{"id":38165,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1988-stock-option-plan-harley-davidson-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1988-stock-option-plan-harley-davidson-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1988-stock-option-plan-harley-davidson-inc.html","title":{"rendered":"1988 Stock Option Plan &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>\n                              HARLEY-DAVIDSON, INC.\n                             1988 STOCK OPTION PLAN\n                        (AS AMENDED THROUGH MAY 14, 1994)\n\n                                    ARTICLE I\n                                     PURPOSE\n\n    The purpose of the Harley-Davidson, Inc. 1988 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                                   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       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\n   rules and regulations promulgated thereunder.\n\n       2.3.        Committee:  The Human Resources Committee of the Board\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\n   22(e)(3) of the Code, as determined by the Committee.\n       2.7.        Disinterested Persons:  Disinterested persons within the\n   meaning of Rule 16b-3 as promulgated under the Securities Exchange Act of\n   1934, as amended.\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\n   sales prices of Common Stock on the New York Stock Exchange Composite Tape on\n   the date for which fair market value is being determined.\n\n       2.10.       ISO:  An incentive stock option within the meaning of Section\n   422A 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 and which is\n   designated as a Non-ISO by the Committee.\n       2.12.       Option:  A stock option granted under the Plan.  Options\n   include both ISOs and Non-ISOs.\n       2.13.       Option Price:  The purchase price of a share of Common Stock\n   under an Option.\n\n       2.14.       Optionee:  An employee of the Company who has been granted\n   one or more Options.\n\n       2.15.       Parent Corporation:  A parent corporation, as defined in\n   Section 424(e) of the Code.\n       2.16.       Plan:  The Harley-Davidson, Inc. 1988 Stock Option Plan.\n\n       2.17.       Retirement:  Retirement on or after age sixty-five or, with\n   the advance consent of the Committee, at an earlier age.\n\n       2.18.       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 the Company.\n       2.19.       Termination Date:  A date fixed by the Committee but not\n   later than the day preceding the tenth anniversary of the date on which the\n   Option is granted.\n\n\n                                   ARTICLE III\n                                 ADMINISTRATION\n\n    3.1.    Except as otherwise provided in the Plan, the Committee shall\nadminister the Plan and shall have full power to grant Options, construe and\ninterpret the Plan, establish and amend rules and regulations for its adminis-\ntration, and perform all other acts relating to the Plan, including the delega-\ntion of administrative responsibilities, which it believes reasonable and\nproper.\n    3.2.    Subject to the provisions of the Plan, the Board shall establish the\npolicies and criteria pursuant to which the Committee shall grant Options and\nadminister the Plan.  Subject to the provisions of the Plan, and pursuant to the\npolicies and criteria established by the Board, the Committee shall, in its\ndiscretion determine which employees of the Company shall be granted Options,\nthe number of shares subject to option under any such Options, the dates after\nwhich Options may be exercised, in whole or in part, whether Options shall be\nISOs, and the terms and conditions of the Options.\n\n    3.3.    The Committee may at any time, with the consent of the Optionee, in\nits sole discretion, cancel any Option and issue to the Optionee a new Option\nfor an equivalent or lesser number of Common Stock shares, and at a lesser\nOption Price.\n    3.4.    Any decision made, or action taken, by the Committee or the Board\narising out of or in connection with the interpretation and administration of\nthe Plan shall be final and conclusive.\n\n    3.5.    Any action undertaken by the Board pursuant to this Article III\nshall be null and void if a majority of the directors acting on the matter are\nnot Disinterested Persons; provided, further, notwithstanding any other provi-\nsion of the Plan, if a majority of the members of the Board are not Disinterest-\ned Persons, the powers and responsibilities granted to the Board under Article\nIII of the Plan shall be exercised solely by the Committee until such time as a\nmajority of the members of the Board are Disinterested Persons.