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Published: 2008-03-26

Severance Benefits Agreement - Harley-Davidson Inc.



                          SEVERANCE BENEFITS AGREEMENT


     THIS AGREEMENT, entered into as of the ____ day of ___________, 199_, by
and between ______________________, a __________________________ ('Employer'),
and _______________________________ ('Executive').

     WHEREAS, Employer desires to continue to attract and retain skilled and
dedicated management employees;

     WHEREAS, Executive is currently employed by Employer in an executive
capacity and has unique skills and abilities that are of benefit to Employer;
and

     WHEREAS, Employer desires to provide Executive certain assurances regarding
severance pay and other benefits in the event of a Covered Termination (as
defined below).

     NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereby agree as follows:

     1.  Not an Employment Agreement.  This Agreement is not an employment
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agreement and shall not change the employment relationship between Employer and
Executive.  Except as expressly provided herein, this Agreement shall not amend
or alter the terms of, or limit the benefits to Executive under, any existing or
future employment, transition, change of control or other agreement between
Executive and Employer.  This Agreement shall not be amended by any such future
agreement unless such future agreement specifically provides that the terms of
this Agreement shall be amended.  Anything in this Agreement to the contrary
notwithstanding and subject to any existing or future employment or other
agreement between Employer and Executive, (a) Executive may terminate
Executive's employment with Employer at any time and for any reason and (b)
Employer may terminate Executive's employment with Employer at any time and for
any reason.

     2.  Definitions.
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          a.  Affiliate.  'Affiliate' shall mean any parent, subsidiary or other
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     affiliate of Employer.

          b.  Base Salary Amount.  'Base Salary Amount' shall mean (1) the
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     amount of Executive's average monthly base salary during either (i) if
     Executive has been employed by Employer for twelve (12) or more consecutive
     months immediately prior to the Termination Date, the twelve (12)
     consecutive months immediately prior to the Termination Date or (ii) if
     Executive has been employed by Employer for less than twelve (12)
     consecutive months immediately prior to the Termination Date, the
     consecutive months of Executive's employment with Employer immediately
     prior to the Termination Date, multiplied by (2) either (i) if Executive
     has been employed by Employer for twenty four (24) or more consecutive
     months immediately prior to the Termination Date, twelve (12) or (ii) if
     Executive has been employed by Employer for less than twenty four (24)
     consecutive months immediately prior to the Termination Date, six (6).

 
          c. Benefit Period.  'Benefit Period' shall mean (1) if Executive has
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     been employed by Employer for twenty four (24) or more consecutive months
     immediately prior to the Termination Date, the twelve (12) consecutive
     months immediately following the Termination Date or (2) if Executive has
     been employed by Employer for less than twenty four (24) consecutive months
     immediately prior to the Termination Date, the six (6) consecutive months
     immediately following the Termination date.

          d.  Cause.  'Cause' shall mean:
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               (1) the conviction of Executive of a felony or a crime involving
          moral turpitude, theft or fraud; or

               (2) Executive's refusal to perform duties as directed in good
          faith by Executive's supervisor, which failure is not cured within 10
          days after written notice thereof from Employer to Executive; or

               (3)  Executive's engaging in sexual harassment or any act
          involving theft or fraud with respect to Employer or any of its
          parents, subsidiaries or other affiliates, as determined by the Chief
          Executive Officer of Employer; or

               (4) Executive's reckless conduct or willful misconduct which
          results in substantial harm (in relation to Executive's annual
          compensation), as determined by the Chief Executive Officer of
          Employer, whether financial, reputational or otherwise, to Employer or
          any of its parents, subsidiaries or other affiliates.

          e.  Covered Termination.  'Covered Termination' shall mean Employer's
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     termination of Executive's employment with Employer other than (1) for
     Cause or (2) in connection with the death or Disability of Executive.
     Notwithstanding the foregoing, the transfer of Executive's employment to
     any Affiliate shall not be a Covered Termination.

          f.  Disability.  'Disability' shall have the meaning assigned to it in
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     the long-term disability insurance policy then provided or made available
     to Executive by or through Employer.  If there is then no such policy or
     such term is not defined therein, then 'Disability' shall mean Executive's
     incapacity due to physical or mental illness causing Executive to be absent
     from the full-time performance of Executive's duties with Employer for
     sixty (60) consecutive days.

          g.  Stock Plans.  'Stock Plans' shall mean Employer's 1986 Stock
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     Option Plan, Employer's 1988 Stock Option Plan, Employer's 1990 Stock
     Option Plan, Employer's Long Term Incentive Plan, Employer's Long Term
     Incentive Plan II and any other existing or future employee benefit plans
     of Employer providing for the issuance of stock options, stock appreciation
     rights or restricted stock.

          h.  Termination Date.  'Termination Date' shall mean the date on which
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     a Covered Termination is effective, which date shall not be less than
     twenty-five (25) days after the date the Termination Notice is delivered to
     Executive.

 
          i.  Termination Notice Date.  'Termination Notice Date' shall mean the
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     date on which written notice is delivered by Employer to Executive stating
     that the Executive's employment is being terminated pursuant to a Covered
     Termination and setting forth the Termination Date.

