{"id":38154,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1986-stock-option-plan-harley-davidson-in2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1986-stock-option-plan-harley-davidson-in2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1986-stock-option-plan-harley-davidson-in2.html","title":{"rendered":"1986 Stock Option Plan &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>                             HARLEY-DAVIDSON, INC.\n\n                             1986 STOCK OPTION PLAN\n\n                     (as amended through February 2, 1995)\n\n                                   ARTICLE I\n\n                                    PURPOSE\n\n     The purpose of the Harley-Davidson, Inc. 1986 Stock Option Plan is to\nprovide favorable opportunities for certain selected employees of Harley-\nDavidson, Inc. and its subsidiaries to purchase or receive shares of Common\nStock of Harley-Davidson, Inc., or to benefit from the appreciation thereof.\nSuch opportunities should provide an increased incentive for these employees to\ncontribute to the future success and prosperity of Harley-Davidson, Inc., thus\nenhancing the value of the stock for the benefit of the shareholders, and\nincrease the ability of Harley-Davidson, Inc. to attract and retain individuals\nof exceptional skill upon whom, in large measure, its sustained progress, growth\nand profitability depend.\n\n\n                                   ARTICLE II\n\n                                  DEFINITIONS\n\n     The following capitalized terms used in the Plan shall have the respective\nmeanings set forth in this Article:\n\n       2.1.  Board:  The Board of Directors of Harley-Davidson, Inc.\n\n       2.2.  Code:  The Internal Revenue Code of 1986, as amended, and the rules\n  and regulations promulgated thereunder.\n\n       2.3.  Committee:  The Human Resources Committee of the Board; provided\n  that if any member of the Human Resources Committee is not both a\n  Disinterested Person and Outside Director, the Committee shall be comprised of\n  only those members of the Human Resources Committee who are both Disinterested\n  Persons and Outside Directors.\n\n       2.4.  Common Stock:  The common stock of Harley-Davidson, Inc.\n\n       2.5.  Company:  Harley-Davidson, Inc. and any of its Subsidiaries.\n\n       2.6.  Disability:  Disability within the meaning of Section 22(e)(3) of\n  the Code, as determined by the Committee.\n\n       2.7.  Disinterested Persons:  Disinterested persons within the meaning of\n  Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as\n  amended.\n\n \n       2.8.  Employer:  The entity that employs the employee or Optionee.\n\n       2.9.  Fair Market Value:  The average of the high and low reported sales\n  prices of Common Stock on the New York Stock Exchange Composite Tape on the\n  date for which fair market value is being determined.\n\n       2.10.  ISO:  An incentive stock option within the meaning of Section 422\n  of the Code and which is designated as an incentive stock option by the\n  Committee.\n\n       2.11.  Non-ISO:  A stock option which is not an ISO.\n\n       2.12.  Option:  A stock option granted under the Plan.\n\n       2.13.  Option Price:  The purchase price of a share of Common Stock under\n  an Option.\n\n       2.14.  Optionee:  A person who has been granted one or more Options.\n\n       2.15.  Outside Directors:  Outside Directors within the meaning of\n  Section 162(m) of the Code and the regulations promulgated thereunder.\n\n       2.16.  Parent Corporation:  The parent corporation, as defined in Section\n  424(e) of the Code.\n\n       2.17.  Plan:  The Harley-Davidson, Inc. 1986 Stock Option Plan.\n\n       2.18.  Retirement:  Retirement on or after age sixty-two or, with the\n  consent of the Committee, at an earlier age.\n\n       2.19.  Subsidiary:  A corporation, limited partnership, general\n  partnership, limited liability company, business trust or other entity of\n  which more than fifty percent (50%) of the voting power or ownership interest\n  is directly and\/or indirectly held by Harley-Davidson, Inc.\n\n       2.20.  Termination Date:  A date fixed by the Committee but not later\n  than the day preceding the tenth anniversary of the date on which the Option\n  is granted.\n\n\n                                  ARTICLE III\n\n                                 ADMINISTRATION\n\n        3.1.  The Committee shall administer the Plan and shall have full power\nto grant Options, construe and interpret the Plan, establish and amend rules and\nregulations for its administration, and perform all other acts relating to the\nPlan, including the delegation of administrative responsibilities, which it\nbelieves reasonable and proper.\n\n        3.2.  Subject to the provisions of the Plan, the Committee shall, in its\ndiscretion, determine who shall be granted Options, the number of shares subject\nto option under any such Options, the dates after which Options may be\nexercised, in whole or in part, whether Options shall be ISOs, and the terms and\nconditions of the Options.\n\n \n        3.3.  Any decision made, or action taken, by the Committee arising out\nof or in connection with the interpretation and administration of the Plan shall\nbe final and conclusive.