Sample Business Contracts


Employment Agreement - Harman International Industries Inc. and Bernard A. Girod

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of 
November 25, 1996, is made by and between Harman International Industries, 
Incorporated, a Delaware corporation ("Employer"), and Bernard A. Girod 
("Employee").
     WHEREAS, Employer desires to secure the continued services of Employee 
as President and Chief Operating Officer of Employer;
     NOW, THEREFORE, in consideration of the foregoing and the mutual 
representations, warranties, covenants, and agreements contained herein and 
other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, and subject to the terms and conditions set forth 
below, Employer and Employee hereby agree as follows:

Section 1.  Definitions
     Section 1.1.  Effective Date.  "Effective Date" is November 25, 1996.
     Section 1.2.  Employment.  "Employment" means Employee's employment 
by the Employer, both hereunder and prior to the Effective Date.
     Section 1.3.  Expiration Date.  "Expiration Date" means December 31, 
1999.
     Section 1.4.  Services.  "Services" mean Employee's responsibilities and 
duties during the Term, as set forth in Section 0 including any extension 
hereof.
     Section 1.5.  Term.  "Term" means the term of this Agreement, 
commencing on the Effective Date and ending on the earlier to occur of (a) 
the Expiration Date or (b) the termination of this Agreement pursuant to 
Section 7.

Section 2.  Term of Employment.  Employer shall employ Employee and 
Employee shall serve Employer during the Term.  Upon the expiration of the 
Term, this Agreement may be extended upon such terms as shall then be 
mutually agreed upon by Employer and Employee. 

Section 3.  Position, Duties, Location, Responsibilities
     Section 3.1.  Position, Duties and Location.  During the Term, Employee 
shall serve as President and Chief Operating Officer of Employer, subject to 
the terms of this Agreement, and shall report to the Board of Directors of 
Employer and the Chief Executive Officer, and shall assume and perform 
such reasonable executive and managerial responsibilities and duties as are 
consistent with his position as a President and Chief Operating Officer of 
Employer.
     Section 3.2.  Devotion of Efforts to Business.  During Employee's Employ-
ment, Employee shall devote his best efforts, and full business time and 
attention to the Services.
                                                    69
<PAGE>
Employee shall not promote the business, products or services of any other 
company or engage in any outside business activity during his Employment.  
Employee shall perform the Services in accordance with such reasonable 
procedures and policies as Employer may adopt from time to time.
     Section 3.3.  Protection of Employer's Name.  Employee shall at all times 
during the Term promote and protect the good name of Employer as well as 
that of its officers, directors, employees, agents, products and services and 
shall not, during and after the Term, defame or disparage Employer's 
business, products, services, officers, employees or other representatives or 
otherwise willfully detract from or reflect adversely upon their reputation,
nor shall Employee willfully engage in any unfair trade practices with respect 
to Employer.

Section 4.  Compensation During the Term
     Section 4.1.  Salary and Bonus.  Except as otherwise provided in
Section 7 hereof, as compensation for his Services during the Term, 
Employee shall receive an annual salary of Four Hundred Fifty Thousand 
Dollars ($450,000) (such amount and any increment thereof made pursuant 
hereto, the "Salary") during the period beginning on the Effective Date and 
ending on the Expiration Date.  Employee's Salary shall be payable at the 
same intervals as salaries are paid to other salaried employees of Employer.  
Employee's Salary shall be reviewed at each July meeting of the 
Compensation and Option Committee of the Board of Directors during the 
Term and may be increased (but shall not be decreased) at such time on the 
basis of merit and performance.  Employee shall be entitled to such bonus as 
the Compensation and Option Committee of the Board of Directors may 
approve on the basis of merit and performance (the "Bonus").
     Section 4.2.  Options.  Except as otherwise provided in Section 7 hereof
by reference to the terms of such agreements, notwithstanding anything to the 
contrary contained in agreements executed between Employee and Employer 
(the "Stock Option Agreements") relating to options to purchase the common 
stock of Employer ("Stock Options"), Stock Options granted prior to or after 
the Effective Date, shall exist, accrue, vest and be exercisable by their terms
during the period ending on the Expiration Date, all determined as if 
Employee had continued to be a full-time executive officer of Employer until 
the Expiration Date.
     Section 4.3.  Benefits.  Except as otherwise provided in Section 7 hereof,
rights and benefits under the Employer's Executive Deferred Compensation 
Plan, the Retirement Savings Plan (including both matching and profit sharing 
contributions) and employee health, life and other similar plans, in each case 
as such plans shall have been or be amended (collectively, the "Benefits"), 
shall exist, accrue and vest during the period ending on the Expiration Date, 
all determined as if Employee had continued to be a full-time executive 
officer of Employer until the Expiration Date.  Except as otherwise provided 
hereby, such participation shall be subject to the normal eligibility 
requirements of such plans.
                                                 2
                                                       70
<PAGE>
     Section 4.4.  Retirement Benefits.  Except as otherwise provided in
Section 7 hereof by reference to the terms of such plan, retirement benefits 
(the "Retirement Benefits") existing at the Effective Date or accruing during 
the Term under the Employer's Supplemental Executive Retirement Plan, as 
amended (the "SERP"), shall continue to exist, accrue and vest during the 
period ending on the Expiration Date, all determined as if Employee had 
continued to be a full-time executive officer of Employer until the Expiration 
Date.  Except as otherwise provided hereby, such participation shall be 
subject to the normal eligibility requirements of the SERP.