\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 800,000; 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 or terminate for any reason without\nhaving been exercised in full, the unpurchased shares covered by such Option\nshall be available for future grants of Options.  An Option, or portion thereof,\nexercised through the exercise of a stock appreciation right pursuant to Section\n6.7 of the Plan shall be treated, for the purposes of this Article, as though\nthe Option, or portion thereof, had been exercised through the purchase of\nCommon Stock, with the result that the shares of Common Stock subject to the\nOption, or portion thereof, that was so exercised shall not be available for\nfuture grants of Options.\n\n                                    ARTICLE V\n\n                                   ELIGIBILITY\n\n    5.1.    Options may be granted to key employees of the Company or to persons\nwho have been engaged to become key employees of the Company.  Key employees\nwill comprise, in general, those who contribute to the management, direction and\noverall success of the Company, including those who are members of the Board. \nMembers of the Board who are not employees of the Company shall not be eligible\nfor Option grants.\n\n                                   ARTICLE VI\n\n                                 TERM OF OPTIONS\n    6.1.    Option Agreements:  All Options shall be evidenced by written\nagreements executed by the Company and the Optionee.  Such Options shall be\nsubject to the applicable provisions of the Plan, and shall contain such\nprovisions as are required by the Plan and any other provisions the Committee\nmay prescribe.  All agreements evidencing Options shall specify the total number\nof shares subject to each grant, the Option Price and the Termination Date. \nThose Options that comply with the requirements for an ISO set forth in Section\n422A of the Code shall be designated ISOs and all other Options shall be\ndesignated Non-ISOs.\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    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    6.4.    Special Rules Regarding ISOs Granted to Certain Employees:  Notwith-\nstanding any contrary provisions of Sections 6.2 and 6.3 of the Plan, no ISO\nshall be granted to any employee who, at the time the Option is granted, owns\n(directly or indirectly, within the meaning of Section 424(d) of the Code) more\nthan ten percent of the total combined voting power of all classes of stock of\nthe Employer or of any Subsidiary or Parent Corporation thereof, unless (a) the\nOption Price under such Option is at least 110 percent of the Fair Market Value\nof 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, shall\nbe exercised by delivery of a written notice of exercise to the Company and\npayment of the full price of the shares being purchased pursuant to the Option. \nAn Optionee may exercise an Option with respect to less than the full number of\nshares for which the Option may then be exercised, but an Optionee must exercise\nthe Option in full shares of Common Stock.  The price of Common Stock purchased\npursuant 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         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 prohibi-\ntions on the use of Common Stock to exercise an Option as it deems appropriate,\nincluding, without limitation, any limitation or prohibition designed to avoid\ncertain accounting consequences which may result from the use of Common Stock as\npayment upon exercise of an Option.\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 the\nexercise of an Option requiring tax withholding, an Optionee may make a written\nelection to have shares of Common Stock withheld by the Company from the shares\notherwise 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 election by an\nOptionee shall be at the sole discretion of the Committee.  Where the exercise\nof an Option does not give rise to an obligation to withhold Federal income\ntaxes on the date of exercise, the Company may, in its discretion, require an\nOptionee to place shares of Common Stock purchased under the Option in escrow\nfor the benefit of the Company until such time as Federal income tax withholding\nis required on amounts included in the gross income of the Optionee as a result\nof the exercise of an Option.  At such time, the Company, in its discretion, may\nrequire an Optionee to pay to the Company the amount that the Company deems\nnecessary to satisfy its obligation to withhold Federal, state or local income\nor other taxes incurred by reason of the exercise of the Option, in which case\nthe shares of Common Stock will be released from escrow to the Optionee. \nAlternatively, subject to acceptance by the Committee, in its sole discretion,\nan Optionee may make a written election to have shares of Common Stock held in\nescrow applied toward the Company's obligation to withhold Federal, state or\nlocal income or other taxes incurred by reason of the exercise of the Option,\nbased on the Fair Market Value of the shares on the date of the termination of\nthe escrow arrangement.  