Time-Based Restricted Share Unit Agreement for Dinesh Paliwal



 Exhibit 10.5 
 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 September 1, 2009, 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 81,967 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 September 1, 2009 (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 on the third anniversary of the Date of Grant (the “Vesting Date”),
unless earlier forfeited in accordance with Section 5. 









	 	(b)	Notwithstanding the provisions of Section 4(a) above, all Restricted Share Units, to the extent not previously forfeited, shall become immediately nonforfeitable upon the
occurrence of a Change in Control (as defined below). A “Change in Control” means the occurrence, while the Grantee remains employed by the Company or a Subsidiary, 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 



  

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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 


  

	 	(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 units 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 on November 27,
2007, December 26, 2008 and September 1, 2009 (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. 

  

	 	(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, the shares of Common Stock underlying any Restricted Share Units that become non-forfeitable
as specified in this Agreement shall be transferred to the Grantee on the earlier of (i) January 18, 2013, or (ii) a Change in Control that satisfies the requirements for a change in control under Section 409A(a)(2)(A)(v) of the
Code; 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 value 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 



  

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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 or the underlying shares of Common Stock. 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 credit 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 credited amounts shall be paid to the Grantee on the settlement date set forth in
Section 6 hereof for the Restricted Share Units (without regard to whether such Restricted Share Units have been earlier forfeited). 

  

	8.	Retention of Common Stock by the Company; Withholding. The shares of Common Stock underlying any Restricted Share Units that become nonforfeitable shall, at the time set
forth in Section 6 hereof, 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 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. 

  

	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. To the extent applicable, it is intended that this Agreement and the Plan comply with, or be exempt from, the provisions of
Section 409A of the Code and be interpreted consistent with Section 409A of the Code. 

  

	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. 

  

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	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 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. 

  

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	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 G. Stacey

	Name:	 	John G. Stacey
	Title:	 	Vice President HR and Chief Human Resources Officer
		
	By:	 	 /s/ Edward H. Meyer

	Name:	 	Edward H. Meyer
	Title:	 	Chairman of the Compensation 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: September 1, 2009	 		 	 /s/ Dinesh Paliwal

		 		 	Grantee

  

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