-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NSoLjjr5e8uAbcy5u3BDAEBF+oNruDGnnmEZNYkmUQY0zQIINliEnoVO5jZrD1SC hI79SmvMCCpFktoQlBTnxg== 0000901091-95-000003.txt : 19960426 0000901091-95-000003.hdr.sgml : 19960426 ACCESSION NUMBER: 0000901091-95-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950825 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN INTERNATIONAL INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000800459 STANDARD INDUSTRIAL CLASSIFICATION: 3651 IRS NUMBER: 112534306 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06563 FILM NUMBER: 95566783 BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE N W STREET 2: STE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 2023931101 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVENUE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARMAN SIDNEY CENTRAL INDEX KEY: 0000901091 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1101 PENNSYLVANIA AVE NW SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 MAIL ADDRESS: STREET 1: 1101 PENNSYLVANIA AVE NW STREET 2: SUITE 1010 CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (Name of Issuer) Common Stock $0.01 par value (Title of Class of Securities) 413086109 (CUSIP Number) Sidney Harman c/o Harman International Industries, Incorporated 1101 Pennsylvania Avenue, N.W.; Suite 1010 Washington, D.C. 20004 (202) 393-1101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 16, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit Index Appears on Page 7 Page 1 of 21 Pages SCHEDULE 13D CUSIP No. 413086109 Page 2 of 21 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sidney Harman SS# ###-##-#### _____________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable (b) [ ] _____________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________ 4 SOURCE OF FUNDS* PF _____________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] _____________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America _____________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 3,194,150 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 2,485,090 10 SHARED DISPOSITIVE POWER 408,510 _____________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,197,150 _____________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.10% _____________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN _____________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 413086109 Page 3 of 21 Pages ITEM 3 Source and Amount of Funds or Other Consideration This amendment no. 2 to Schedule 13D relates to (1) the acquisition by Reporting Person on July 28, 1995, August 2, 1995 and August 16, 1995 of sole voting power with respect to 158,600, 78,000 and 63,950 shares, respectively, of Common Stock pursuant to 3-year revocable proxies granted to Reporting Person by four of his adult children; and (2) the acquisition by Reporting Person of an option to purchase 50,000 shares of Common Stock of the Issuer (the "Option"), which was granted to Reporting Person by the Compensation and Option Committee of the Board of Directors of the Issuer on May 31, 1995 pursuant to the Issuer's 1992 Incentive Plan. The Option is immediately exercisable at $36.125 per share, the fair market value of the Common Stock on May 31, 1995 and the same price per share of options granted on that date to officers and key employees of the Issuer. Upon exercise of the Option, payment will be made by Reporting Person using personal funds. The Reporting Person did not pay any consideration for the proxies. ITEM 4 Purpose of Transaction As described in Item 3, four adult children of Reporting Person have each granted to Reporting Person a revocable proxy to vote all shares of Common Stock now owned of record by each such person in such manner as Reporting Person may, in his sole discretion, deem necessary or advisable at any meeting of stockholders of the Issuer. Each proxy terminates on May 31, 1998, unless revoked earlier. The Option, as described in Item 3, was granted to Reporting Person in order to retain his services to the Issuer as Chairman of the Board of Directors and Chief Executive Officer and to provide him with significant long-term incentives and rewards for continued superior performance in increasing stockholder value. The shares acquired by Reporting Person upon exercise of the Option will be used for investment purposes. There can be no assurance that the Reporting Person will actually purchase any additional shares of Common Stock or dispose of any such shares of Common Stock (pursuant to stock option grants or otherwise) or the timing of any such purchases or dispositions. As a result of the granting of the Option and the acquisition by Reporting Person of the aforementioned proxies, Reporting Person will further increase his beneficial ownership stake in the Issuer and enhance his ability to influence its affairs. Except as stated above, the Reporting Person as an individual, and not representing the Issuer