Section 5.  Treatment of Information
     Section 5.1.  Definition of Confidential Information.  Employee 
acknowledges that in the course of his Employment, he may have access to 
and become informed of proprietary, non-public information relating to 
Employer and its affiliated companies (each of such companies including 
Employer, an "Employer-Related Company"), and their business and 
products.  The term "Confidential Information" means all information 
disclosed to Employee, including: 
     (i) service specifications, schematics, designs, procedures, practices, 
testing methods, concepts for new or improved services and other service 
data; (ii) product specifications, schematics, designs, procedures, practices, 
testing methods, concepts for new or improved products and other product 
data; (iii) sources of supply, and potential sources of supply, for capital 
equipment, components, raw materials and products; (iv) all technical 
information relating to the invention, patenting, technological advancement, 
formulation, development, design, specifications, testing, manufacture and 
use of products, services, methods, processes, machinery and equipment; (v) 
customer and prospective customer information, such as lists of such 
customers, purchasing and servicing habits and credit information; (vi) cost 
and pricing information; (vii) selling and marketing information, such as 
selling methods, strategies, catalogues, order books and instructional and 
promotional materials; (viii) training and recruiting methods and materials; 
(ix) business techniques, (x) corporate planning data; and (xi) financial
results and business conditions;
provided that such information:
     (a)  has not been made generally available to the public; and
     (b)  is useful or of value to Employer's current or anticipated business, 
research or development activities or those of any customer or supplier of 
Employer.

Confidential Information does not include Employee's general skills and 
experience as defined by law.

                                                 3



                                                        71
<PAGE>
     Section 5.2.  Employee's Obligation of Confidentiality.  During the Term 
and for a period of five (5) years thereafter, Employee agrees to maintain in 
strict confidence and not, directly or indirectly, divulge or use the 
Confidential Information in any manner, without Employer's prior consent, 
other than in the performance of Services for Employer; provided, that, 
Employee shall not be so obligated, if such Confidential Information:
     (a)  is in or hereafter enters the public domain through no fault of 
Employee; or
     (b)  is required to be disclosed pursuant to a court order or government 
action  and Employee has made reasonable efforts to provide Employer with 
prior notice of such required disclosure.
     Section 5.3.  Inventions, Copyrights
     (a)  Assignment.  Employee hereby assigns and agrees to assign to 
Employer or its successors, assigns or nominees, all of his rights to any 
discoveries, inventions and improvements, whether patentable or not, made, 
conceived or suggested, either solely or jointly with others, by Employee in 
connection with the Business during the Term.  Upon request by Employer 
with respect to any such discoveries, inventions or improvements, Employee 
shall execute and deliver to Employer, at Employer's sole expense, but 
without further or additional consideration, all appropriate documents for use 
in applying for, obtaining and maintaining such domestic and foreign patents 
in the name of Employer as Employer may desire and all proper assignments 
therefor.
     (b)  Statutory Notice.  Consistent with the laws of certain states,
Employer acknowledges that no provision of this Agreement is intended to 
require assignment of any of Employee's rights in an invention if no 
equipment, supplies, facilities, trade secret, or Confidential Information of 
Employer was used, and the invention was developed entirely on the 
Employee's own time, unless the invention relates to the to the Employer's 
actual or demonstrably anticipated research or development, or the invention 
results from any work performed by the Employee for the Employer. 
      c)  Ownership of Materials.  Employee acknowledges that to the extent 
permitted by law, all work papers, reports, computer files, documentation, 
drawings, photographs, negatives, tapes and masters therefor, prototypes and 
other materials (hereinafter in this paragraph, collectively, "items"),
generated by Employee during the Term, shall be considered as "work made 
for hire" and that ownership of any and all copyrights in any and all such 
items shall belong to Employer.
     Section 5.4.  Return of Property.  Upon termination of Employee's 
employment with Employer whether pursuant to the terms hereof or following 
extension of such employment for an additional period of time, Employee 
shall return to Employer, in good condition, all property of the Employer-
Related Companies, including the originals and all copies of any materials 
which contain, reflect, summarize, describe, analyze or refer or relate to 
Proprietary Information.  If any property is not so returned, Employer will

