HARLEY-DAVIDSON
DEFERRED COMPENSATION PLAN
AS RESTATED EFFECTIVE JANUARY 1, 2000
HARLEY-DAVIDSON
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
Page
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HARLEY-DAVIDSON DEFERRED COMPENSATION PLAN......................................................................1
ARTICLE I. DEFINITIONS ......................................................................................2
Section 1.1. Administrator.........................................................................2
Section 1.2. Board.................................................................................2
Section 1.3. Change of Control Event...............................................................2
Section 1.4. Company...............................................................................2
Section 1.5. Continuing Director...................................................................3
Section 1.6. Deferred Benefit Account..............................................................3
Section 1.7. Plan..................................................................................3
Section 1.8. Plan Interest Rate....................................................................3
ARTICLE II. ELIGIBILITY AND PARTICIPATION.......................................................................4
Section 2.1. Eligibility...........................................................................4
Section 2.2. Participation.........................................................................4
Section 2.3. Deferred Amount.......................................................................4
Section 2.4. Irrevocable Elections.................................................................5
Section 2.5. Effect of Change of Control Event.....................................................5
ARTICLE III. INVESTMENT PROGRAMS FOR DEFERRED BENEFIT ACCOUNTS..................................................6
Section 3.1. Life Insurance Investment Program.....................................................6
Section 3.2. Diversified Investment Program........................................................6
Section 3.3. Participant Investment Directions.....................................................6
Section 3.4. Payroll Tax Withholding...............................................................7
Section 3.5. 401(k) Matching Contribution Make Up Amounts..........................................7
Section 3.6. Unfunded Plan.........................................................................7
Section 3.7. Participant Statements................................................................7
ARTICLE IV. DISTRIBUTIONS AND BENEFITS..........................................................................8
Section 4.1. Benefits Generally....................................................................8
Section 4.2. Benefits Upon Death...................................................................8
Section 4.3. Benefit Adjustments...................................................................9
Section 4.4. Payment of Benefits Upon Termination of Employment At or After Age 55.................9
Section 4.5. Changes to Payment Periods...........................................................10
Section 4.6. Beneficiary Designation..............................................................10
Section 4.7. Annual Payment Date..................................................................11
Section 4.8. Hardship Payments....................................................................11
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Section 4.9. Nonalienation........................................................................11
Section 4.10. Not a Contract of Employment.........................................................11
ARTICLE V. RELATION TO DEFINED BENEFIT PLANS...................................................................12
Section 5.1. General..............................................................................12
Section 5.2. Lump Sum Payment Election............................................................12
Section 5.3. Lump Sum Payment Procedures; Small Payment Cash Out Rules............................12
ARTICLE VI. MISCELLANEOUS .....................................................................................13
Section 6.1. Tax Withholding Upon Distribution....................................................13
Section 6.2. Amendment and Termination............................................................13
Section 6.3. Governing Law........................................................................13
Section 6.4. Binding Upon Successors..............................................................13
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INTRODUCTION
Harley-Davidson, Inc. created the Deferred Compensation Plan,
effective October 1, 1988, to assist eligible employees of Harley-Davidson, Inc.
and its affiliates to defer income, while creating an enhanced death benefit,
until their retirement, death, or other termination of employment.
Harley-Davidson Motor Company became the sponsor of the Plan in 1994.
Employees of Harley Davidson, Inc. and its affiliates remain eligible to
participate in the Plan.
The Plan was amended and restated effective January 1, 1998, to
consolidate previous changes to the Plan.
The Plan was amended and restated effective January 1, 1999, to add an
additional investment program and to enhance the certainty of payment of Plan
benefits in case of a change of control of Harley-Davidson, Inc. The Plan was
further amended effective January 1, 2000, to close Program A, the life
insurance investment program, to new deferral commitments effective January 1,
2000. All changes through January 1, 2000, are incorporated herein.
ARTICLE I. DEFINITIONS
SECTION 1.1. ADMINISTRATOR. "Administrator" means the Retirement Plans
Committee appointed by the Board of Directors of Harley-Davidson Motor Company
Group, Inc. The Vice President--Controller of Harley-Davidson Motor Company
Group, Inc., or such Vice-President's delegate, is charged with the day-to-day
responsibility of administration of the Plan.