as its Chairman and Chief Executive Officer, currently has no plans or proposals which relate to or would result in any of the actions listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SCHEDULE 13D CUSIP No. 413086109 Page 4 of 21 Pages ITEM 5 Interest in Securities of the Issuer (a) Aggregate Amount Beneficially Owned by Reporting Person: 3,197,150 Percent of Class: 20.10% (b) The aggregate amount of shares beneficially owned by Reporting Person as reported in Item 5(a) includes 120,940 shares of Common Stock held directly by Reporting Person; 425,000 shares of Common Stock subject to stock options exercisable as of August 16, 1995 or within 60 days thereof; 1,939,150 shares held in a trust with respect to which Reporting Person has sole dispositive and sole voting power; 300,550 shares held by family members with respect to which Reporting Person has sole voting power pursuant to 3-year revocable proxies and as to which he disclaims beneficial ownership; 3,000 shares held by family members with respect to which Reporting Person has no voting power or dispositive power and disclaims beneficial ownership; and 408,510 shares held in two irrevocable trusts for various family members with respect to which Reporting Person has sole voting power but shared dispositive power with his spouse, Jane Harman, whose business address is the United States House of Representatives, Washington, D.C. 20510. Ms. Harman has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Ms. Harman was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Harman is a United States citizen. (c) Except for the acquisition of the Option and the proxies as described in Item 3, the following identifies all transactions in the common shares of Harman International Industries, Incorporated during the past 60 days by the Reporting Person: Location/Nature of Date of Purchase No. of Shares Exercised Exercise Price per Share Transaction - ---------------- ----------------------- ------------------------ -------------- July 14, 1995 8,500 $13.888 NYSE/Through a brokerage house
SCHEDULE 13D CUSIP No. 413086109 Page 5 of 21 Pages (d) Each of the four adult children of Reporting Person who granted to Reporting Person sole voting power with respect to an aggregate 300,550 shares of Common Stock and certain other family members who hold an aggregate of 3,000 shares of Common Stock as to which Reporting Person has no voting or dispositive power have the right to receive and direct the receipt of dividends from, or the proceeds from the sale of such shares. (e) Not applicable. ITEM 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The agreements under which the Reporting Person is granted a proxy and the agreements relating to the Option granted to the Reporting Person are described in the response to Item 3 and filed as exhibits in response to Item 7 of this Amendment No. 2 to Schedule 13D. ITEM 7 Material to be filed as Exhibits The proxies granted to the Reporting Person by four of his adult children are attached hereto as Exhibit A-D. The Issuer's 1992 Incentive Plan, as restated and amended is incorporated herein by reference as Exhibit E. A Non-Qualified Stock Option Agreement, dated as of May 31, 1995 between the Issuer and the Reporting Person relating to the Option is attached hereto as Exhibit F. SCHEDULE 13D CUSIP No. 413086109 Page 6 of 21 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 23, 1995 /s/ Sidney Harman --------------- ----------------- Date Sidney Harman SCHEDULE 13D CUSIP No. 413086109 Page 7 of 21 Pages EXHIBIT INDEX Page Number in Exhibit Sequentially Exhibit Description Numbered Copy - ---------- ------------- -------------- A Revocable Proxy dated August 2, 1995 by A.G. Edwards & Sons, Inc., as record holder for Barbara L. Harman and and William E. Cain, as Trustees, of the Harman Nominee Trust Dated July 22, 1987 8 B Revocable Proxy dated July 28, 1995 by Gina Harman 9 C Revocable Proxy dated July 28, 1995 by Paul Harman 10 D Revocable Proxy dated August 16, 1995 by Lynn Harman 11 E Amended and Restated Harman International Industries, Incorporated 1992 Incentive Plan, as amended (filed as Exhibit 4.3 to Issuer's Form S-8 Registration Statement No. 33-59605 and incorporated herein by reference) F Non-Qualified Stock Option Agreement, dated as of May 31, 1995, between the Issuer and Reporting Person 12 EX-99 2 SCHEDULE 13D CUSIP No. 413086109 Page 8 of 21 Pages EXHIBIT A PROXY The undersigned brokerage firm ("Record Owner") holds (by and through its nominee Cede & Co.), for and on behalf of Barbara L. Harman and William E. Cain, Trustees, Harman Nominee Trust Dated July 22, 1987 ("Customer") (Account No. 301-113242), shares of Common Stock, par value $0.01 per share (the "Shares"), of Harman International Industries, Incorporated, a Delaware corporation (the "Company"). In accordance with the Authorization executed below by the Customer, the Record Owner does hereby constitute and appoint Dr. Sidney Harman ("Dr. Harman") as the