{"id":38170,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1990-stock-option-plan-harley-davidson-i10.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1990-stock-option-plan-harley-davidson-i10","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1990-stock-option-plan-harley-davidson-i10.html","title":{"rendered":"1990 Stock Option Plan &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>\n                                HARLEY-DAVIDSON, INC.\n\n                                1990 STOCK OPTION PLAN\n\n                         (as amended through August 20, 1997)\n\n\n                                      ARTICLE I\n\n                                       PURPOSE\n\n     The purpose of the Harley-Davidson, Inc. 1990 Stock Option Plan is to \nprovide favorable opportunities for certain selected employees of \nHarley-Davidson, Inc. and its subsidiaries to purchase or receive shares of \nCommon Stock of Harley-Davidson, Inc., or to benefit from the appreciation \nthereof. Such opportunities should provide an increased incentive for these \nemployees to contribute to the future success and prosperity of \nHarley-Davidson, Inc., thus enhancing the value of the stock for the benefit \nof the shareholders, and increase the ability of Harley-Davidson, Inc. to \nattract and retain individuals of exceptional skill upon whom, in large \nmeasure, its sustained progress, growth and 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\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.\n     \n          2.3.  COMMITTEE:  The Human Resources Committee of the Board; \n     provided that if any member of the Human Resources Committee is not both \n     a Disinterested Person and Outside Director, the Committee shall be \n     comprised of only those members of the Human Resources Committee who are \n     both Disinterested 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) \n     of the Code, as determined by the Committee.\n     \n          2.7.  DISINTERESTED PERSONS: Non-employee directors within the \n     meaning of Rule 16b-3 as promulgated under the Securities Exchange Act \n     of 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 \n     Tape on 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     422 of the Code and which is designated as an incentive stock option by \n     the Committee.\n     \n          2.11. NON-ISO:  A stock option which is not an ISO.\n     \n\n\n          2.12. OPTION:  A stock option granted under the Plan.  Options \n     include both ISOs and Non-ISOs.\n     \n          2.13. OPTION PRICE:  The purchase price of a share of Common \n     Stock under an Option.\n     \n          2.14. OPTIONEE:  A person who has been granted one or more \n     Options.\n     \n          2.15. OUTSIDE DIRECTORS:  Outside Directors within the meaning \n     of Section 162(m) of the Code and the regulations promulgated thereunder.\n     \n          2.16. PARENT CORPORATION:  The parent corporation, as defined \n     in Section 424(e) of the Code.\n     \n          2.17. PLAN:  The Harley-Davidson, Inc. 1990 Stock Option Plan.\n     \n          2.18. RETIREMENT:  Retirement on or after age sixty-two or, \n     with the 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 \n     of which more than fifty percent (50%) of the voting power or ownership \n     interest is directly and\/or indirectly held by Harley-Davidson, Inc.\n     \n          2.20. TERMINATION DATE:  A date fixed by the Committee but not \n     later than the day preceding the tenth anniversary of the date on which \n     the Option is granted.\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 \nand regulations for its administration, and perform all other acts relating \nto the Plan, including the delegation of administrative responsibilities, \nwhich it believes 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 \nsubject to option under any such Options, the dates after which Options may \nbe exercised, in whole or in part, whether Options shall be ISOs, and the \nterms and conditions of the Options.\n\n     3.3. Any decision made, or action taken, by the Committee arising out of \nor in connection with the interpretation and administration of the Plan shall \nbe final and conclusive.\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 7,200,000 provided that Options for not more \nthan 400,000 shares of Common Stock shall be granted to an Optionee in any \ncalendar year under the Plan, which amount shall be reduced by the amount of \nCommon Stock subject to options granted to such Optionee in such calendar \nyear under any other stock option plan of the Company.  The foregoing amounts \nshall be subject to adjustment in accordance with Article VIII of the Plan.  \nIf an Option or portion thereof shall expire, be canceled or terminate for \nany reason without having been exercised in full, the unpurchased shares \ncovered by such Option shall be available for future grants of Options.  An \nOption, or portion thereof, exercised through the exercise of a stock \nappreciation right pursuant to Section 6.7 of the Plan shall be treated, for \nthe purposes of this Article, as though the Option, or portion thereof, had \nbeen exercised through the purchase of Common Stock, with the result that the \nshares of Common Stock subject to the Option, or portion thereof, that was so \nexercised shall not be available for future grants of Options.\n\n                                      2\n\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 \nof the Board. Members of the Board who are not employees of the Company shall \nnot be eligible for Option grants.