                                                 4
                                                       72
<PAGE>
have the right to charge Employee for all reasonable damages, costs, 
attorneys' fees and other expenses incurred in searching for, taking, removing 
or recovering such property in a commercially reasonable manner.

     Section 6.  Remedies
     Section 6.1.  Remedies.  In the event of any breach by Employee of the 
provisions of Section 0, the parties hereby recognize and acknowledge that a 
remedy at law may be inadequate, and an Employer-Related Company may 
suffer irreparable injury.  Accordingly, Employee consents to Employer's 
instituting a proceeding seeking injunctive and other appropriate equitable 
relief in order to protect its rights under Section 5.  Such relief shall be in
addition to any other relief to which the Employer-Related Company may be 
entitled at law or in equity.  Resort to any remedy provided for under this 
Section 6 or provided for by law shall not prevent the concurrent or 
subsequent employment of any other appropriate remedy or remedies, or 
preclude the recovery by the Employer-Related Company of monetary 
damages.
     Section 6.2.  Jurisdiction; Venue; Process.  Any action or proceeding 
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the 
[State of California, County of Los Angeles, or in the United States District 
Court for the Southern District of California], and each party consents to the 
jurisdiction of such courts in any such action or proceeding and waives any 
objection to venue laid therein.  Process in any action or proceeding referred 
to in the preceding sentence may be served on any party anywhere in the 
world.