\n\n\n                                   ARTICLE IV\n\n                           SHARES SUBJECT TO THE PLAN\n\n        4.1.  The total number of shares of Common Stock available for grants of\nOptions under the Plan shall be 400,000; provided that Options for not more than\n100,000 shares of Common Stock shall be granted to an Optionee in any calendar\nyear under the Plan, which amount shall be reduced by the amount of Common Stock\nsubject to options granted to such Optionee in such calendar year under any\nother stock option plan of the Company.  The foregoing amounts shall be subject\nto adjustment in accordance with Article VIII of the Plan.  These shares may be\neither authorized but unissued or reacquired shares of Common Stock.  If an\nOption or portion thereof shall expire, be canceled or terminate for any reason\nwithout having been exercised in full, the unpurchased shares covered by such\nOption shall be available for future grants of Options.  An Option, or portion\nthereof, exercised through the exercise of a stock appreciation right pursuant\nto Section 6.7 of the Plan shall be treated, for the purposes of this Article,\nas though the Option, or portion thereof, had been exercised through the\npurchase of Common Stock, with the result that the shares of Common Stock\nsubject to the Option, or portion thereof, that was so exercised shall not be\navailable for future grants of Options.\n\n\n                                   ARTICLE V\n\n                                  ELIGIBILITY\n\n        5.1.  Options may be granted to key employees of the Company or to\npersons who have been engaged to become key employees of the Company.  Key\nemployees will comprise, in general, those who contribute to the management,\ndirection and overall success of the Company, including those who are members of\nthe Board.  Members of the Board who are not employees of the Company shall not\nbe eligible for Option grants.\n\n\n                                   ARTICLE VI\n\n                                TERM OF OPTIONS\n\n        6.1.  Option Agreements:  All Options shall be evidenced by written\nagreements executed by the Company.  Such Options shall be subject to the\napplicable provisions of the Plan, and shall contain such provisions as are\nrequired by the Plan and any other provisions the Committee may prescribe.  All\nagreements evidencing Options shall specify the total number of shares subject\nto each grant, the Option Price and the Termination Date.  Those Options that\ncomply with the requirements for an ISO set forth in Section 422 of the Code and\nare designated ISOs by the Committee shall be ISOs and all other Options shall\nbe Non-ISOs.\n\n \n        6.2.  Option Price:  The Option Price shall be set by the Committee;\nprovided, however, that the price per share shall not be less than the Fair\nMarket Value of a share of Common Stock on the date the Option is granted.\n\n        6.3.  Period of Exercise:  The Committee shall determine the dates after\nwhich Options may be exercised in whole or in part.  If Options are exercisable\nin installments, installments or portions thereof that are exercisable and not\nexercised shall accumulate and remain exercisable.  The Committee may also amend\nan Option to accelerate the dates after which Options may be exercised in whole\nor in part.  However, no Option or portion thereof shall be exercisable after\nthe Termination Date.\n\n        6.4.  Special Rules Regarding ISOs Granted to Certain Employees:\nNotwithstanding any contrary provisions of Sections 6.2 and 6.3 of the Plan, no\nISO shall be granted to any employee who, at the time the Option is granted,\nowns (directly or indirectly, within the meaning of Section 424(d) of the Code)\nmore than ten percent of the total combined voting power of all classes of stock\nof the Employer or of any Subsidiary or Parent Corporation thereof, unless (a)\nthe Option Price under such Option is at least 110 percent of the Fair Market\nValue of a share of Common Stock on the date the Option is granted and (b) the\nTermination Date of such Option is a date not later than the day preceding the\nfifth anniversary of the date on which the Option is granted.\n\n        6.5.  Manner of Exercise and Payment:  An Option, or portion thereof,\nshall be exercised by delivery of a written notice of exercise to the Company\nand payment of the full price of the shares being purchased pursuant to the\nOption.  An Optionee may exercise an Option with respect to less than the full\nnumber of shares for which the Option may then be exercised, but an Optionee\nmust exercise the Option in full shares of Common Stock.  The price of Common\nStock purchased pursuant to an Option, or portion thereof, may be paid:\n\n        a.  in United States dollars in cash or by check, bank draft or money\n   order payable to the order of the Company.\n\n        b.  through the delivery of shares of Common Stock with an aggregate\n   Fair Market Value on the date of exercise equal to the Option Price, or\n\n        c.  by any combination of the above methods of payment.