HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
2002 KEY EXECUTIVE OFFICERS BONUS PLAN
1. PURPOSE. The purpose of the 2002 Key Executive Officers Bonus Plan
(this "Plan") is to attract and retain key executives for Harman International
Industries, Incorporated, a Delaware corporation (the "Company"), and its
Subsidiaries and to provide such persons with incentives for superior
performance. Award Amounts payable under this Plan are intended to constitute
qualified "performance-based compensation" for purposes of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and Section 1.162-27 of the Treasury
Regulations promulgated thereunder (and any successor provision to either), and
this Plan shall be construed consistently with such intention.
2. DEFINITIONS. As used in this Plan,
"Award Amount" means, for each Eligible Executive, the maximum cash
award payable pursuant to Section 5 of this Plan.
"Board" means the Board of Directors of the Company.
"Change in Control" means the occurrence of any of the following events:
(a) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of 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 Voting Stock of the Company;
provided, however, that for purposes of this definition, the
following acquisitions shall not constitute a Change in Control: (i)
any issuance of Voting Stock of the Company directly from the
Company that is approved by the Incumbent Board (as defined below),
(ii) any acquisition by the Company or a Subsidiary of Voting Stock
of the Company, (iii) any acquisition of Voting Stock of the Company
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary, or (iv) any acquisition
of Voting Stock of the Company by any Person pursuant to a Business
Combination (as defined below) that complies with clauses (i), (ii)
and (iii) of subsection (c) below;
(b) 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 comprising
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-11 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;
(c) 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 such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners of Voting Stock of the
Company immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the combined voting
power of the then outstanding shares of Voting Stock of the entity
resulting from such 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), (ii) no Person (other
than the Company, such entity resulting from such Business
Combination, or any employee benefit plan (or related trust)
sponsored or maintained by the Company, any Subsidiary or such
entity resulting from such Business Combination) beneficially owns,
directly or indirectly, 25% or more of the combined voting power of
the then outstanding shares of Voting Stock of the entity resulting
from such Business Combination, and (iii) at least a majority of the
members of the Board of Directors of the entity resulting from such
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 such Business Combination; or
(d) 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 (i), (ii) and (iii)
of subsection (c) above.
"Code" means the Internal Revenue Code of 1986, as amended from time to
"Committee" means the Compensation and Option Committee of the Board or
any other committee appointed by the Board to administer this Plan; provided,
however, that in any event the Committee shall be comprised of not less than two
directors of the Company, each of whom shall qualify as an "outside director"
for purposes of Section 162(m) of the Code and Section 1.162-27(e)(3) of the
Regulations or any successor provision to either.
"Eligible Executive" means the Company's Executive Chairman, Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer and any
other executive officer of the Company that the Committee designates as an
Eligible Executive under this Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Regulations" mean the Treasury Regulations promulgated under the Code,
as amended from time to time.
"Return on Shareholder Equity Goal" means the targeted return on
shareholder equity goal for the year determined by the Committee pursuant to
Section 5 of this Plan.
"Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest.
"Voting Stock" means securities entitled to vote generally in the
election of directors.
3. ADMINISTRATION OF THIS PLAN. This Plan shall be administered by the
Committee, which shall have full power and authority to construe, interpret and
administer this Plan.
4. ELIGIBILITY. Eligibility under this Plan is limited to Eligible
(a) No later than September 28 of each fiscal year, the Committee shall
meet in order to establish (i) the Return on Shareholder Equity Goal
for the fiscal year and (ii) the Award Amount payable to each
Eligible Executive if the Return on Shareholder Equity Goal for the
fiscal year is met. "Return on shareholder equity" shall mean net
income for the fiscal year determined in accordance with generally
accepted accounting principles as reported in the Company's annual
report divided by the average shareholder equity for such year.
"Average shareholder equity" shall mean the sum of the shareholder
equity at the beginning of the year and the shareholder equity at
the end of the year, with such sum divided by two. At the beginning
of each fiscal year, the Committee shall express whether the Return
on Shareholder Equity Goal for such year shall be applied before or
after the application of "extraordinary items" (as determined in
accordance with generally accepted accounting principles).
(b) After the end of each fiscal year, the Committee shall meet to
determine and certify whether the Return on Shareholder Equity Goal
for the fiscal year has been met. In the event that the goal has
been met, the Committee shall establish the Award Amount for each
Eligible Executive for the fiscal year, exercising discretion only
to reduce the amount of the maximum cash award if in its judgment
such a reduction is appropriate.
(c) Notwithstanding any other provision of this Plan to the contrary, in
no event shall the Award Amount paid to an Eligible Executive under
this Plan for a fiscal year exceed $2,000,000.
6. COMMITTEE CERTIFICATION. As soon as reasonably practicable after the
end of each fiscal year of the Company, the Committee shall determine whether
the Return on Shareholder Equity Goal has been achieved and the amount of the
Award Amount to be paid to each Eligible Executive for such fiscal year and
shall certify such determinations in writing.
7. PAYMENT OF AWARD AMOUNTS. Subject to a valid election made by an
Eligible Executive with respect to the deferral of all or a portion of his or
her Award Amount, Award Amounts shall be paid within 30 days after written
certification pursuant to Section 6 of this Plan.
8. CHANGE IN CONTROL. In the event of a Change in Control, each Eligible
Executive shall be entitled to the Award Amount for the year (without proration
or any other reduction), provided that the Eligible Executive is (a) employed by
the Company at the time of the Change in Control or (b) if the Eligible
Executive has been terminated or removed from his or her office or position with
the Company, such action occurred (i) not more than 180 days prior to the date
on which a Change in Control occurs, and (ii) following the commencement of any
discussion with a third person that ultimately results in a Change in Control.
Any payment under this Section 8 shall be made no later than 30 days after the
effective date of the Change in Control and shall constitute payment in full of
all obligations of the Company under this Plan for such year.
9. NO RIGHT TO BONUS OR CONTINUED EMPLOYMENT. Neither the establishment of
this Plan, the provision for or payment of any amounts hereunder nor any action
of the Company, the Board or the Committee with respect to this Plan shall be
held or construed to confer upon any person (a) any legal right to receive, or
any interest in, an Award Amount or any other benefit
under this Plan or (b) any legal right to continue to serve as an officer or
employee of the Company or any Subsidiary of the Company.
10. WITHHOLDING. The Company shall have the right to withhold, or require
an Eligible Executive to remit to the Company, an amount sufficient to satisfy
any applicable federal, state, local or foreign withholding tax requirements
imposed with respect to the payment of any Award Amount.
11. NONTRANSFERABILITY. Except as expressly provided by the Committee, the
rights and benefits under this Plan shall not be transferable or assignable
other than by will or the laws of descent and distribution.
12. EFFECTIVE DATE. Subject to approval by the stockholders of the
Company, this Plan shall become effective as of July 1, 2002, and shall remain
effective until the fifth anniversary of the date of such approval, subject to
any further stockholder approvals (or reapprovals) mandated for
performance-based compensation under Section 162(m) of the Code and the
Regulations (or any successor provision to either), and subject to the right of
the Board to terminate this Plan, on a prospective basis only, at any time. All
awards under this Plan shall be null and void if this Plan is not approved by
the stockholders of the Company.