SECTION 1.2. BOARD. "Board" means the board of directors of
Harley-Davidson, Inc.
SECTION 1.3.CHANGE OF CONTROL EVENT. "Change of Control Event" means
any one of the following:
(a) Continuing Directors no longer constitute at least two-thirds
(2/3) of the members of the Board;
(b) Any person or group of persons (as defined in Rule 13d-5 under
the Securities Exchange Act of 1934), together with its affiliates, becomes the
beneficial owner, directly or indirectly, of twenty percent (20%) or more of the
then outstanding common stock of Harley-Davidson, Inc. or twenty percent (20%)
or more of the voting power of the then outstanding securities of
Harley-Davidson, Inc. entitled generally to vote for the election of the members
of the Board;
(c) The approval by the stockholders of Harley-Davidson, Inc. of the
merger or consolidation of Harley-Davidson, Inc. with any other corporation, the
sale of substantially all of the assets of Harley-Davidson, Inc., or the
liquidation or dissolution, of Harley-Davidson, Inc., unless, in the case of a
merger or consolidation, the then Continuing Directors in office immediately
prior to such merger or consolidation will constitute at least two-thirds (2/3)
of the directors of the surviving corporation of such merger or consolidation
and any parent (as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of such corporation; or
(d) At least two-thirds (2/3) of the then Continuing Directors in
office immediately prior to any other action proposed to be taken by the
shareholders of Harley-Davidson, Inc. or by the Board determines that such
proposed action, if taken, would constitute a change of control of
Harley-Davidson, Inc. and such action is taken.
SECTION 1.4. COMPANY. "Company" means Harley-Davidson Motor Company
Group, Inc.
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SECTION 1.5. CONTINUING DIRECTOR. "Continuing Director" means any
individual who is either (i) a member of the Board on January 1, 1999, 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).
SECTION 1.6. DEFERRED BENEFIT ACCOUNT. "Deferred Benefit Account"
means the account established for each participant under the Plan comprised of
deferred compensation amounts as adjusted to reflect the net investment return
associated with such amounts, as determined under the Plan. The Deferred Benefit
Account established for a participant under the Life Insurance Investment
Program (Program A) is called the participant's "Deferred Benefit Account in
Program A." The Deferred Benefit Account established for a participant under the
Diversified Investment Program (Program B) is called the participant's "Deferred
Benefit Account in Program B." The amount credited under the Plan for a
participant pursuant to Section 3.5 is called the participant's "Harley-Davidson
Match Deferred Benefit Account."
SECTION 1.7. PLAN. "Plan" means the Harley-Davidson Deferred
Compensation Plan.
SECTION 1.8. PLAN INTEREST RATE. The "Plan Interest Rate" means, for
each twelve (12) consecutive months ending after September 1, the Moody's Long
Term Bond Rate in effect on such September 1 (or the last business day
immediately preceding such date if it is a Saturday, Sunday, or holiday).
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ARTICLE II. ELIGIBILITY AND PARTICIPATION
SECTION 2.1. ELIGIBILITY. Plan participation is limited to a select
group of management or highly compensated employees of the Company,
Harley-Davidson, Inc., or their affiliates. Coverage under the Plan also may be
extended to independent contractors engaged by the Company, Harley-Davidson,
Inc., or their affiliates under circumstances, terms, and conditions that are
specifically approved by the Administrator and included in such person's written
participation agreement. The Administrator determines eligibility and may adjust
the entry level requirements if necessary to assure that the Plan continues to
be exempt from the eligibility, vesting, and funding requirements of the
Employee Retirement Income Security Act of 1974, as amended.