Record Owner's lawful proxy, for the Record Owner and in the Record Owner's name and stead, to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner as Dr. Harman may, in his sole discretion, deem necessary or advisable at any meeting of the stockholders of the Company. The foregoing proxy is effective immediately, and will remain in full force and effect until the earlier to occur of the following events: (i) the revocation by the Record Owner of this Proxy (as it relates to some or all of the Shares) upon the authorization of the Customer by written notice given by the Record Owner to Dr. Harman at the principal executive offices of the Company not later than two business days prior to the effective date of such revocation or (ii) May 31, 1998. Dated: August 2, 1995 A.G. EDWARDS & SONS, INC. By: /s/ A.G. Edwards & Sons, Inc. ----------------------------- Name: Sue Owens ----------------------- Title: Supervisor/Proxy Dept. ----------------------- AUTHORIZATION The undersigned does hereby consent to and authorize the foregoing proxy Dated: July 28, 1995 HARMAN NOMINEE TRUST DATED JULY 22, 1987 By: Barbara L. Harman and William E. Cain, as Trustees /s/ Barbara L. Harman -------------------------- Barbara L. Harman, Trustee /s/ William E. Cain ------------------------ William E. Cain, Trustee EX-99 3 SCHEDULE 13D CUSIP No. 413086109 Page 9 of 21 Pages EXHIBIT B PROXY The undersigned, being the sole record and beneficial owner of shares of Common Stock, par value $0.01 per share (the "Shares"), of Harman International Industries, Incorporated, a Delaware corporation (the "Company"), does hereby constitute and appoint Dr. Sidney Harman ("Dr. Harman") as the undersigned's lawful proxy, for the undersigned and in the undersigned's name and stead, to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner as Dr. Harman may, in his sole discretion, deem necessary or advisable at any meeting of stockholders of the Company. The foregoing proxy is effective immediately, and will remain in full force and effect until the earlier to occur of the following events: (i) the revocation by the undersigned of this Proxy (as it relates to some or all of the Shares) by written notice given by the undersigned to Dr. Harman at the principal executive offices of the Company not later than two business days prior to the effective date of such revocation or (ii) May 31, 1998. Dated: July 28, 1995 /s/ Gina Harman ------------------ Name: Gina Harman EX-99 4 SCHEDULE 13D CUSIP No. 413086109 Page 10 of 21 Pages EXHIBIT C PROXY The undersigned, being the sole record and beneficial owner of shares of Common Stock, par value $0.01 per share (the "Shares"), of Harman International Industries, Incorporated, a Delaware corporation (the "Company"), does hereby constitute and appoint Dr. Sidney Harman ("Dr. Harman") as the undersigned's lawful proxy, for the undersigned and in the undersigned's name and stead, to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner as Dr. Harman may, in his sole discretion, deem necessary or advisable at any meeting of stockholders of the Company. The foregoing proxy is effective immediately, and will remain in full force and effect until the earlier to occur of the following events: (i) the revocation by the undersigned of this Proxy (as it relates to some or all of the Shares) by written notice given by the undersigned to Dr. Harman at the principal executive offices of the Company not later than two business days prior to the effective date of such revocation or (ii) May 31, 1998. Dated: July 28, 1995 /s/ Paul Harman ------------------ Name: Paul Harman EX-99 5 SCHEDULE 13D CUSIP No. 413086109 Page 11 of 21 Pages EXHIBIT D PROXY The undersigned, being the sole record and beneficial owner of shares of Common Stock, par value $0.01 per share (the "Shares"), of Harman International Industries, Incorporated, a Delaware corporation (the "Company"), does hereby constitute and appoint Dr. Sidney Harman ("Dr. Harman") as the undersigned's lawful proxy, for the undersigned and in the undersigned's name and stead, to vote (whether by ballot, by proxy, or otherwise) the Shares in such manner as Dr. Harman may, in his sole discretion, deem necessary or advisable at any meeting of stockholders of the Company. The foregoing proxy is effective immediately, and will remain in full force and effect until the earlier to occur of the following events: (i) the revocation by the undersigned of this Proxy (as it relates to some or all of the Shares) by written notice given by the undersigned to Dr. Harman at the principal executive offices of the Company not later than two business days prior to the effective date of such revocation or (ii) May 31, 1998. Dated: August 16, 1995 /s/ Lynn Harman ------------------ Name: Lynn Harman EX-99 6 SCHEDULE 13D CUSIP No. 413086109 Page 12 of 21 Pages EXHIBIT F NON-QUALIFIED STOCK OPTION AGREEMENT SCHEDULE 13D CUSIP No. 413086109 Page 13 of 21 Pages HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") dated