     3.   Severance Benefits.  In the event of a Covered Termination and in lieu
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of any benefits or other amounts that would otherwise be payable by Employer to
Executive as a result of, arising out of or following such Covered Termination,
Executive shall be entitled to all of the following:

          a.  a lump sum payment, payable within thirty (30) days following the
     Termination Date, equal to the Base Salary Amount.

          b.  during the Benefit Period or the period beginning on the
     Termination Date and ending on the date Executive becomes employed on a
     substantially full-time basis, whichever is shorter, Employer shall make
     available to Executive coverage under Employer's medical, dental and life
     insurance plans on the same terms as such plans are made available to
     Employer's salaried employees generally.

          c.  during the Benefit Period or the period beginning on the
     Termination Date and ending on the date Executive becomes employed on a
     substantially full-time basis, whichever is shorter, Employer shall
     maintain any split-dollar life insurance on Executive's life owned by
     Employer and shall pay the premiums (for such period) due on any split-
     dollar life insurance on Executive's life owned by Executive.

          d.  any other benefits payable pursuant to the terms of the Stock
     Plans (and applicable agreements thereunder) and any incentive
     compensation, pension, 401(k), retirement, savings or deferred compensation
     plans.

          e.  reimbursement of any expenses incurred by Executive in the
     ordinary course of employment prior to the Termination Date consistent with
     Employer's then existing expense reimbursement policy.

     4.   No Mitigation.  Executive shall not be required to mitigate the amount
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of any payment or benefit provided for in Section 3 hereof by seeking other
employment or otherwise, nor will the amount provided for in Section 3(a) hereof
be reduced by any compensation earned by Executive as a result of employment by
another employer after the Termination Date.

     5.   Exclusivity.
          ----------- 

          a.  The benefits provided for herein are intended to constitute a
     minimum, but noncumulative, benefit package for Executive in the event of a
     Covered Termination.  If Executive has or claims to have any Claims (as
     defined below), Executive may elect to assert such Claims.  If, however,
     Executive does formally assert one or more Claims in a writing submitted to
     Employer, or an appropriate body to determine such Claims, for the legal
     enforcement of such Claims, such writing shall constitute an irrevocable
     waiver and disclaimer of Executive's benefits and rights under this
     Agreement.

 
          b.  As a condition of receiving the benefits provided for herein,
     Executive shall be required to execute, prior to receiving any benefits
     hereunder, a release of all other claims against Employer arising out of
     such Covered Termination (the 'Claims'), including but not limited to any
     and all claims arising out of contract (written, oral, or implied in law or
     in fact), tort (including negligent and intentional acts), or state,
     federal or local law (including discrimination on any basis whatsoever), in
     a form reasonably satisfactory to Employer.

          c.  If Executive has received benefits under this Agreement for a
     Covered Termination and thereafter asserts any Claims, Executive shall,
     notwithstanding any other agreement to the contrary, return to Employer all
     benefits received hereunder as a condition of being allowed to assert any
     such Claims.  If for any reason Executive cannot legally be compelled to
     return such benefits, Employer shall be given, to the extent allowed by
     law, credit for all amounts received by Executive under this Agreement
     against any other amounts otherwise due to Executive arising out of any
     such Claims.  Notwithstanding the foregoing, this Section 5(c) shall not be
     construed to limit or otherwise modify the terms of any release executed by
     Executive pursuant to Section 5(b) hereof or otherwise.

     6.   Other Termination.  In the event Executive's employment with Employer
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terminates other than pursuant to a Covered Termination, including without
limitation, a termination for Cause, termination by reason of Executive's death,
Disability or retirement or a voluntary termination by Executive, Executive
shall be entitled to no benefits or rights under this Agreement.

     7.   Amendment, Termination and Assignment.  This Agreement may be amended,
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terminated or superseded only by a written instrument signed by Executive and
Employer.  This Agreement may not be assigned by Executive.

     8.   Transfer of Employment.  If Executive's employment is transferred to
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any Affiliate, such Affiliate shall assume Employer's obligations hereunder and
following such transfer such Affiliate shall be deemed the 'Employer' for
purposes of this Agreement.

     9.   Headings.  Headings used herein are for convenience only and shall not
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constitute a part of or affect the meaning or interpretation of this Agreement.

     10.  Governing Law; Venue.  This Agreement shall be deemed to have been
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made and executed in the State of Wisconsin and the validity, interpretation and
enforcement hereof shall be governed by the internal laws of the State of
Wisconsin.  In the event of any dispute arising from or in connection with this
Agreement, Executive consents and agrees to in personam jurisdiction and to
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venue exclusively in either the Circuit Court for Milwaukee County, Wisconsin,
or the United States District Court for the Eastern District of Wisconsin,
located in Milwaukee, Wisconsin.

          IN WITNESS WHEREOF, the parties have executed this Agreement at
Milwaukee, Wisconsin as of the date first above written.

EXECUTIVE:                    EMPLOYER:

                                    HARLEY-DAVIDSON, INC.



____________________________________  By:  ______________________________