SECTION 2.2. PARTICIPATION.
(a) Eligible persons must complete written agreements annually in
order to participate. These agreements are called Deferred Compensation
Agreements. Deferred Compensation Agreements must be completed and filed with
the Administrator before the beginning of the calendar year for which they are
effective, except Deferred Compensation Agreements completed by newly-eligible
persons within thirty (30) days of becoming eligible for the first time under
the Plan may be effective immediately, but only as to compensation earned after
the date the Agreement is completed and filed with the Administrator.
(b) A person who ceases to be eligible for Plan participation cannot
elect any new deferrals under the Plan. Deferred Compensation Agreements in
effect at the time eligibility for Plan participation ceases may remain in
effect in accordance with their terms and the rules of the Plan.
(c) The Administrator makes all final decisions regarding eligibility
and compliance with the participation requirements.
SECTION 2.3. DEFERRED AMOUNT.
(a) Deferred Compensation Agreements must designate the amount of
compensation that is to be deferred and indicate whether the deferred amount is
to be deducted from salary or bonus, or from both. Deferred Compensation
Agreements entered into prior to January 1, 2000, also shall specify whether any
amount deferred is part of the Diversified Investment Program, rather than the
Life Insurance Investment Program, as such programs are described in Article
III. The Life Insurance Investment Program is closed to new deferrals, effective
January 1, 2000.
(b) Each Agreement shall also specify the calendar year during which
the compensation deferral is to take place.
(c) The minimum aggregate deferral under each separate Agreement is
five thousand dollars ($5,000). Only specific dollar amounts of compensation may
be elected as part of any Agreement. The Administrator may, in its discretion,
prospectively adjust minimum and maximum levels of deferral for all
participants.
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(d) The participant's employer will make the corresponding reductions
in compensation and the Company will credit such amount to the participant's
Deferred Benefit Accounts, making appropriate records to distinguish amounts
held under the Life Insurance Investment Program and the Diversified Investment
Program.
SECTION 2.4. IRREVOCABLE ELECTIONS. A participant's deferral election
is irrevocable except for substantial financial need of a participant due to
serious and unanticipated family health, education, or housing needs
("Hardship"). The Administrator, in the Administrator's discretion, upon
demonstration of Hardship, may permit prospective reduction of the participant's
compensation deferral election for a calendar year. A request for reduction in
the deferral amount due to Hardship must be submitted in writing, with evidence
of Hardship, to the Administrator. If the request for change is approved it will
be prospectively effective, only.
SECTION 2.5. EFFECT OF CHANGE OF CONTROL EVENT. Upon the occurrence of
a Change of Control Event:
(a) All deferrals of compensation under the Plan shall cease. Amounts
that would otherwise be deferred will, instead, be paid to participants
currently as compensation.
(b) Deferred Benefit Accounts of all participants (whether employed,
terminated, or participants whose accounts are in pay status) shall be paid out
to all such participants within ten (10) business days after the Change of
Control Event. If payment is delayed beyond such payment deadline for any
reason, the balance to be paid out shall become fixed as of such tenth (10th)
day, except that such amount shall be increased in an amount equivalent to
interest on such fixed amount, to the date of actual payment, at a rate equal to
two times the Plan Interest Rate.
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ARTICLE III. INVESTMENT PROGRAMS FOR DEFERRED BENEFIT ACCOUNTS
SECTION 3.1. LIFE INSURANCE INVESTMENT PROGRAM.
(a) The Life Insurance Investment Program was the original investment
program that has been available under the Plan since 1988. Under the Life
Insurance Investment Program (sometimes referred to herein as "Program A") a
participant's deferred compensation amounts were used to establish a Deferred
Benefit Account in Program A that was credited with interest at the Plan
Interest Rate, and a death benefit (described in Article IV). The Life Insurance
Investment Program is closed to new deferrals effective January 1, 2000.
