<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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:
<TABLE>
Location/Nature
of
Date of Purchase No. of Shares Exercised Exercise Price per Share Transaction
- ---------------- ----------------------- ------------------------ --------------
<S> <C> <C> <C>
July 14, 1995 8,500 $13.888 NYSE/Through a
brokerage house
</TABLE>
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
SCHEDULE 13D
CUSIP No. 413086109 Page 12 of 21 Pages
EXHIBIT F
NON-QUALIFIED STOCK OPTION AGREEMENT
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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]
<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