\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.  \nAll agreements evidencing Options shall specify the total number of shares \nsubject to each grant, the Option Price and the Termination Date.  Those \nOptions that comply with the requirements for an ISO set forth in Section 422 \nof the Code and are designated ISOs by the Committee shall be ISOs and all \nother Options shall be 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\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 \nexercisable in installments, installments or portions thereof that are \nexercisable and not exercised shall accumulate and remain exercisable.  The \nCommittee may also amend an Option to accelerate the dates after which \nOptions may be exercised in whole or in part.  However, no Option or portion \nthereof shall be exercisable after the 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, \nno ISO shall be granted to any employee who, at the time the Option is \ngranted, owns (directly or indirectly, within the meaning of Section 424(d) \nof the Code) more than ten percent of the total combined voting power of all \nclasses of stock of the Employer or of any Subsidiary or Parent Corporation \nthereof, unless (a) the Option Price under such Option is at least 110 \npercent of the Fair Market Value of a share of Common Stock on the date the \nOption is granted and (b) the Termination Date of such Option is a date not \nlater than the day preceding the fifth anniversary of the date on which the \nOption 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\n                                      3\n\n\n\nThe Committee shall determine acceptable methods for tendering Common Stock \nas payment 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 \nuse of 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 \nor local income or other taxes incurred by reason of the exercise.  Upon or \nprior to the exercise of an Option requiring tax withholding, an Optionee may \nmake a written election to have shares of Common Stock withheld by the \nCompany from the shares otherwise to be received.  The number of shares so \nwithheld shall have an aggregate Fair Market Value on the date of exercise \nsufficient to satisfy the applicable withholding taxes.  The acceptance of \nany such election by an Optionee shall be at the sole discretion of the \nCommittee.  Where the exercise of an Option does not give rise to an \nobligation to withhold Federal income taxes on the date of exercise, the \nCompany may, in its discretion, require an Optionee to place shares of Common \nStock purchased under the Option in escrow for the benefit of the Company \nuntil such time as Federal income tax withholding is required on amounts \nincluded in the gross income of the Optionee as a result of the exercise of \nan Option.  At such time, the Company, in its discretion, may require an \nOptionee to pay to the Company the amount that the Company deems necessary to \nsatisfy its obligation to withhold Federal, state or local income or other \ntaxes incurred by reason of the exercise of the Option, in which case the \nshares of Common Stock will be released from escrow to the Optionee. \nAlternatively, subject to acceptance by the Committee, in its sole \ndiscretion, an Optionee may make a written election to have shares of Common \nStock held in escrow applied toward the Company's obligation to withhold \nFederal, 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 \ndate of the termination of the escrow arrangement.  Upon application of such \nshares toward the Company's withholding obligation, any shares of Common \nStock held in escrow and not, in the judgment of the Committee, necessary to \nsatisfy such obligation shall be released 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 \nof exercising an Option, or a designated portion thereof, by granting the \nOptionee a stock appreciation right.  A 'stock appreciation right' is a right \nto receive, upon exercise of an Option or any portion thereof, in the \nCommittee's sole discretion, an amount of cash equal to, and\/or shares of \nCommon Stock having a Fair Market Value on the date of exercise equal to, the \nexcess of the Fair Market Value of a share of Common Stock on the date of \nexercise over the Option Price, multiplied by the number of shares of Common \nStock that the Optionee would have received had the Option or portion thereof \nbeen exercised through the purchase of shares of Common Stock at the Option \nPrice, provided that (a) such Option or portion thereof has been designated \nas exercisable in this alternative manner, (b) such Option or portion thereof \nis otherwise exercisable, and (c) the Fair Market Value of a share of Common \nStock on the date of exercise exceeds the Option Price.\n\n     6.8. NONTRANSFERABILITY OF OPTIONS: Except as may otherwise be provided \nby the Committee, each Option shall, during the Optionee's lifetime, be \nexercisable only by the Optionee, and neither it nor any right hereunder \nshall be transferable otherwise than by will or the laws of descent and \ndistribution or be subject to attachment, execution or other similar process. \nIn the event of any attempt by the Optionee to alienate, assign, pledge, \nhypothecate 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, \nthe Company may terminate the Option by notice to the Optionee and the Option \nshall thereupon 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                                      4\n\n\n\n          b.   