Effective at such time as the Administrator determines, a participant may elect
that the participant's Deferred Benefit Account under Program A shall cease
being deemed credited with interest at the Plan Interest Rate and shall
thereafter be deemed to be invested in accordance with Section 3.3.
(b) If a Program A Deferral Commitment is reduced, either for
Hardship or because of a Change of Control Event, the participant's death
benefit will be adjusted by the Administrator to reflect the reduced amount of
the compensation deferral. A participant whose Program A Deferral Commitment has
been reduced for Hardship may elect, prior to termination of employment, to
reinstate the participant's original deferral by paying to the Company the
difference between the reduced deferrals actually made and the originally
scheduled amount as described in the participant's original Program A Deferral
Commitment.
SECTION 3.2. DIVERSIFIED INVESTMENT PROGRAM. The Diversified
Investment Program (sometimes referred to herein as "Program B") is added to the
Plan effective January 1, 1999. Under the Diversified Investment Program, the
participant's Deferred Benefit Account in Program B is deemed to be invested in
investment options made available by the Administrator and selected by the
participant in accordance with Administrator rules. The special death benefit
provisions of Sections 4.2 and 4.3 do not apply to a participant's Deferred
Benefit Account in Program B.
SECTION 3.3. PARTICIPANT INVESTMENT DIRECTIONS.
(a) The participant investment direction provisions of this Section
apply to each participant's Deferred Benefit Account in Program B, the
participant's Harley-Davidson Match Deferred Benefit Account described in
Section 3.5, and, when elected by the participant in accordance with
Administrator rules, the participant's Deferred Benefit Account in Program A.
(b) The Administrator shall select and may prospectively change the
alternative investment options to be available for participant investment
direction under the Plan.
(c) Investment directions may be changed not less frequently than
once each year by participants. Any new or revised participant investment
direction, completed in accordance with Administrator rules, shall apply to all
of a participant's Deferred Benefit Accounts subject to participant investment
direction in the aggregate. A designated beneficiary may make investment
direction changes, in the event of the participant's death, in the same
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manner, before the beneficiary's interest in the Plan is fully paid out. The
Administrator may, from time to time, in its sole discretion, modify the minimum
notice period and maximum frequency of investment direction changes.
SECTION 3.4. PAYROLL TAX WITHHOLDING. A participant's employer may
deduct from non-deferred compensation any taxes it is required to withhold on
deferred amounts unless such amounts are withheld directly from the amount of
compensation actually deferred.
SECTION 3.5. 401(K) MATCHING CONTRIBUTION MAKE UP AMOUNTS.
The Company will also credit to the Harley-Davidson Match Deferred Benefit
Account of each participant a Company matching contribution in cash on amounts
deferred under this Plan in the same relative amount as is made to the
participant's pretax savings account in the Harley-Davidson Retirement Savings
Plan on amounts the participant has elected to defer under that plan. This
credit will be made as of the last day of the month in which the Company
matching contribution is deposited to the Retirement Savings Plan for a year.
The credit, and the earnings attributed to it, are subject only to the vesting
rules of the Retirement Savings Plan. Such amount shall not be deemed to be a
Company matching contribution to the Retirement Savings Plan for any
nondiscrimination testing purposes. A participant will not, under any
circumstances, be credited with an aggregate Company matching amount under this
Plan and the Retirement Savings Plan that is larger than the rate of matching
applicable for the year under the Retirement Savings Plan multiplied by six
percent (6%) of the participant's current and deferred compensation for such
year.
SECTION 3.6. UNFUNDED PLAN. A participant's Deferred Benefit Accounts
are a means of measuring the value of the participant's deferred compensation.
The Accounts do not create a trust fund of any kind. Any assets earmarked by the
Company to pay benefits under this Plan do at all times remain assets of the
Company. A participant has no property interest in specific assets of the
Company because of the Plan. The rights of the participant, a beneficiary, or an
estate to benefits under the Plan shall be solely those of an unsecured creditor
of the Company.
SECTION 3.7. PARTICIPANT STATEMENTS. Following the close of each year
the Administrator will provide statements of account to each participant.