\n\nThe Committee shall determine acceptable methods for tendering Common Stock as\npayment upon exercise of an Option and may impose such limitations and\nprohibitions on the use of Common Stock to exercise an Option as it deems\nappropriate, including, without limitation, any limitation or prohibition\ndesigned to avoid certain accounting consequences which may result from the use\nof Common Stock as payment upon exercise of an Option.\n\n        6.6.  Withholding Taxes:  The Company may, in its discretion, require an\nOptionee to pay to the Company at the time of exercise the amount that the\nCompany deems necessary to satisfy its obligation to withhold Federal, state or\nlocal income or other taxes incurred by reason of the exercise.  Upon or prior\nto the exercise of an Option requiring tax withholding, an Optionee may make a\nwritten election to have shares of Common Stock withheld by the Company from the\nshares otherwise to be received.  The number of shares so withheld shall have an\naggregate Fair Market Value on the date of exercise sufficient to satisfy the\napplicable withholding taxes.  The acceptance of any such\n\n \nelection by an Optionee shall be at the sole discretion of the Committee.  Where\nthe exercise of an Option does not give rise to an obligation to withhold\nFederal income taxes on the date of exercise, the Company may, in its\ndiscretion, require an Optionee to place shares of Common Stock purchased under\nthe Option in escrow for the benefit of the Company until such time as Federal\nincome tax withholding is required on amounts included in the gross income of\nthe Optionee as a result of the exercise of an Option.  At such time, the\nCompany, in its discretion, may require an Optionee to pay to the Company the\namount that the Company deems necessary to satisfy its obligation to withhold\nFederal, state or local income or other taxes incurred by reason of the exercise\nof the Option, in which case the shares of Common Stock will be released from\nescrow to the Optionee.  Alternatively, subject to acceptance by the Committee,\nin its sole discretion, an Optionee may make a written election to have shares\nof Common Stock held in escrow applied toward the Company's obligation to\nwithhold Federal, state or local income or other taxes incurred by reason of the\nexercise of the Option, based on the Fair Market Value of the shares on the date\nof the termination of the escrow arrangement.  Upon application of such shares\ntoward the Company's withholding obligation, any shares of Common Stock held in\nescrow and not, in the judgment of the Committee, necessary to satisfy such\nobligation shall be released from escrow to the Optionee.\n\n        6.7.  Stock Appreciation Rights:  At or after the grant of an Option,\nthe Committee, in its discretion, may provide an Optionee with an alternate\nmeans of exercising an Option, or a designated portion thereof, by granting the\nOptionee a stock appreciation right.  A \"stock appreciation right\" is a right to\nreceive, upon exercise of an Option or any portion thereof, in the Committee's\nsole discretion, an amount of cash equal to, and\/or shares of Common Stock\nhaving a Fair Market Value on the date of exercise equal to, the excess of the\nFair Market Value of a share of Common Stock on the date of exercise over the\nOption Price, multiplied by the number of shares of Common Stock that the\nOptionee would have received had the Option or portion thereof been exercised\nthrough the purchase of shares of Common Stock at the Option Price, provided\nthat (a) such Option or portion thereof has been designated as exercisable in\nthis alternative manner, (b) such Option or portion thereof is otherwise\nexercisable, and (c) the Fair Market Value of a share of Common Stock on the\ndate of exercise exceeds the Option Price.\n\n        6.8.  Nontransferability of Options:  Each Option shall, during the\nOptionee's lifetime, be exercisable only by the Optionee, and neither it nor any\nright hereunder shall be transferable otherwise than by will or the laws of\ndescent and distribution or be subject to attachment, execution or other similar\nprocess.  In the event of any attempt by the Optionee to alienate, assign,\npledge, hypothecate or otherwise dispose of an Option or of any right hereunder,\nexcept as provided for herein, or in the event of any levy or any attachment,\nexecution or similar process upon the rights or interest hereby conferred, the\nCompany may terminate the Option by notice to the Optionee and the Option shall\nthereupon become null and void.\n\n        6.9.  Cessation of Employment of Optionee:\n\n        a.  Cessation of Employment other than by Reason of Retirement,\n   Disability or Death.  If an Optionee shall cease to be employed by the\n   Company otherwise than by reason of Retirement, Disability, or death, each\n   Option held by the Optionee, together with all rights hereunder, shall\n   terminate on the date of cessation of employment, to the extent not\n   previously exercised.\n\n \n        b.  Cessation of Employment by Reason of Retirement or Disability.  