1990 Stock Option Plan - Harley-Davidson Inc.
1990 STOCK OPTION PLAN
(AS AMENDED THROUGH MAY 14, 1994)
The purpose of the Harley-Davidson, Inc. 1990 Stock Option Plan is to
provide favorable opportunities for certain selected employees of Harley-
Davidson, Inc. and its subsidiaries to purchase or receive shares of Common
Stock of Harley-Davidson, Inc., or to benefit from the appreciation thereof.
Such opportunities should provide an increased incentive for these employees to
contribute to the future success and prosperity of Harley-Davidson, Inc., thus
enhancing the value of the stock for the benefit of the shareholders, and
increase the ability of Harley-Davidson, Inc. to attract and retain individuals
of exceptional skill upon whom, in large measure, its sustained progress, growth
and profitability depend.
The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:
2.1. Board: The Board of Directors of Harley-Davidson, Inc.
2.2. Code: The Internal Revenue Code of 1986, as amended.
2.3. Committee: The Human Resources Committee of the Board
2.4. Common Stock: The common stock of Harley-Davidson, Inc.
2.5. Company: Harley-Davidson, Inc. and any of its Subsidiaries.
2.6. Disability: Disability within the meaning of Section
22(e)(3) of the Code, as determined by the Committee.
2.7. Disinterested Persons: Disinterested persons within the
meaning of Rule 16b-3 as promulgated under the Securities Exchange Act of
1934, as amended.
2.8. Employer: The entity that employs the employee or Optionee.
2.9. Fair Market Value: The average of the high and low reported
sales prices of Common Stock on the New York Stock Exchange Composite Tape on
the date for which fair market value is being determined.
2.10. ISO: An incentive stock option within the meaning of Section
422A of the Code and which is designated as an incentive stock option by the
2.11. Non-ISO: A stock option which is not an ISO and which is
designated as a Non-ISO by the Committee.
2.12. Option: A stock option granted under the Plan. Options
include both ISOs and Non-ISOs.
2.13. Option Price: The purchase price of a share of Common Stock
under an Option.
2.14. Optionee: An employee of the Company who has been granted
one or more Options.
2.15. Parent Corporation: A parent corporation, as defined in
Section 424(e) of the Code.
2.16. Plan: The Harley-Davidson, Inc. 1990 Stock Option Plan.
2.17. Retirement: Retirement on or after age sixty-five or, with
the advance consent of the Committee, at an earlier age.
2.18. Subsidiary: A corporation, limited partnership, general
partnership, limited liability company, business trust or other entity of
which more than fifty percent (50%) of the voting power or ownership interest
is directly and/or indirectly held by the Company.
2.19. Termination Date: A date fixed by the Committee but not
later than the day preceding the tenth anniversary of the date on which the
Option is granted.
3.1. Except as otherwise provided in the Plan, the Committee shall
administer the Plan and shall have full power to grant Options, construe and
interpret the Plan, establish and amend rules and regulations for its adminis-
tration, and perform all other acts relating to the Plan, including the delega-
tion of administrative responsibilities, which it believes reasonable and
3.2. Subject to the provisions of the Plan, the Board shall establish the
policies and criteria pursuant to which the Committee shall grant Options and
administer the Plan. Subject to the provisions of the Plan, and pursuant to the
policies and criteria established by the Board, the Committee shall, in its
discretion determine which employees of the Company shall be granted Options,
the number of shares subject to option under any such Options, the dates after
which Options may be exercised, in whole or in part, whether Options shall be
ISOs, and the terms and conditions of the Options.
3.3. The Committee may at any time, with the consent of the Optionee, in
its sole discretion, cancel any Option and issue to the Optionee a new Option
for an equivalent or lesser number of Common Stock shares, and at a lesser
3.4. Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.
3.5. Any action undertaken by the Board pursuant to this Article III
shall be null and void if a majority of the directors acting on the matter are
not Disinterested Persons; provided, further, notwithstanding any other provi-
sion of the Plan, if a majority of the members of the Board are not Disinterest-
ed Persons, the powers and responsibilities granted to the Board under Article
III of the Plan shall be exercised solely by the Committee until such time as a
majority of the members of the Board are Disinterested Persons.