Accounts shall be maintained, reported, and distributed in United States
Dollars.
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ARTICLE IV. DISTRIBUTIONS AND BENEFITS
SECTION 4.1. BENEFITS GENERALLY. Except as otherwise provided in
Section 4.2 in case of death or in Section 4.4 in case of a termination of
employment at or after reaching age fifty-five (55), upon a participant's
termination of employment the Company will pay to the participant, as
compensation for prior services, an amount equal to the participant's aggregate
Deferred Benefit Accounts measured as of the last day of the month in which
employment terminated. Such payment shall be made in a single lump sum amount
within thirty (30) days following the termination of employment or as soon
thereafter as is administratively feasible.
SECTION 4.2. BENEFITS UPON DEATH.
(a) Upon the death of a participant prior to termination of
employment, and before any periodic payments have started, the Company will pay
to the designated beneficiary of a participant with a Deferred Benefit Account
in Program A, as compensation for services rendered prior to the date of death,
a benefit equal to the participant's Deferred Benefit Account in Program A
measured as of the last day of the month coincident with or immediately
following the date of death or, if greater, a death benefit determined as
follows:
Multiple of Program A Deferral
Age at Commitments Determined Separately
Deferral as to each deferral Commitment
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Through 45 5.0
46 4.8
47 4.6
48 4.4
49 4.2
50 4.0
51 3.8
52 3.6
53 3.4
54 3.2
55 3.0
56 2.8
57 2.6
58 2.4
59 2.2
60 2.0
61 1.8
62 1.6
63 1.4
64 1.2
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Multiple of Program A Deferral
Age at Commitments Determined Separately
Deferral as to each deferral Commitment
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65 and over 1.0
(b) Upon the death of a participant prior to termination of
employment, and before any periodic payments have started, the Company will pay
to the designated beneficiary of a participant with any Deferred Benefit
Accounts other than in Program A, as compensation for service rendered prior to
the date of death, a benefit equal to the participant's Deferred Benefit
Accounts other than in Program A measured as of the last day of the month
coincident with or immediately following the date of death.
(c) Upon the death of a participant after termination of employment
and after the commencement of periodic payments under Section 4.4, but before
the completion of all such payments, the beneficiary entitled to receive such
payments may elect, subject to the discretion of the Administrator, to take an
immediate lump sum payment of any unpaid amounts due the beneficiary. The
Administrator shall have full discretion in determining whether or not to allow
such acceleration of payment to the beneficiary.
(d) Death benefits under (a) or (b) above are to be paid in ten (10)
annual installments. The amount to be distributed annually is determined by
multiplying the deceased participant's aggregate Deferred Benefit Account
balance by a fraction, the numerator of which is one (1) and the denominator of
which is the number of years remaining for the payments to be made (E.G., 1/10,
1/9, 1/8 etc.). Additional earnings are to be credited to amounts (other than
Deferred Benefit Accounts in Program A) during the installment payment period in
the same way earnings are credited while a participant is employed. No
additional earnings are credited during the installment payment period for any
death benefit amount that is determined as a multiple of a participant's Program
A Deferral Commitment.
SECTION 4.3. BENEFIT ADJUSTMENTS. If there is a reduction in a Plan A
deferral commitment, or a premature distribution from a Deferred Benefit Account
in Program A due to Hardship, the Administrator will advise the participant as
to the corresponding effect on the participant's death benefit. If a participant
has made more than one deferral commitment under Program A, the participant's
death benefit will be separately determined for each commitment. A special rule
applies, however, for any participant who was not insurable for a death benefit
larger than the "guaranteed issue" amount available to the Company at standard
rates when the participant, prior to January 1, 2000, completed a Deferred
Compensation Agreement calling for a deferral commitment to Program A. In that
case, the affected participant's death benefit with respect to such deferral
commitment is limited to the greater of (i) the balance in the participant's
Deferred Benefit Account, attributable to such deferral commitment, or (ii) an
amount of death benefit able to be insured by the Company at standard rates at
the time the participant completed his or her Deferred Compensation Agreement
providing for such Program A deferral commitment.