If\n   an Optionee shall cease to be employed by the Company by reason of Retirement\n   or Disability, each Option held by the Optionee shall remain exercisable, to\n   the extent it was exercisable at the time of cessation of employment, until\n   the earliest of:\n\n         i.   the Termination Date,\n\n         ii.  the death of the Optionee, or such later date not more than one\n       year after the death of the Optionee as the Committee, in its discretion,\n       may provide pursuant to Section 6.9(c) of the Plan,\n\n         iii.  the third anniversary of the date of the cessation of the\n       Optionee's employment, if employment ceased by reason of Retirement, or\n\n         iv.  the first anniversary of the date of the cessation of the\n       Optionee's employment by reason of Disability;\n\n   and thereafter all such Options shall terminate together with all rights\n   hereunder, to the extent not previously exercised.\n\n        c.  Cessation of Employment by Reason of Death.  In the event of the\n   death of the Optionee, while employed by the Company, an Option may be\n   exercised at any time or from time to time prior to the earlier of the\n   Termination Date or the first anniversary of the date of the Optionee's\n   death, by the person or persons to whom the Optionee's rights under each\n   Option shall pass by will or by the applicable laws of descent and\n   distribution, to the extent that the Optionee was entitled to exercise such\n   Option on the Optionee's date of death.  In the event of the death of the\n   Optionee while entitled to exercise an Option pursuant to Section 6.9(b), the\n   Committee, in its discretion, may permit such Option to be exercised at any\n   time or from time to time prior to the Termination Date during a period of up\n   to one year from the death of the Optionee, as determined by the Committee,\n   by the person or persons to whom the Optionee's rights under each Option\n   shall pass by will or by the applicable laws of descent and distribution, to\n   the extent that the Option was exercisable at the time of cessation of the\n   Optionee's employment.  Any person or persons to whom an Optionee's rights\n   under an Option have passed by will or by the applicable laws of descent and\n   distribution shall be subject to all terms and conditions of the Plan and the\n   Option applicable to the Optionee.\n\n        6.10.  Notification of Sales of Common Stock:  Any Optionee who disposes\nof shares of Common Stock acquired upon the exercise of an ISO either (a) within\ntwo years after the date of the grant of the ISO under which the stock was\nacquired or (b) within one year after the transfer of such shares to the\nOptionee, shall notify the Company of such disposition and of the amount\nrealized upon such disposition.\n\n \n                                  ARTICLE VII\n\n                LIMITATIONS AND ACCELERATIONS ON EXERCISABILITY\n\n        7.1.  Notwithstanding any other provision of this Plan, in the case of\nan ISO, the aggregate Fair Market Value (determined at the time the ISO is\ngranted) of the shares of Common Stock with respect to which all \"incentive\nstock options\" (within the meaning of Section 422 of the Code) are first\nexercisable by the Optionee during any calendar year (under this Plan and under\nall other incentive stock option plans of the Employer, any Subsidiary and any\nParent Corporation) shall not exceed $100,000.\n\n\n                                  ARTICLE VIII\n\n                                  ADJUSTMENTS\n\n        8.1.  If (a) the Company shall at any time be involved in a transaction\nto which Section 424(a) of the Code is applicable; (b) the Company shall declare\na dividend payable in, or shall subdivide or combine, its Common Stock; or (c)\nany other event shall occur which in the judgment of the Committee necessitates\nan adjustment to prevent dilution or enlargement of the benefits or potential\nbenefits intended to be made available under the Plan, then the Committee may,\nin such manner as it may deem equitable, adjust any or all of (i) the number and\ntype of securities subject to the Plan and which thereafter may be the subject\nof Options; (ii) the number and type of securities subject to outstanding\nOptions; (iii) the Option Price with respect to any Option; and (iv) the number\nof shares of Common Stock that may e issued pursuant to Options granted to an\nOptionee in any calendar year; provided, however, that each such adjustment, in\nthe case of ISOs, shall be made in such manner as not to constitute a\n\"modification\" within the meaning of Section 424(h)(3) of the Code.  The\njudgment of the Committee with respect to any matter referred to in this Article\nshall be conclusive and binding upon each Optionee.\n\n\n                                   ARTICLE IX\n\n                       AMENDMENT AND TERMINATION OF PLAN\n\n        9.1.  The Board may at any time, or from time to time, suspend or\nterminate the Plan in whole or in part or amend it in such respects as the Board\nmay deem appropriate, provided, however, that no such amendment shall be made,\nwhich would, without approval of the shareholders:\n\n        a.  materially modify the eligibility requirements for receiving\n   Options;\n\n        b.  increase the aggregate number of Shares of Common Stock which may be\n   issued pursuant to Options granted under the Plan, except as is provided for\n   in accordance with Article VIII of the Plan;\n\n        c.  increase the number of shares of Common Stock which may be issued\n   pursuant to Options granted to an Optionee in any calendar year, except as is\n   provided for in accordance with Article VIII of the Plan;\n\n \n            d. reduce the minimum Option Price, except as is provided for in\n   accordance with Article VIII of the Plan;\n\n            e.  extend the period of granting Options; or\n\n            f.  materially increase in any other way the benefits accruing to\n   Optionees.