Upon application of such shares toward the Company's\nwithholding obligation, any shares of Common Stock held in escrow and not, in\nthe judgment of the Committee, necessary to satisfy such obligation shall be\nreleased from escrow to the Optionee.\n\n    6.7.    Stock Appreciation Rights:  At or after the grant of an Option, the\nCommittee, in its discretion, may provide an Optionee with an alternate means of\nexercising an Option, or a designated portion thereof, by granting the Optionee\na stock appreciation right.  A 'stock appreciation right' is a right to receive,\nupon exercise of an Option or any portion thereof, in the Committee's sole\ndiscretion, an amount of cash equal to, and\/or shares of Common Stock having a\nFair Market Value on the date of exercise equal to, the excess of the Fair\nMarket Value of a share of Common Stock on the date of exercise over the Option\nPrice, multiplied by the number of shares of Common Stock that the Optionee\nwould have received had the Option or portion thereof been exercised through the\npurchase of shares of Common Stock at the Option Price, provided that (a) such\nOption or portion thereof has been designated as exercisable in this alternative\nmanner, (b) such Option or portion thereof is otherwise exercisable, and (c) the\nFair Market Value of a share of Common Stock on the date of exercise exceeds the\nOption 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    6.9.    Cessation of Employment of Optionee:\n\n         a. Cessation of Employment other than by Reason of Retirement, Disabil-\n    ity or Death.  If an Optionee shall cease to be employed by the Company\n    otherwise than by reason of Retirement, Disability, or death, each Option\n    held by the Optionee, together with all rights hereunder, shall terminate on\n    the date of cessation of employment, to the extent not previously exercised.\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 Retire-\n    ment or Disability, each Option held by the Optionee shall remain exercis-\n    able, to the extent it was exercisable at the time of cessation of employ-\n    ment, until the earliest of:\n\n            i.     the Termination Date,\n\n            ii.    the death of the Optionee, or such later date not more than\n         one year after the death of the Optionee as the Committee, in its\n         discretion, may provide pursuant to Section 6.09(c) of the Plan.\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         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 distribu-\n    tion, to the extent that the Optionee was entitled to exercise it on the\n    Optionee's date of death.  In the event of the death of the Optionee while\n    entitled to exercise an Option pursuant to Section 6.09(b), the Committee,\n    in its discretion, may permit such Option to be exercised at any time or\n    from time to time prior to the Termination Date during a period of up to one\n    year from the death of the Optionee, as determined by the Committee, by the\n    person or persons to whom the Optionee's rights under each Option shall pass\n    by will or by the applicable laws of descent and distribution, to the extent\n    that the Option was exercisable at the time of cessation of the Optionee's\n    employment.  Any person or persons to whom an Optionee's rights under an\n    Option have passed by will or by the applicable laws of descent and distri-\n    bution shall be subject to all terms and conditions of the Plan and the\n    Option applicable to the Optionee.\n    6.10.   Notification of Sales of Common Stock:  Any Optionee who disposes of\nshares 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                 LIMITATIONS AND ACCELERATIONS ON EXERCISABILITY\n\n    7.1.    Notwithstanding any other provision of this Plan, in the case of an\nISO, the aggregate Fair Market Value (determined at the time the ISO is granted)\nof the shares of Common Stock with respect to which all 'incentive stock option\nplans' (within the meaning of Section 422A of the Code) are first exercisable by\nthe Optionee during any calendar year (under this Plan and under all other\nincentive stock option plans of the Employer, any Subsidiary and any Parent\nCorporation) shall not exceed $100,000.\n\n                                  ARTICLE VIII\n\n                                   ADJUSTMENTS\n\n    8.1.    