited in accordance with Section
  5:

            


    

     

    
      	
               
      

            	
              (i)

            	
              12,913
      Restricted Share Units shall become nonforfeitable on December 3,
      2009;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              32,460
      Restricted Share Units shall become nonforfeitable on March 1,
      2010;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              20,911
      Restricted Share Units shall become nonforfeitable on July 1,
      2010;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              3,765
      Restricted Share Units shall become nonforfeitable on July 1, 2011;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              3,765
      Restricted Share Units shall become nonforfeitable on July 1,
      2012.

            


    

     

    
      	
               
      

            	
              (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; provided, however, that such amounts shall become fully
      nonforfeitable if the Grantee’s employment terminates (a “Qualifying
      Termination”) on account of his death or Disability, or if his employment
      is terminated by the Company without Cause or by the Grantee for Good
      Reason (each term as defined in the letter agreement between Grantee and
      the Company, dated as of May 8, 2007, as amended from time to time (the
      “Letter Agreement”)). 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.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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, at 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 on the 30th day following the earliest of (i)
      the applicable Vesting Date, (ii) the date of his Qualifying Termination,
      provided that such Qualifying Termination constitutes a “separation from
      service” (within the meaning of Section 409A) or (iii) a Change in
      Control, provided that such Change in Control satisfies the requirements
      for a change in control under Section 409A(a)(2)(A)(v) of the Code and, if
      not, on the earlier of the date specified in clause (i) or (ii) above;
      provided, however, that the Committee in its sole discretion may settle
      the award of Restricted Share Units wholly or partly in cash, in which
      case the fair market of the Restricted Share Units shall be equal to the
      fair market value of the shares of Common Stock underlying such Restricted
      Share Units (with such fair market value determined in accordance with the
      definition under the Plan as of the date such shares would have been
      transferred under this Agreement but for the Committee’s discretion to
      settle the Restricted Share Units in cash, subject to withholding as
      provided in Section 8).

            


    

     

    
      	
              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.  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; 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 shares of Common Stock to the Grantee; provided, however, that if the
      Grantee has notified the Company of his 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.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              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.  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.

            


    

     

    
      	
              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
      most recent address on file with the
Company

            


    

     

    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; provided, however, that the definitions of Cause,
      Good Reason and Disability and any other provision covered in the Letter
      Agreement shall be interpreted in the manner set forth in the Letter
      Agreement. 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, the Plan and the Letter Agreement 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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    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:

              	
                /s/ John Stacey

              
	 
      	
                Name:  John
      Stacey

              
	 
      	
                Title:  Chief
      Human Resources Officer

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                /s/ Edward Meyer

              
	 
      	
                Name:  Edward
      Meyer

              
	 
      	
                Title:  Chairman
      - Compensation and Option
Committee

              


      

    

    


    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 hereinabove set forth.

     

    
      
        
          
            
              
                
                  	Date:  
      	
                          December 26, 2008

                        	 
      	
                          /s/ Dinesh Paliwal

                        	 
	 
      	 
      	
                          Dinesh
      Paliwal

                        	 


                

              

            

          

        

      

    

     

     

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