SHARES SUBJECT TO THE PLAN
4.1. The total number of shares of Common Stock available for grants of
Options under the Plan shall be 1,800,000; provided that Options for not more
than 100,000 shares of Common Stock shall be granted to an Optionee in any
calendar year under the Plan, which amount shall be reduced by the amount of
Common Stock subject to options granted to such Optionee in such calendar year
under any other stock option plan of the Company. The foregoing amounts shall
be subject to adjustment in accordance with Article VIII of the Plan. If an
Option or portion thereof shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares covered by such Option
shall be available for future grants of Options. An Option, or portion thereof,
exercised through the exercise of a stock appreciation right pursuant to Section
6.7 of the Plan shall be treated, for the purposes of this Article, as though
the Option, or portion thereof, had been exercised through the purchase of
Common Stock, with the result that the shares of Common Stock subject to the
Option, or portion thereof, that was so exercised shall not be available for
future grants of Options.
5.1. Options may be granted to key employees of the Company or to persons
who have been engaged to become key employees of the Company. Key employees
will comprise, in general, those who contribute to the management, direction and
overall success of the Company, including those who are members of the Board.
Members of the Board who are not employees of the Company shall not be eligible
for Option grants.
TERM OF OPTIONS
6.1. Option Agreements: All Options shall be evidenced by written
agreements executed by the Company and the Optionee. Such Options shall be
subject to the applicable provisions of the Plan, and shall contain such
provisions as are required by the Plan and any other provisions the Committee
may prescribe. All agreements evidencing Options shall specify the total number
of shares subject to each grant, the Option Price and the Termination Date.
Those Options that comply with the requirements for an ISO set forth in Section
422A of the Code shall be designated ISOs and all other Options shall be
6.2. Option Price: The Option Price shall be set by the Committee;
provided, however, that the price per share shall not be less than the Fair
Market Value of a share of Common Stock on the date the Option is granted.
6.3. Period of Exercise: The Committee shall determine the dates after
which Options may be exercised in whole or in part. If Options are exercisable
in installments, installments or portions thereof that are exercisable and not
exercised shall accumulate and remain exercisable. The Committee may also amend
an Option to accelerate the dates after which Options may be exercised in whole
or in part. However, no Option or portion thereof shall be exercisable after
the Termination Date.
6.4. Special Rules Regarding ISOs Granted to Certain Employees: Notwith-
standing any contrary provisions of Sections 6.2 and 6.3 of the Plan, no ISO
shall be granted to any employee who, at the time the Option is granted, owns
(directly or indirectly, within the meaning of Section 424(d) of the Code) more
than ten percent of the total combined voting power of all classes of stock of
the Employer or of any Subsidiary or Parent Corporation thereof, unless (a) the
Option Price under such Option is at least 110 percent of the Fair Market Value
of a share of Common Stock on the date the Option is granted and (b) the
Termination Date of such Option is a date not later than the day preceding the
fifth anniversary of the date on which the Option is granted.
6.5 Manner of Exercise and Payment: An Option, or portion thereof, shall
be exercised by delivery of a written notice of exercise to the Company and
payment of the full price of the shares being purchased pursuant to the Option.
An Optionee may exercise an Option with respect to less than the full number of
shares for which the Option may then be exercised, but an Optionee must exercise
the Option in full shares of Common Stock. The price of Common Stock purchased
pursuant to an Option, or portion thereof, may be paid:
a. in United States dollars in cash or by check, bank draft or money
order payable to the order of the Company.
b. through the delivery of shares of Common Stock with an aggregate
Fair Market Value on the date of exercise equal to the Option Price, or
c. by any combination of the above methods of payment.
The Committee shall determine acceptable methods for tendering Common Stock as
payment upon exercise of an Option and may impose such limitations and prohibi-
tions on the use of Common Stock to exercise an Option as it deems appropriate,
including, without limitation, any limitation or prohibition designed to avoid
certain accounting consequences which may result from the use of Common Stock as
payment upon exercise of an Option.