     Section 7.  Termination
     Section 7.1.  Termination Upon Death or Disability.  To the extent 
consistent with federal and state law, this Agreement and Employee's 
Employment shall terminate automatically upon the death or a final 
determination of disability (as defined below) of Employee and in such event 
Employer shall have no further obligation to Employee hereunder or 
otherwise except (a) to pay Employee or his estate the unpaid portion, if any, 
of the Salary, Bonus and Benefits payable to Employee, in each case, for the 
period ending on the termination date, (b) provide Employee with the Salary 
and Benefits to which Employee would have been entitled pursuant to 
Sections 4.1 and 4.3 during the period from the date of termination until the 
Expiration Date as if Employee had continued to be a full-time executive 
officer of Employer until the Expiration Date, (c) pay Employee the 
Retirement Benefits payable in accordance with the terms of the SERP, and 
(d) permit Employee or his estate to exercise the Stock Options until the 
Expiration Date as if Employee had continued to be a full-time executive 
officer of Employer until the Expiration.  For purposes hereof, "disability" 
shall mean an illness or incapacity (mental or physical or both) of a
character,
                                                 5
                                                      73
<PAGE>
nature, degree or effect that has rendered Employee incapable, with 
reasonable accommodation and in accordance with federal and state laws, of 
performing the essential functions of his position hereunder for a period of 
more than 120 consecutive days or 150 days in any 180-day period.  The 
determination of "disability" shall be made by physicians acceptable to 
Employer, and Employee hereby consents to examination by such physicians 
and to the disclosure by any physicians of any and all diagnoses, test results,
opinions and other information obtained by such physicians during or as a 
result of the examinations to which Employee hereby consents.
     Section 7.2.  Retirement.  
     (a)  This Agreement and Employee's Employment shall terminate 
automatically if Employee is eligible to and elects to retire in accordance
with the Employer's retirement plan (or any successor plan) as then in effect 
with respect to the Employee. 
     (b)  Upon such termination prior to December 31, 1997 and except as 
otherwise provided under such plan or required by law, Employer shall have 
no further obligation to Employee hereunder or otherwise except to (i) pay 
Employee the unpaid portion, if any, of the Salary, Bonus and Benefits 
payable to Employee, in each case, for the period ending on the date of 
termination, (ii) pay Employee the Retirement Benefits payable in accordance 
with the terms of the SERP, and (iii) permit Employee to exercise the Stock 
Options in accordance with the terms of the Stock Option Agreements.
     c)  Upon such termination after December 31, 1997 and except as 
otherwise provided under such plan or required by law, Employer shall have 
no further obligation to Employee hereunder or otherwise except to (i) pay 
Employee the unpaid portion, if any, of the Salary, Bonus and Benefits 
payable to Employee, in each case, for the period ending on the date of 
termination, (ii) provide Employee with the Salary and Benefits to which 
Employee would have been entitled pursuant to Sections 4.1 and 4.3 during 
the period from the date of termination until the Expiration Date as if 
Employee had continued to be a full-time executive officer of Employer until 
the Expiration Date, (iii) pay to Employee the Retirement Benefits payable in 
accordance with the terms of the SERP beginning on the date of termination, 
as if Employee had continued to be a full-time executive officer of Employer 
until the Expiration Date, and (iv) permit Employee to exercise the Stock 
Options until the Expiration Date as if Employee had continued to be a full-
time executive officer of Employer until the Expiration Date.
     Section 7.3.  Termination by Either Party.  Either party may terminate
this Agreement at any time and for any reason.
     (a)  Termination by Employee Other than Retirement.  
     (i)  If Employee terminates his Employment prior to December 31, 1997, 
for any reason (not including termination by reason of his retirement in 
accordance with Section 7.2) by voluntarily resigning all of his positions with
the Employer, Employer shall have no further obligation to Employee

                                                 6
                                                        74

<PAGE>
 hereunder or otherwise except to (A) pay Employee the unpaid portion, if 
any, of the Salary, Bonus and Benefits payable to Employee, in each case, for 
the period ending on the date of termination, (B) pay Employee the 
Retirement Benefits payable in accordance with the terms of the SERP, and 
(C) permit Employee to exercise the Stock Options in accordance with the 
terms of the Stock Option Agreements.
     (ii)  If Employee terminates his Employment after December 31, 1997 for 
any reason (not including termination by reason of his retirement in 
accordance with Section 7.2) by voluntarily resigning all of his positions with
the Employer, Employer shall have no further obligation to Employee 
hereunder or otherwise except to (A) pay Employee the unpaid portion, if any, 
of the Salary, Bonus and Benefits payable to Employee, in each case, for the 
period ending on the date of termination, (B) provide Employee with the 
Salary and Benefits to which Employee would have been entitled pursuant to 
Sections 4.1 and 4.3 during the period from the date of termination until the 
Expiration Date as if Employee had continued to be a full-time executive 
officer of Employer until the Expiration Date, (C) pay to Employee the 
Retirement Benefits payable in accordance with the terms of the SERP 
beginning on the date of termination, as if Employee had continued to be a 
full-time executive officer of Employer until the Expiration Date, and (D) 
permit Employee to exercise the Stock Options until the Expiration Date as if 
Employee had continued to be a full-time executive officer of Employer until 
the Expiration Date.
     (b)  Termination by Employer for Cause
     (i)  In the event that Employer terminates this Agreement and Employee's 
Employment for "cause" (as defined below) at any time by delivering notice 
of termination to Employee, Employer shall have no further obligation to 
Employee hereunder or otherwise except to (A) pay Employee the unpaid 
portion, if any, of the Salary, Bonus and Benefits payable to Employee, in 
each case, for the period ending on the date of termination, (B) pay Employee 
the Retirement Benefits payable in accordance with the terms of the SERP, 
and (C) permit Employee to exercise the Stock Options in accordance with the 
terms of the Stock Option Agreements.
     (ii)  For purposes hereof, "cause" shall mean (A) misappropriation of 
corporate funds, (B) conviction of a felony, (C) willful misconduct by 
Employee resulting in material harm to Employer, or (D) the breach by 
Employee of any of his covenants contained in Sections 3 or 5.
     c)  Termination by Employer Other Than for Cause.  In the event that 
Employer terminates this Agreement and Employee's Employment without 
"cause," Employer shall have no further obligation to Employee hereunder or 
otherwise, except to (i) pay Employee the unpaid portion, if any, of the 
Salary, Bonus and Benefits payable to Employee, in each case, for the period 
ending on the date of termination, (ii) provide Employee with the Salary and 
Benefits to which Employee would have been entitled pursuant to Sections 
4.1 and 4.3 during the period from the date of termination until the Expiration