CESSATION OF EMPLOYMENT BY REASON OF RETIREMENT OR DISABILITY. \n     If an Optionee shall cease to be employed by the Company by reason of\n     Retirement or Disability, each Option held by the Optionee shall remain\n     exercisable, to the extent it was exercisable at the time of cessation of\n     employment, 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 6.9(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,\n          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),\n     the Committee, in its discretion, may permit such Option to be exercised at\n     any time or from time to time prior to the Termination Date during a period\n     of up to one year from the death of the Optionee, as determined by the\n     Committee, by the person or persons to whom the Optionee's rights under\n     each Option shall pass by will or by the applicable laws of descent and\n     distribution, to the extent that the Option was exercisable at the time of\n     cessation of the Optionee's employment.  Any person or persons to whom an\n     Optionee's rights under an Option have passed by will or by the applicable\n     laws of descent and distribution shall be subject to all terms and \n     conditions of the Plan and the Option applicable to the Optionee.\n\n     6.10.     NOTIFICATION OF SALES OF COMMON STOCK:  Any Optionee who \ndisposes of shares of Common Stock acquired upon the exercise of an ISO either \n(a) within two years after the date of the grant of the ISO under which the \nstock was acquired or (b) within one year after the transfer of such shares to \nthe Optionee, shall notify the Company of such disposition and of the amount \nrealized upon such disposition.\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 an \nISO, 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 \nunder all other incentive stock option plans of the Employer, any Subsidiary \nand any Parent Corporation) shall not exceed $100,000.\n\n     7.2. Each Option granted under the Plan shall have a limited right of \nsurrender allowing the Optionee to surrender that Option within the 30-day \nperiod following a Change of Control Event and to receive cash, in lieu of \nexercising the Option, in the amount by which the highest 'COC Fair Market \nValue' (as hereinafter defined) of the number of shares of Common Stock \ncovered by the Option during the 60 days preceding the date on which the \nChange of Control Event occurs exceeds the exercise price for the shares of \nCommon Stock covered by the Option.  For this purpose, the 'COC Fair Market \nValue' of the Common Stock means the closing price of one share of Common \nStock as reported on the New \n\n                                      5\n\n\n\nYork Stock Exchange Composite Tape.  If the Common Stock is not listed or \nadmitted to trading on the New York Stock Exchange, the COC Fair Market Value \nof the Common Stock shall be the closing price of one share of Common Stock \non the principal national securities exchange on which the Common Stock is \nlisted or admitted to trading, or, if the Common Stock is not listed or \nadmitted to trading on any national securities exchange, the last quoted sale \nprice or, if not so quoted, the average of the high bid and low asked prices \nin the over-the-counter market of the Common Stock, as reported by the \nNational Association of Securities Dealers, Inc. Automated Quotations System \n('NASDAQ') or such other system then in use, or, if on any such date the \nCommon Stock is not quoted by any such organization, the average of the \nclosing bid and asked prices of the Common Stock as furnished by a \nprofessional market maker making a market in the Common Stock selected by the \nBoard.  If on any such date no market maker is making a market in the Common \nStock or other Stock, the COC Fair Market Value shall be determined in good \nfaith by the Continuing Directors who are not Disinterested Persons.  For \npurposes of this Section 7.2:\n\n          (a)  'Change of Control Event' means any one of the following:  (i) \n     Continuing Directors no longer constitute at least two-thirds of the \n     Directors constituting the Board; (ii) any person or groups (as defined \n     in Rule 13d-5 under the Securities Exchange Act of 1934, as amended \n     ('Exchange Act')), together with its affiliates, becomes the beneficial \n     owner, directly or indirectly, of 20% or more of Harley-Davidson, Inc.'s \n     then outstanding Common Stock or 20% or more of the voting power of \n     Harley-Davidson, Inc.'s then outstanding securities entitled generally \n     to vote for the election of Harley-Davidson, Inc.'s Directors; (iii) the \n     approval by Harley-Davidson, Inc.'s stockholders of the merger or \n     consolidation of Harley-Davidson, Inc. with any other corporation, the \n     sale of substantially all of Harley-Davidson, Inc.'s assets or the \n     liquidation or dissolution of Harley-Davidson, Inc., unless, in the case \n     of a merger or consolidation, the Continuing Directors in office \n     immediately prior to such merger or consolidation constitute at least \n     two-thirds of the directors constituting the board of directors of the \n     surviving corporation of such merger or consolidation and any parent (as \n     defined in Rule 12b-2 under the Exchange Act) of such corporation; or \n     (iv) at least two-thirds of the Continuing Directors who are \n     Disinterested Persons in office immediately prior to any other action \n     proposed to be taken by Harley-Davidson, Inc.'s stockholders or by the \n     Board determine that such proposed action, if taken, would constitute a \n     change of control of Harley-Davidson, Inc. and such action is taken; and\n     \n          (b)  'Continuing Director' means any person who either (i) was a \n     Director on November 1, 1989, or (ii) was designated before such \n     person's initial election as a Director as a Continuing Director by a \n     majority of the Continuing Directors.