If (a) the Company shall at any time be involved in a transaction to\nwhich Section 424(a) of the Code is applicable; (b) the Company shall declare a\ndividend payable in, or shall subdivide or combine, its Common Stock; or (c) any\nother event shall occur which in the judgment of the Committee necessitates\naction by way of adjusting the terms of the outstanding Options, the Committee\nshall forthwith take any such action as in its judgment shall be necessary to\npreserve the Optionee's rights substantially proportionate to the rights\nexisting prior to such event and to the extent that such action shall include an\nincrease or decrease in the number of shares of Common Stock subject to out-\nstanding Options, the number of shares available under Article IV above shall be\nincreased or decreased, as the case may be, proportionately; provided, however,\nthat each such adjustment, in the case of ISOs, shall be made in such manner as\nnot to constitute a 'modification' within the meaning of Section 424(h)(3) of\nthe Code.  The judgment of the Committee with respect to any matter referred to\nin this Article shall be conclusive and binding upon each Optionee.\n\n\n                                   ARTICLE IX\n                        AMENDMENT AND TERMINATION OF PLAN\n\n    9.1.  The Board may at any time, or from time to time, suspend or terminate\nthe Plan in whole or in part or amend it in such respects as the Board may deem\nappropriate, provided, however, that no such amendment shall be made, which\nwould, without approval of the shareholders:\n\n         a. materially modify the eligibility requirements for receiving Op-\n    tions;\n         b. increase the number of Shares of Common Stock which may be issued\n    pursuant to Options, except as is provided for in accordance with Article\n    VIII of the Plan;\n\n         c. reduce the minimum Option Price;\n\n         d. extend the period of granting Options; or\n         e. 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, without\nthe Optionee's consent, alter or impair any of the rights or obligations under\nany 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    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                            MISCELLANEOUS PROVISIONS\n    11.1.   Plan Does Not Confer Employment or Stockholder Rights:  The right of\nthe Company to terminate (whether by dismissal, discharge, retirement or\notherwise) the Optionee's employment with it at any time at will, or as other-\nwise provided by any agreement between the Company and the Optionee, is specifi-\ncally reserved.  Neither the Optionee nor any person entitled to exercise the\nOptionee's rights in the event of the Optionee's death shall have any rights of\na stockholder with respect to the shares subject to each Option, except to the\nextent that, and until, such shares shall have been issued upon the exercise of\neach Option.\n\n    11.2.   Plan Expenses:  Any expenses of administering this Plan shall be\nborne by the Company.\n    11.3.   Use of Exercise Proceeds:  Payments received from Optionees upon the\nexercise 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 indemnifica-\ntion as they may have as members of the Board, or the Committee, the members of\nthe Committee and the Board shall be indemnified by the Company against all\ncosts and expenses reasonably incurred by them in connection with any action,\nsuit or proceeding to which they or any of them may be party by reason of any\naction taken or failure to act under or in connection with the Plan or any\nOption granted thereunder, and against all amounts paid by them in settlement\nthereof (provided such settlement is approved by independent legal counsel\nselected by the Company) or paid by them in satisfaction of a judgment in any\nsuch action, suit or proceeding, except a judgment based upon a finding of bad\nfaith; provided that upon the institution of any such action, suit or proceeding\na Committee or Board member shall, in writing, give the Company notice thereof\nand an opportunity, at its own expense, to handle and defend the same before\nsuch Committee or Board member undertakes to handle and defend it on such\nmember's own behalf.\n\n\n                                   ARTICLE XII\n\n                    SHAREHOLDER APPROVAL AND EFFECTIVE DATES\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\n    vote; provided that if at a meeting of such shareholders held within such\n    one year period, the Plan is not so approved, the Plan and all Options shall\n    terminate at the time of that meeting of shareholders; or\n         b. within such one year period, the Plan is approved by the share-\n    holders of Harley-Davidson, Inc.\n\nOptions may not be granted under the Plan after March 7, 1998.\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-38165","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\/38165","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=38165"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38165"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38165"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38165"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}