6.6. Withholding Taxes: The Company may, in its discretion, require an
Optionee to pay to the Company at the time of exercise the amount that the
Company deems necessary to satisfy its obligation to withhold Federal, state or
local income or other taxes incurred by reason of the exercise. Upon the
exercise of an Option requiring tax withholding, an Optionee may make a written
election to have shares of Common Stock withheld by the Company from the shares
otherwise to be received. The number of shares so withheld shall have an
aggregate Fair Market Value on the date of exercise sufficient to satisfy the
applicable withholding taxes. The acceptance of any such election by an
Optionee shall be at the sole discretion of the Committee. Where the exercise
of an Option does not give rise to an obligation to withhold Federal income
taxes on the date of exercise, the Company may, in its discretion, require an
Optionee to place shares of Common Stock purchased under the Option in escrow
for the benefit of the Company until such time as Federal income tax withholding
is required on amounts included in the gross income of the Optionee as a result
of the exercise of an Option. At such time, the Company, in its discretion, may
require an Optionee to pay to the Company the amount that the Company deems
necessary to satisfy its obligation to withhold Federal, state or local income
or other taxes incurred by reason of the exercise of the Option, in which case
the shares of Common Stock will be released from escrow to the Optionee.
Alternatively, subject to acceptance by the Committee, in its sole discretion,
an Optionee may make a written election to have shares of Common Stock held in
escrow applied toward the Company's obligation to withhold Federal, state or
local income or other taxes incurred by reason of the exercise of the Option,
based on the Fair Market Value of the shares on the date of the termination of
the escrow arrangement. Upon application of such shares toward the Company's
withholding obligation, any shares of Common Stock held in escrow and not, in
the judgment of the Committee, necessary to satisfy such obligation shall be
released from escrow to the Optionee.
6.7. Stock Appreciation Rights: At or after the grant of an Option, the
Committee, in its discretion, may provide an Optionee with an alternate means of
exercising an Option, or a designated portion thereof, by granting the Optionee
a stock appreciation right. A 'stock appreciation right' is a right to receive,
upon exercise of an Option or any portion thereof, in the Committee's sole
discretion, an amount of cash equal to, and/or shares of Common Stock having a
Fair Market Value on the date of exercise equal to, the excess of the Fair
Market Value of a share of Common Stock on the date of exercise over the Option
Price, multiplied by the number of shares of Common Stock that the Optionee
would have received had the Option or portion thereof been exercised through the
purchase of shares of Common Stock at the Option Price, provided that (a) such
Option or portion thereof has been designated as exercisable in this alternative
manner, (b) such Option or portion thereof is otherwise exercisable, and (c) the
Fair Market Value of a share of Common Stock on the date of exercise exceeds the
6.8. Nontransferability of Options: Each Option shall, during the
Optionee's lifetime, be exercisable only by the Optionee, and neither it nor any
right hereunder shall be transferable otherwise than by will or the laws of
descent and distribution or be subject to attachment, execution or other similar
process. In the event of any attempt by the Optionee to alienate, assign,
pledge, hypothecate or otherwise dispose of an Option or of any right hereunder,
except as provided for herein, or in the event of any levy or any attachment,
execution or similar process upon the rights or interest hereby conferred, the
Company may terminate the Option by notice to the Optionee and the Option shall
thereupon become null and void.
6.9. Cessation of Employment of Optionee:
a. Cessation of Employment other than by Reason of Retirement, Disabil-
ity or Death. If an Optionee shall cease to be employed by the Company
otherwise than by reason of Retirement, Disability, or death, each Option
held by the Optionee, together with all rights hereunder, shall terminate on
the date of cessation of employment, to the extent not previously exercised.
b. Cessation of Employment by Reason of Retirement or Disability. If
an Optionee shall cease to be employed by the Company by reason of Retire-
ment or Disability, each Option held by the Optionee shall remain exercis-
able, to the extent it was exercisable at the time of cessation of employ-
ment, until the earliest of:
i. the Termination Date,
ii. the death of the Optionee, or such later date not more than
one year after the death of the Optionee as the Committee, in its
discretion, may provide pursuant to Section 6.09(c) of the Plan.
iii. the third anniversary of the date of the cessation of the
Optionee's employment, if employment ceased by reason of Retirement, or
iv. the first anniversary of the date of the cessation of the
Optionee's employment by reason of Disability;
and thereafter all such Options shall terminate together with all rights
hereunder, to the extent not previously exercised.