SECTION 4.4. PAYMENT OF BENEFITS UPON TERMINATION OF EMPLOYMENT AT OR
AFTER AGE 55.
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(a) A participant may select the number of years over which the
aggregate amount of the participant's Deferred Benefit Accounts is to be paid to
the participant upon termination of employment with the Company at or after age
fifty-five (55), up to a maximum of fifteen (15) years. Such election must be
made in writing filed with the Administrator prior to the initial deferral of
any amount hereunder, except as provided in (c) below. A participant may change
the participant's benefit payment election as described in Section 4.5. If no
valid election is in effect, then payment of the participant's aggregate
Deferred Benefit Accounts shall be made in ten (10) annual installments.
(b) The amount to be distributed annually is determined by
multiplying the aggregate balance of the participant's Deferred Benefit Account
by a fraction, the numerator of which is one (1) and the denominator of which is
the number of years remaining for the payments to be made (E.G., 1/10, 1/9, 1/8
etc.). Additional earnings are to be credited to a Deferred Benefit Account
during the installment payment period in the same way earnings are credited
while the participant is employed.
(c) Prior to January 1, 2000, each Deferred Compensation Agreement
separately required the election of a benefit payment period to apply if
payments commenced at or after age fifty-five (55). The number of possible
different elections that may be in effect for a participant after several years
of Plan participation presented complex administrative challenges that required
simplification. Accordingly, effective January 1, 2000, only a participant's
most recent valid benefit payment election will be recognized hereunder and it
will apply to the participant's Deferred Benefit Accounts in the aggregate. All
benefit payment elections made before the most recent valid election are void
and of no effect as of January 1, 2000, for any participant not then currently
in pay status (i. e., already receiving installment payments prior to January 1,
2000). Notwithstanding the foregoing simplification of the payment period
election process, any participant affected by this change may elect in writing
filed with the Administrator before January 1, 2001, a different installment
payment period (up to the maximum of fifteen (15) annual payments) to apply to
the participant's Deferred Benefit Accounts in the aggregate.
SECTION 4.5. CHANGES TO PAYMENT PERIODS.
(a) A participant who has not previously made a benefit payment
period election, or who has a benefit payment period election already in effect,
may make an election or change an election, selecting a payment period of up to
fifteen (15) years.
(b) Except as provided in Section 4.4(c), any election or change of a
benefit payment period election must be made in writing and filed with the
Administrator not less than twelve (12) months before the date of the
participant's termination of employment with the Company.
SECTION 4.6. BENEFICIARY DESIGNATION. All payments by the Company will
be made to the participant, if living. If the participant has died, then any
payment under the Plan will be made to the designated beneficiary of the
participant, which may include multiple beneficiaries. If such beneficiary dies
before receiving all payments due such beneficiary, any remaining payments will
be made to the designated beneficiary's estate unless a contingent beneficiary
was designated by the participant as to such amounts. If there is a contingent
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beneficiary payments will be made to the contingent beneficiary and, if such
contingent beneficiary dies, any remaining payments will be made to the
contingent beneficiary's estate. If there is no beneficiary designation in force
when Plan benefits become payable upon the death of a participant, payment shall
be to the participant's spouse, or if no spouse is then living, to the
participant's estate. All beneficiary designations must be made in writing and
acknowledged by the Administrator.
SECTION 4.7. ANNUAL PAYMENT DATE. All installment payments by the
Company of Deferred Benefit Accounts hereunder will be made each year on a June
payroll date on the basis of account values determined as of the immediately
preceding March 31. The Administrator may make payments on other dates where
necessary due to Hardship, other special circumstances, or where authorized by
Administrator rule.