as of May 31, 1995, by and between HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED, a Delaware Corporation (the "Company"), and SIDNEY HARMAN (the "Optionee"). WITNESSETH: WHEREAS, the Optionee is an employee of the Company; and WHEREAS, the execution of a nonqualified stock option agreement in the form hereof has been duly authorized by a resolution of the Compensation and Option Committee (the "Committee") of the Board of Directors ("the Board") of the Company duly adopted on May 31, 1995 (the "Date of Grant") and ratified on July 12, 1995; NOW, THEREFORE, in consideration of these premises and the covenants and agreements set forth in this Agreement, the Company and the Optionee agree as follows: 1. Grant of Option. Pursuant to the terms and conditions of the Harman International Industries, Incorporated 1992 Incentive Plan (the "Plan"), the Company hereby grants to the Optionee an option (the "Option") to purchase 50,000 shares (the "Option Shares") of the Company's Common Stock, par value $0.01 per share ("Common Stock"), at the price of $36.1250 per share, which is the closing price of the Common Stock on the Date of Grant (the "Exercise Price"), and agrees to cause certificates SCHEDULE 13D CUSIP No. 413086109 Page 14 of 21 Pages for the Option Shares purchased hereunder to be delivered to the Optionee upon full payment of the Exercise Price, subject to the applicable terms and conditions of the Plan and the terms and conditions set forth herein. 2. Type of Option. This Option is intended to be a nonqualified stock option and shall not be treated as an "incentive stock option" within the meaning of that term under Section 422 of the Internal Revenue Code of 1986, as amended. 3. Vesting of Option. Unless and until terminated as hereinafter provided, the Option shall become exercisable immediately on the Date of Grant for so long as the Optionee remains in the continuous employ of the Company or a Subsidiary. For the purposes of this Agreement, the continuous employment of the Optionee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of the Optionee's employment among the Company and its Subsidiaries or (ii) a leave of absence approved by the Board. 4. Manner of Exercise. (a) The Option may be exercised by the Optionee at any time, or from time to time, in whole or in part, during the term thereof, but only in multiples of fifty (50) shares. (b) The Optionee shall exercise the Option by delivering a signed written notice to the Company, which notice shall specify the number of Option Shares to be purchased and be accompanied by SCHEDULE 13D CUSIP No. 413086109 Page 15 of 21 Pages payment in full of the Exercise Price for the number of Option Shares specified for purchase. (c) The Exercise Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by transfer to the Company of Common Stock that has been owned by the Optionee for more than six months prior to the date of exercise or (iii) by a combination of any of the foregoing methods of payment. 5. Termination. (a) The Option shall terminate on the earliest of the following dates: (i) The date written notice is given by the Optionee or by the Company relating to Optionee's termination of employment for any reason other than death or permanent disability; provided, however, that the Committee may, in its sole discretion, determine it is in the best interests of the Company and allow Optionee up to 90 days from the date of termination to exercise the Option; (ii) One year after the death or permanent disability of the Optionee, if the Optionee dies or becomes permanently disabled while an employee of the Company or a Subsidiary or within the period of 90 days referred to in paragraph 5(a)(i) above; (iii) Ten years after the Date of Grant. (b) In the event that the Optionee commits an act that the Board determines to have been intentionally committed and materially inimical to the interests of the Company, the Option shall terminate as of the time of the commission of that act, notwithstanding any other provision of this Agreement. SCHEDULE 13D CUSIP No. 413086109 Page 16 of 21 Pages 6. Share Certificates. All certificates evidencing Option Shares purchased pursuant hereto (and any certificates for Common Stock attributable to the shares acquired by exercise of the Option which, in the opinion of counsel for the Company, are subject to similar legal requirements) shall have endorsed thereon before issuance such legends as the Company's counsel may deem necessary or advisable. The Company and any transfer agent shall not be required to transfer any such shares unless and until the Company or its transfer agent shall have received from counsel to the Optionee, in a form satisfactory to the Company, an opinion that any such transfer will not be in violation of any applicable law or regulation. Optionee agrees not to sell, assign, pledge, or otherwise dispose of any shares without the Company first receiving such an opinion. 