                                                 7
                                                         75
<PAGE>
Date as if Employee had continued to be a full-time executive officer of 
Employer until the Expiration Date, (iii) pay to Employee the Retirement 
Benefits payable in accordance with the terms of the SERP beginning on the 
date of termination, as if Employee had continued to be a full-time executive 
officer of Employer until the Expiration Date, and (iv) permit Employee or his 
estate to exercise the Stock Options until the Expiration Date as if Employee 
had continued to be a full-time executive officer of Employer until the 
Expiration Date.
     Section 7.4.  Continuance of Covenants.  Notwithstanding any other 
provision hereof to the contrary, if this Agreement is terminated for any 
reason, Sections 3, 0 and 0 shall survive and continue to bind Employee.

Section 8.   Miscellaneous
     Section 8.1.  Amendment.  This Agreement may be amended only by a 
writing executed by each party hereto.
     Section 8.2.  Entire Agreement.  This Agreement constitutes the entire 
agreement between the parties and supersedes all prior understandings, 
agreements or representations by or between the parties, written or oral, to
the extent they have related in any way to the subject matter hereof.
      Section 8.3.  Notices.  Any notice, request, consent and other communica-
tion required or permitted hereunder shall be in writing and shall be deemed 
to have been duly given (i) when received if personally delivered, (ii) within 
one day after being sent by recognized overnight delivery service, or 
(iii) within five days after being sent by registered or certified mail, return
receipt requested, postage prepaid, to the parties (and to the persons to whom 
copies shall be sent) at their respective addresses set forth below.
     (a)  If to any Employer-Related Company:
       Harman International Industries, Incorporated
       1101 Pennsylvania Avenue, N.W.
       Suite 1010
       Washington, D.C. 20004
       Attention:  Dr. Sidney Harman

     With a copy  to:
       Jones, Day, Reavis & Pogue
       599 Lexington Avenue
       32nd Floor
       New York, New York 10022
       Attention: David F. Clossey, Esq.

     (b)  If to Employee:
       2923 Ocean Front Walk
       Venice, California 90291
			
With a copy to:

                                                 8			
                                                           76
<PAGE>		
			
Any party may change the address or the persons to whom notice shall be 
directed by notifying the other parties as provided in this Section 8.3.
     Section 8.4  Assignability.  This Agreement shall be assignable by 
Employer to any affiliate of Employer, with the consent of Employee, which 
consent shall not be unreasonably withheld.  Employee may not assign, 
pledge or encumber any interest in this Agreement or any part thereof (this 
Agreement being personal to Employee).
     Section 8.5.  Governing Law.  This Agreement shall be governed by and 
construed and interpreted in accordance with the internal, substantive laws of 
the State of California, without regard to that State's principles governing 
conflicts of laws.
     Section 8.6.  Waivers.  Any waiver by any party or any violation of,
breach of or default under any provision hereof by the other party shall not
be construed as, or constitute, a continuing waiver of such provision, or 
waiver of any other violation of, breach of or default under any other 
provision hereof.
     Section 8.7.  Headings.  The headings herein are solely for convenience 
and shall not be given any effect in the construction or interpretation hereof.
     Section 8.8.  Counterparts.  This Agreement may be executed in any 
number of counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument.
     Section 8.9.  Third Parties.  Nothing herein expressed or implied is 
intended, or shall be construed, to confer upon or give to any person or entity
other than the Employer-Related Companies, Employee, and any permitted 
assignees, any rights or remedies under, or by reason of, this Agreement.
     Section 8.10.  Withholding of Taxes.  Employer may withhold from any 
amounts payable hereunder all federal, state, city or other taxes as shall be 
required to be withheld pursuant to any law or government regulation or 
ruling.
     Section 8.11.  Survival of Certain Obligations.  Employer's and Employee's
obligations which by their terms extend beyond or survive the termination of 
Employee's Employment shall not be affected or diminished in any way by 
the termination hereof.
     Section 8.12.  Construction
     (a)  To the extent that the terms of this Agreement are inconsistent with
or vary from the terms of (i) any plan of the Company pursuant to which 
benefits are payable to Employee or (ii) any other agreement between 
Employee and Employer (including the Stock Option Agreements) or any 
plan related thereto, then in any such case this Agreement shall supersede, 
amend and modify the terms of such plan or agreement.