SECTION 4.8. HARDSHIP PAYMENTS. The Administrator may, in his or her
sole discretion, upon the finding that the participant has suffered a Hardship
(as described in Section 2.4), distribute to the participant any portion of the
participant's Deferred Benefit Account as of such date that is appropriate to
the need created by the Hardship.
SECTION 4.9. NONALIENATION. The right of a participant or any other
person to the payment of benefits under this Plan shall not be assigned,
transferred, pledged, or encumbered.
SECTION 4.10. NOT A CONTRACT OF EMPLOYMENT. This Plan may not be
construed as giving any person the right to be retained as an employee of the
Company, Harley-Davidson, Inc., or any of their subsidiaries or affiliates.
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ARTICLE V. RELATION TO DEFINED BENEFIT PLANS
SECTION 5.1. GENERAL. The Company will supplement the defined benefit
pension benefit that may be provided to each participant under the Company's
defined benefit pension plan with an amount equal to the pension benefit that
would have been earned by the participant on the amount of compensation deferred
by the participant under this Plan, had such amount been received as
compensation by the participant rather than deferred hereunder. Unless a
participant has elected an optional lump sum form of payment under this Article
V, such amount shall be paid in the same form of payment applicable to the
payment of benefits to the participant under the Company's defined benefit
pension plan. The supplemental pension amount described in this Section is
subject to the defined benefit pension plan's rules regarding determination of
amount and vesting. Under no circumstance will this provision be construed to
permit payment to a participant of an aggregate pension benefit, including this
supplemental pension benefit, that is larger than the pension benefit the
participant otherwise would have received if there had been no deferral election
under this Plan.
SECTION 5.2. LUMP SUM PAYMENT ELECTION. A participant may elect, in
accordance with Administrator rules, prior to the calendar year in which
periodic payments under the Plan are otherwise to commence, to receive payment
of the participant's supplemental pension amount under this Article in a single
lump sum cash payment amount. The amount of such lump sum cash payment shall be
equal to the present value of the participant's supplemental pension under this
Article V determined on the assumption that two hundred forty (240) consecutive
monthly payments in the form of a single life annuity would otherwise be made,
commencing on the later of the first day of the month following the
participant's attainment of age fifty-five (55) or the employee's retirement
date and based on a reasonable interest rate assumption for this purpose,
determined by the Administrator, which shall be the "applicable interest rate"
used by the Company for purposes of its Pension Benefit Restoration Plan.
SECTION 5.3. LUMP SUM PAYMENT PROCEDURES; SMALL PAYMENT CASH OUT
RULES. The Administrator shall establish rules and procedures to facilitate
making lump sum payment elections no later than the close of the calendar year
preceding the calendar year in which benefit payments are to commence. The
Administrator is authorized to cash out the present value of benefits using the
methodology of this Article V where the monthly payments that would otherwise be
made would be DE MINIMIS, as determined by the Administrator.
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ARTICLE VI. MISCELLANEOUS
SECTION 6.1. TAX WITHHOLDING UPON DISTRIBUTION. The Company will
withhold from all benefit payments all required taxes.
SECTION 6.2. AMENDMENT AND TERMINATION. The Company may, at any time,
modify or amend the Plan by action of the Retirement Plans Committee that is
charged with responsibility for this Plan. The Company may, at any time,
terminate the Plan. The Company may not, however, reduce any benefit payment
obligation to a participant based on deferrals already made, without the
participant's consent. Plan amendments adopted pursuant to this section shall
govern all Deferred Compensation Agreements and Deferred Benefit Accounts
uniformly except to the extent otherwise specifically provided by such
amendment.
SECTION 6.3. GOVERNING LAW. The Plan is to be construed under the laws
of the State of Wisconsin.
SECTION 6.4. BINDING UPON SUCCESSORS. This Plan is binding upon the
Company and participants and their respective successors, assigns, heirs,
executors, and beneficiaries.
HARLEY-DAVIDSON MOTOR COMPANY GROUP, INC.
BY:
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Vice President--Controller
Date:
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