\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 \ndeclare a dividend payable in, or shall subdivide or combine, its Common \nStock; or (c) any other event shall occur which in the judgment of the \nCommittee necessitates an adjustment to prevent dilution or enlargement of \nthe benefits or potential benefits intended to be made available under the \nPlan, then the Committee may, in such manner as it may deem equitable, adjust \nany or all of (i) the number and type of securities subject to the Plan and \nwhich thereafter may be the subject of Options; (ii) the number and type of \nsecurities subject to outstanding Options; (iii) the Option Price with \nrespect to any Option; and (iv) the number of shares of Common Stock that may \nbe issued pursuant to Options granted to an Optionee in any calendar year; \nprovided, however, that each such adjustment, in the case of ISOs, shall be \nmade in such a manner as not to constitute a 'modification' within the \nmeaning of Section 424(h)(3) of the Code.  The judgment of the Committee with \nrespect to any matter referred to in this Article shall be conclusive and \nbinding upon each Optionee.\n\n                                      6\n\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 \nBoard may deem appropriate, provided, however, that no such amendment shall \nbe made, which 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 \n     may be issued pursuant to Options granted under the Plan, except as is\n     provided for in accordance with Article VIII of the Plan;\n\n           c.   increase the number of shares of Common Stock which may be \n     issued pursuant to Options granted to an Optionee in any calendar year,\n     except as is provided for in accordance with Article VIII of the Plan;\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, without\nthe 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, \nto the Code.\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 \napplicable laws, regulations, rules, orders and approvals which shall then be \nin effect and required by governmental entities and the stock exchanges on \nwhich Common Stock is traded.\n\n                                   ARTICLE XI\n\n                            MISCELLANEOUS PROVISIONS\n\n     11.1. PLAN DOES NOT CONFER EMPLOYMENT OR SHAREHOLDER RIGHTS:  The \nright of the Employer to terminate (whether by dismissal, discharge, \nretirement or otherwise) the Optionee's employment with it at any time at \nwill, or as otherwise provided by any agreement between the Company and the \nOptionee, is specifically reserved.  Neither the Optionee nor any person \nentitled to exercise the Optionee's rights in the event of the Optionee's \ndeath shall have any rights of a shareholder with respect to the shares \nsubject to each Option, except to the extent that, and until, such shares \nshall have been issued upon the exercise of each Option.\n\n     11.2. PLAN EXPENSES:  Any expenses of administering this Plan shall \nbe borne by the Company.\n\n\n                                       7\n\n\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 \nthe Company, except that any stock received in payment may be retired, or \nretained in 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, \nthe members of the Committee and the Board shall be indemnified by the \nCompany against all costs and expenses reasonably incurred by them in \nconnection with any action, suit or proceeding to which they or any of them \nmay be party by reason of any action taken or failure to act under or in \nconnection with the Plan or any Option granted thereunder, and against all \namounts paid by them in settlement thereof (provided such settlement is \napproved by independent legal counsel selected by the Company) or paid by \nthem in satisfaction of a judgment in any such action, suit or proceeding, \nexcept a judgment based upon a finding of bad faith; provided that upon the \ninstitution of any such action, suit or proceeding a Committee or Board \nmember shall, in writing, give the Company notice thereof and an opportunity, \nat its own expense, to handle and defend the same before such Committee or \nBoard member undertakes to handle and defend it on such member's own behalf.\n\n                                 ARTICLE XII\n\n                   SHAREHOLDER APPROVAL AND EFFECTIVE DATES\n\n     12.1. The Plan shall become effective when it is approved by the \nshareholders of Harley-Davidson, Inc. at a shareholders meeting by the \nrequisite vote under New York Stock Exchange Rules, Internal Revenue Code \nSection 162(m) and Rule 16b-3 under the Securities Exchange Act of 1934.  \nOptions may not be granted under the Plan after May 6, 1995.\n\n\n                                       8\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-38170","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\/38170","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=38170"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38170"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38170"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38170"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}