                                                 9


                                                            77
<PAGE>
     (b)  Each section and subsection hereof constitutes a separate and
distinct provision.  The parties hereto intend that the provisions hereof be 
enforced to the fullest extent permissible under the laws and public policies 
applicable in each jurisdiction in which enforcement is sought.  Accordingly, 
if any provision is adjudicated to be invalid, ineffective or unenforceable,
the remaining provisions shall not be affected thereby.  The invalid, 
ineffective or unenforceable provision shall, without further action by the 
parties, be automatically amended to effect the original purpose and intent of 
such provision to the fullest extent legally permissible, provided, that such 
amendment shall apply only with respect to the operation of such provision in 
the particular jurisdiction with respect to which such adjudication is made.

     c)  In this Agreement, unless otherwise indicated or required by the 
context:
     (i)      use of the singular form includes the plural and conversely;
     (ii)     "or" is not exclusive;
     (iii)    forms of the verb "include" are not limiting;
     (iv)     "hereof," "herein," "hereunder," and words of similar
construction refer to this Agreement as a whole and not to any particular part;
and
     (v)      a reference to a section or other part of a document is to such
part hereof.
     (d)  The parties hereto have each been represented by their own counsel 
and have participated jointly in the negotiation and drafting of this 
Agreement.  If any ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties and no 
presumption or burden of proof shall arise favoring or disfavoring any party 
by virtue of the authorship of any provision hereof.

     (e)  EMPLOYEE REPRESENTS THAT, PRIOR TO SIGNING THIS 
AGREEMENT, HE READ IT IN ITS ENTIRETY; THAT HE FULLY 
UNDERSTANDS AND VOLUNTARILY AGREES TO THE ABOVE 
TERMS AND CONDITIONS; THAT HE WAS NOT COERCED TO SIGN 
THIS AGREEMENT; THAT HE WAS NOT UNDER DURESS AT THE 
TIME HE SIGNED THIS AGREEMENT; THAT HE WILL NOT, BY 
SIGNING THIS AGREEMENT, VIOLATE THE TERMS OF ANY OTHER 
AGREEMENT PREVIOUSLY ENTERED INTO BY HIM; AND THAT, 
PRIOR TO SIGNING THIS AGREEMENT, HE HAD ADEQUATE TIME 
TO CONSIDER ENTERING INTO THIS AGREEMENT, INCLUDING THE 
OPPORTUNITY TO DISCUSS ITS TERMS AND CONDITIONS AS WELL 
AS ITS LEGAL CONSEQUENCES, WITH AN ATTORNEY OF HIS 
CHOICE.

     Section 8.13.  Execution and Delivery.  Any party may execute and deliver 
this Agreement by signing the signature page and electronically transmitting a 
facsimile thereof.
                                          10
                                                     78
<PAGE>

IN WITNESS WHEREOF, Employer has caused this Agreement to be duly 
executed and delivered by its duly authorized officer, and Employee has duly 
executed and delivered this Agreement, as of the date first written above.



/s/ Bernard A. Girod
---------------------------
Bernard A. Girod




HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED




By:         /s/ Sidney Harman
          ------------------------------
Name:  Dr. Sidney Harman
Title: Chairman of the Board of Directors and
	  Chief Executive Officer

ClubJuris.Com