c. Cessation of Employment by Reason of Death. In the event of the
death of the Optionee, while employed by the Company, an Option may be
exercised at any time or from time to time prior to the earlier of the
Termination Date or the first anniversary of the date of the Optionee's
death, by the person or persons to whom the Optionee's rights under each
Option shall pass by will or by the applicable laws of descent and distribu-
tion, to the extent that the Optionee was entitled to exercise it on the
Optionee's date of death. In the event of the death of the Optionee while
entitled to exercise an Option pursuant to Section 6.09(b), the Committee,
in its discretion, may permit such Option to be exercised at any time or
from time to time prior to the Termination Date during a period of up to one
year from the death of the Optionee, as determined by the Committee, by the
person or persons to whom the Optionee's rights under each Option shall pass
by will or by the applicable laws of descent and distribution, to the extent
that the Option was exercisable at the time of cessation of the Optionee's
employment. Any person or persons to whom an Optionee's rights under an
Option have passed by will or by the applicable laws of descent and distri-
bution shall be subject to all terms and conditions of the Plan and the
Option applicable to the Optionee.
6.10. Notification of Sales of Common Stock: Any Optionee who disposes of
shares of Common Stock acquired upon the exercise of an ISO either (a) within
two years after the date of the grant of the ISO under which the stock was
acquired or (b) within one year after the transfer of such shares to the
Optionee, shall notify the Company of such disposition and of the amount
realized upon such disposition.
LIMITATIONS AND ACCELERATIONS ON EXERCISABILITY
7.1. Notwithstanding any other provision of this Plan, in the case of an
ISO, the aggregate Fair Market Value (determined at the time the ISO is granted)
of the shares of Common Stock with respect to which all 'incentive stock option
plans' (within the meaning of Section 422A of the Code) are first exercisable by
the Optionee during any calendar year (under this Plan and under all other
incentive stock option plans of the Employer, any Subsidiary and any Parent
Corporation) shall not exceed $100,000.
7.2. Each Option granted under the Plan shall have a limited right of
surrender allowing the Optionee to surrender that Option within the 30-day
period following a Change of Control Event and to receive cash, in lieu of
exercising the Option, in the amount by which the highest 'COC Fair Market
Value' (as hereinafter defined) of the number of shares of Common Stock covered
by the Option during the 60 days preceding the date on which the Change of
Control Event occurs exceeds the exercise price for the shares of Common Stock
covered by the Option. For this purpose, the 'COC Fair Market Value' of the
Common Stock means the highest closing price of one share of Common Stock as
reported on the New York Stock Exchange Composite Tape. If the Common Stock is
not listed or admitted to trading on the New York Stock Exchange, the COC Fair
Market Value of the Common Stock shall be the closing price of one share of
Common Stock on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, the last quoted sale
price or, if not so quoted, the average of the high bid and low asked prices in
the over-the-counter market of the Common Stock, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System ('NASDAQ')
or such other system then in use, or, if on any such date the Common Stock is
not quoted by any such organization, the average of the closing bid and asked
prices of the Common Stock as furnished by a professional market maker making a
market in the Common Stock selected by the Board. If on any such date no market
maker is making a market in the Common Stock or other Stock, the COC Fair Market
Value shall be determined in good faith by the Continuing Directors. For
purposes of this Section 7.2:
(a) 'Change of Control Event' means any one of the following: (i)
Continuing Directors no longer constitute at least two-thirds of the Direc-
tors constituting the Board; (ii) any person or groups (as defined in Rule
13d-5 under the Securities Exchange Act of 1934, as amended ('Exchange
Act')), together with its affiliates, becomes the beneficial owner, directly
or indirectly, of 20% or more of the Corporation's then outstanding Common
Stock or 20% or more of the voting power of the Corporation's then outstand-
ing securities entitled generally to vote for the election of the
Corporation's Directors; (iii) the approval by the Corporation's stockhold-
ers of the merger or consolidation of the Corporation with any other corpo-
ration, the sale of substantially all of the Corporation's assets or the
liquidation or dissolution of the Corporation, unless, in the case of a
merger or consolidation, the Continuing Directors in office immediately
prior to such merger or consolidation constitute at least two-thirds of the
directors constituting the board of directors of the surviving corporation
of such merger or consolidation and any parent (as defined in Rule 12b-2
under the Exchange Act) of such corporation; or (iv) at least two-thirds of
the Continuing Directors in office immediately prior to any other action
proposed to be taken by the Corporation's stockholders or by the Board of
Directors determine that such proposed action, if taken, would constitute a
change of control of the Corporation and such action is taken; and
(b) 'Continuing Director' means any person who either (i) was a
Director on November 1 1989, or (ii) was designated before such person's
initial election as a Director as a Continuing Director by a majority of the
8.1. If (a) the Company shall at any time be involved in a transaction to
which Section 424(a) of the Code is applicable; (b) the Company shall declare a
dividend payable in, or shall subdivide or combine, its Common Stock; or (c) any
other event shall occur which in the judgment of the Committee necessitates
action by way of adjusting the terms of the outstanding Options, the Committee
shall forthwith take any such action as in its judgment shall be necessary to
preserve the Optionee's rights substantially proportionate to the rights
existing prior to such event and to the extent that such action shall include an
increase or decrease in the number of shares of Common Stock subject to out-
standing Options, the number of shares available under Article IV above shall be
increased or decreased, as the case may be, proportionately; provided, however,
that each such adjustment, in the case of ISOs, shall be made in such manner as
not to constitute a 'modification' within the meaning of Section 424(h)(3) of
the Code. The judgment of the Committee with respect to any matter referred to
in this Article shall be conclusive and binding upon each Optionee.
