1995 STOCK OPTION PLAN
(as amended through May 8, 1999)
The purpose of the Harley-Davidson, Inc. 1995 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; provided
that if any member of the Human Resources Committee is not both a
Disinterested Person and Outside Director, the Committee shall be comprised
of only those members of the Human Resources Committee who are both
Disinterested Persons and Outside Directors.
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: Non-employee directors 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 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
422 of the Code and which is designated as an incentive option by the
2.11. NON-ISO: A stock option which is not an ISO.
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: A person who has been granted one or more Options.
2.15. OUTSIDE DIRECTORS: Outside Directors within the meaning of
Section 162(m) of the Code and the regulations promulgated thereunder.
2.16. PARENT CORPORATION: The parent corporation, as define in
Section 424(e) of the Code.
2.17. PLAN: The Harley-Davidson, Inc. 1990 Stock Option Plan.
2.18. RETIREMENT: Retirement on or after age sixty-two or, with the
consent of the Committee, at an earlier age.
2.19. 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 Harley-Davidson, Inc.
2.20. 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. 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 administration, and perform all other acts
relating to the Plan, including the delegation of administrative
responsibilities, which it believes reasonable and proper.
3.2. Subject to the provisions of the Plan, the Committee shall, in
its discretion, determine who shall be granted Options, the number of shares
subject to option under any
such Options, the dates after which Options, the dates after which Options
may be exercise, in whole or in part, whether Options shall be ISOs, and the
terms and conditions of the Options.
3.3. Any decision made, or action taken, by the Committee arising
out of or in connection with the interpretation and administration of the
Plan shall be final and conclusive.
3.4 To the extent permitted by applicable law, the Committee may, in
its discretion, delegate to the Chief Executive Officer of the Company any
or all of the authority and responsibility of the Committee under the Plan
to grant Options to employees of the Company or its affiliates and/or
persons who have been engaged to become employees of the Company or its
affiliates, in each case other than employees who are, or persons engaged to
become employees who upon employment will be, subject to the provisions of
Section 16 of the Securities and Exchange Act of 1934, as amended, at the
time any such delegated authority or responsibility is exercised. To the
extent that the committee has delegated to the Chief Executive Officer the
authority and responsibility of the Committee, all references to the
Committee in the Plan other than in this Section 3.4 shall include the Chief
Executive Officer with respect to the matters delegated. No such delegation
shall preclude the Committee from exercising the authority and
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 15,200,000; provided that Options for not
more than 800,000 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, be canceled
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, 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. 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
422 of the Code and are designated ISOs by the Committee shall be ISOs and
all other Options shall be Non-ISOs.
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. How ever, no Option or portion
thereof shall be exercisable after the Termination Date.
6.4. SPECIAL RULES REGARDING ISOS GRANTED TO CERTAIN EMPLOYEES:
Notwithstanding 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 al
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
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
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 Options and may impose such limitations and
prohibitions 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 or
prior to the exercise of an Option 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 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 it discretion, 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 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 judgement 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, (s) 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 Option Price.
6.8. NONTRANSFERABILITY OF OPTIONS: Except as may otherwise be provided
by the Committee, 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
other wise 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,
DISABILITY OR DEATH. Except as may be otherwise provided by the
Committee, if an Optionee shall cease to be employed by the Company
otherwise than by reason of Retirement, Disability, or death, (i) each
Option held by the Optionee, together with all rights thereunder, that
is not vested shall terminate on the date of cessation of employment,
to the extent not previously exercised and (ii) the Optionee shall have
a period of 90 days from the date of cessation of employment to
exercise each Option held by the Optionee that is vested on the date of
cessation of employment. At the end of such 90-day period, each such
Option that has not been exercised, together with all rights
thereunder, shall terminate, 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 Retirement or Disability, each Option held by the Optionee
shall remain exercisable, to the extent it was exercisable at the time
of cessation of employment, 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 6.9(c) of the
iii. the third anniversary of the date of the cessation of
the Optionee's employment, if employment ceased by reason of
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 death. In the event of the death of the Optionee while
entitled to exercise an Option pursuant to Section 6.9(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 shall pass by will of 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 person to whom an Optionee's
rights under an Option have passed by will or by the applicable laws
of descent and distribution shall be subject to all terms and
condition 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 options' (within the meaning of Section 422 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 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 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 who are
not Disinterested Persons. 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 Directors 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
Harley-Davidson, Inc.'s then outstanding Common Stock or 20% or more of
the voting power of Harley-Davidson, Inc.'s Directors; (iii) the
approval by Harley-Davidson, Inc.'s stockholders of the merger or
consolidation of Harley-Davidson, Inc. with any other corporation, the
sale of substantially all of Harley-Davidson, Inc.'s assets or the
liquidation or dissolution of Harley-Davidson, inc., 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 who are
Disinterested Persons in office immediately prior to any other action
proposed to be taken by Harley-Davidson, Inc.'s stockholders or by the
Board determine that such proposed action, if taken, would constitute a
change of control of Harley-Davidson, Inc. and such action is taken;
(b) 'Continuing Director' means any individual who is either
(i) a member of the Board on the date hereof or (ii) a member of the
Board whose election or nomination to the Board was approved by a vote
of at least two-thirds (2/3) of the Continuing Directors (other than a
person whose election was as a result of an actual or threatened proxy
or other control contest).
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 judgement of the
Committee necessitates an adjustment to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan, then the Committee may, in such manner as it may deem equitable, adjust
any or all of (i) the number and type of securities subject to the Plan and
which thereafter may be the subject of Options; (ii) the number and type of
securities subject to outstanding Options; (iii) the Option Price with
respect to any Option; and (iv) the number of shares of Common Stock that may
be issued pursuant to Options granted to an Optionee in any calendar year;
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 judgement 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
b. increase the aggregate number of Shares of Common Stock
which may be issued pursuant to Options granted under the Plan,
except as is provided for in accordance with Article VIII of the
c. increase the number of shares of Common Stock which may
be issued pursuant to Options granted to an Optionee in any
calendar year, except as is provided for in accordance with Article
VIII of the plan;
d. reduce the minimum Option Price, except as is provided
for in accordance with Article VIII of the Plan;
e. extend the period of granting Options; or
f. materially increase in any other way the benefits
accruing to Optionees.
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
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 the Code.
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 is traded.
11.1. PLAN DOES NOT CONFER EMPLOYMENT OR SHAREHOLDER RIGHTS: The right
of the Employer to terminate (whether by dismissal, discharge, retirement or
otherwise) the Optionee's employment with it at any time at will, or as
otherwise provided by any agreement between the Company and the Optionee, is
specifically 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 shareholder 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 each Option.
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
indemnification 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 nay 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 judgement 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 approved by the
shareholders of Harley-Davidson, Inc. at a shareholders meeting by the
requisite vote under New York Stock Exchange Rules, Internal Revenue Code
Section 162(m) and Rule 16b-3 under the Securities Exchange Act of 1934.
Options may not be granted under the Plan after April 26, 2005.