\n\n        9.2.  No amendment, suspension or termination of this Plan shall,\nwithout the Optionee's consent, alter or impair any of the rights or obligations\nunder any Option theretofore granted to an Optionee under the Plan.\n\n        9.3.  The Board may amend this Plan, subject to the limitations cited\nabove, in such manner as it deems necessary to permit the granting of Options\nmeeting the requirements of future amendments or issued regulations, if any, to\nthe Code.\n\n\n                                   ARTICLE X\n\n                        GOVERNMENT AND OTHER REGULATIONS\n\n        10.1.  The obligation of the Company to issue or transfer and deliver\nshares for Options exercised under the Plan shall be subject to all applicable\nlaws, regulations, rules, orders and approvals which shall then be in effect and\nrequired by governmental entities and the stock exchanges on which Common Stock\nis traded.\n\n\n                                   ARTICLE XI\n\n                            MISCELLANEOUS PROVISIONS\n\n        11.1.  Plan Does Not Confer Employment or Shareholder Rights:  The right\nof the Employer to terminate (whether by dismissal, discharge, retirement or\notherwise) the Optionee's employment with it at any time at will, or as\notherwise provided by any agreement between the Company and the Optionee, is\nspecifically reserved.  Neither the Optionee nor any person entitled to exercise\nthe Optionee's rights in the event of the Optionee's death shall have any rights\nof a shareholder with respect to the shares subject to each Option, except to\nthe extent that, and until, such shares shall have been issued upon the exercise\nof each Option.\n\n        11.2.  Plan Expenses:  Any expenses of administering this Plan shall be\nborne by the Company.\n\n        11.3.  Use of Exercise Proceeds:  Payments received from Optionees upon\nthe exercise of Options shall be used for the general corporate purposes of the\nCompany, except that any stock received in payment may be retired, or retained\nin the Company's treasury and reissued.\n\n        11.4.  Indemnification:  In addition to such other rights of\nindemnification as they may have as members of the Board, or the Committee, the\nmembers of the Committee and the Board shall be indemnified by the Company\nagainst all costs and expenses reasonably incurred by them in connection with\nany action, suit or proceeding to which they or any of them may be party by\nreason of any action taken or failure to act under or in connection with the\nPlan or any Option granted thereunder,\n\n \nand against all amounts paid by them in settlement thereof (provided such\nsettlement is approved by independent legal counsel selected by the Company) or\npaid by them in satisfaction of a judgment in any such action, suit or\nproceeding, except a judgment based upon a finding of bad faith; provided that\nupon the institution of any such action, suit or proceeding a Committee or Board\nmember shall, in writing, give the Company notice thereof and an opportunity, at\nits own expense, to handle and defend the same before such Committee or Board\nmember undertakes to handle and defend it on such member's own behalf.\n\n\n                                  ARTICLE XII\n\n                    SHAREHOLDER APPROVAL AND EFFECTIVE DATES\n\n        12.1.  The Plan shall become effective when it is adopted by the Board.\nHowever, the Plan and all Options shall terminate after the passage of one year\nfrom the date the Plan was adopted by the Board unless:\n\n        a.  within such one year period, the Plan is approved by the vote at a\n   meeting of the shareholders of Harley-Davidson, Inc. of the holders of a\n   majority of the outstanding shares of Harley-Davidson, Inc. entitled to vote;\n   provided that if at a meeting of such shareholders held within such one year\n   period, the Plan is not so approved, the Plan and all Options shall terminate\n   at the time of that meeting of shareholders; or\n\n        b.  within such one year period, the Plan is approved by the written\n   consent of the holders of a majority of the outstanding shares of Harley-\n   Davidson, Inc. entitled to vote.\n\nOptions may not be granted under the Plan after May 16, 1996.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7723],"corporate_contracts_industries":[9389],"corporate_contracts_types":[9539,9545],"class_list":["post-38154","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harley-davidson-inc","corporate_contracts_industries-autos__cycles","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38154","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38154"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38154"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38154"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38154"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}