AMENDMENT AND TERMINATION OF PLAN
9.1. The Board may at any time, or from time to time, suspend or terminate
the Plan in whole or in part or amend it in such respects as the Board may deem
appropriate, provided, however, that no such amendment shall be made, which
would, without approval of the shareholders:
a. materially modify the eligibility requirements for receiving Op-
b. increase the number of Shares of Common Stock which may be issued
pursuant to Options, except as is provided for in accordance with Article
VIII of the Plan;
c. reduce the minimum Option Price;
d. extend the period of granting Options; or
e. materially increase in any other way the benefits accruing to
9.2. No amendment, suspension or termination of this Plan shall, without
the Optionee's consent, alter or impair any of the rights or obligations under
any Option theretofore granted to an Optionee under the Plan.
9.3. The Board may amend this Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Options
meeting the requirements of future amendments or issued regulations, if any, to
GOVERNMENT AND OTHER REGULATIONS
10.1. The obligation of the Company to issue or transfer and deliver
shares for Options exercised under the Plan shall be subject to all applicable
laws, regulations, rules, orders and approvals which shall then be in effect and
required by governmental entities and the stock exchanges on which Common Stock
11.1. Plan Does Not Confer Employment or Stockholder Rights: The right of
the Company to terminate (whether by dismissal, discharge, retirement or
otherwise) the Optionee's employment with it at any time at will, or as other-
wise provided by any agreement between the Company and the Optionee, is specifi-
cally reserved. Neither the Optionee nor any person entitled to exercise the
Optionee's rights in the event of the Optionee's death shall have any rights of
a stockholder with respect to the shares subject to each Option, except to the
extent that, and until, such shares shall have been issued upon the exercise of
11.2. Plan Expenses: Any expenses of administering this Plan shall be
borne by the Company.
11.3. Use of Exercise Proceeds: Payments received from Optionees upon the
exercise of Options shall be used for the general corporate purposes of the
Company, except that any stock received in payment may be retired, or retained
in the Company's treasury and reissued.
11.4. Indemnification: In addition to such other rights of indemnifica-
tion as they may have as members of the Board, or the Committee, the members of
the Committee and the Board shall be indemnified by the Company against all
costs and expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any
Option granted thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment based upon a finding of bad
faith; provided that upon the institution of any such action, suit or proceeding
a Committee or Board member shall, in writing, give the Company notice thereof
and an opportunity, at its own expense, to handle and defend the same before
such Committee or Board member undertakes to handle and defend it on such
member's own behalf.
SHAREHOLDER APPROVAL AND EFFECTIVE DATES
12.1. The Plan shall become effective when it is adopted by the Board.
However, the Plan and all Options shall terminate after the passage of one year
from the date the Plan was adopted by the Board unless:
a. within such one year period, the Plan is approved by the vote at a
meeting of the shareholders of Harley-Davidson, Inc. of the holders of a
majority of the outstanding shares of Harley-Davidson, Inc. entitled to
vote; provided that if at a meeting of such shareholders held within such
one year period, the Plan is not so approved, the Plan and all Options shall
terminate at the time of that meeting of shareholders; or
b. within such one year period, the Plan is approved by the written
consent of the holders of a majority of the outstanding shares of Harley-
Davidson, Inc. entitled to vote.
Options may not be granted under the Plan after May 13, 2000.