7. Transfer. The Option may not be transferred except by will or the laws of descent and distribution and may not be exercised during the lifetime of the Optionee except by the Optionee or the Optionee's guardian or legal representative acting on behalf of the Optionee in a fiduciary capacity under state law and court supervision. 8. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the Option shall not be exercisable if the exercise would involve a violation of any such laws. SCHEDULE 13D CUSIP No. 413086109 Page 17 of 21 Pages 9. Adjustments. (a) The Committee may make such adjustments in the number and kind of shares of stock or other securities covered by this Agreement as the Committee may in good faith determine to be equitably required in order to prevent any dilution or expansion of the Optionee's rights under this Agreement that otherwise would result from any: (i) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (ii) merger, consolidation, spin-off, reorganization, partial or complete liquidation or issuance of rights or warrants to purchase securities of the Company; or (iii) other corporate transaction or event having an effect similar to any of the foregoing. (b) In the event that any transaction or event described or referred to in Section 8(a) above shall occur, the Committee may provide in substitution of any or all of the Grantee's rights under this Agreement such alternative consideration as the Committee may in good faith determine to be equitable under the circumstances. 10. Fractional Shares. The Company shall not be required to issue any fractional share of Common Stock pursuant to the Option. The Board of Directors may provide for the elimination of fractions or for the settlement of fractions in cash. 11. Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with the exercise of the Option, it shall be a condition of the SCHEDULE 13D CUSIP No. 413086109 Page 18 of 21 Pages exercise of the Option that Optionee pay to the Company the balance of such tax required to be withheld or make provisions that are satisfactory to the Company for the payment thereof. 12. Right to Terminate Employment. 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 the Optionee at any time. 13. Definition of Subsidiary. For the purposes of this Agreement, the term "Subsidiary" means any corporation in which the Company directly or indirectly owns or controls more than 50 percent of the total combined voting power of all classes of stock issued by the corporation. 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 the 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: 1101 Pennsylvania Avenue, N.W. Suite 1010 Washington, D.C. 20004 Attention: Chief Financial Officer If to the Optionee: Optionee's address provided by Optionee on the last page hereof Either the Company or Optionee may change the above designated address by written notice to the other specifying such new address. SCHEDULE 13D CUSIP No. 413086109 Page 19 of 21 Pages 15. Interpretation. The interpretation and construction by the Board of Directors of the Agreement shall be final and conclusive. No member of the Board of Directors shall be liable for any such action or determination made in good faith. 16. Amendment in Writing. In accordance with its terms, this Agreement may be amended, but only in a writing which specifically references this Section and is signed by each of the parties hereto. 17. Integration. The Option is granted pursuant to the Plan, and this Agreement and the Option are subject to all of the terms and conditions of the Plan, a copy of which is available upon request and incorporated herein by reference. As such, this Agreement embodies the entire agreement and understanding of the parties hereto with respect to the Option, and supersedes any prior understandings or agreements, whether written or oral, with respect to the Option. 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 District of Columbia. 20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and SCHEDULE 13D CUSIP No. 413086109 Page 20 of 21 Pages all of which together shall constitute one and the same instrument. [SIGNATURE PAGE APPEARS ON NEXT PAGE] SCHEDULE 13D CUSIP No. 413086109 Page 21 of 21 Pages IN WITNESS WHEREOF, this Agreement is executed by the Company on the day and year first above written. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED By: /s/ Bernard A. Girod ---------------------- Name: Bernard A. Girod Title: President The undersigned Optionee hereby acknowledges receipt of an executed original of this Nonqualified Stock Option Agreement and accepts the Option subject to the applicable terms and conditions of the Plan and the terms and conditions hereinabove set forth. /s/ Sidney Harman ----------------- Sidney Harman OPTIONEE: Please complete/update the following information. Name: SIDNEY HARMAN Home Address: 63 Crest Road Rolling Hills, CA 90274 Social Security Number: ###-##-#### Date of Hire: Company or Division: HIII - Corporate -----END PRIVACY-ENHANCED MESSAGE-----