{"id":38232,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-option-plan-harley-davidson-in6.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-option-plan-harley-davidson-in6","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-option-plan-harley-davidson-in6.html","title":{"rendered":"1995 Stock Option Plan &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>\n                              HARLEY-DAVIDSON, INC.\n\n                             1995 STOCK OPTION PLAN\n\n                       (amended through February 19, 1997)\n\n\n                                    ARTICLE I\n\n                                     PURPOSE\n\n     The purpose of the Harley-Davidson, Inc. 1995 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.\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\n     of only those members of the Human Resources Committee who are both\n     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) of\n     the Code, as determined by the Committee.\n\n         2.7.  DISINTERESTED PERSONS: Non-employee directors within the meaning\n     of Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as\n     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\n     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 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.  Options include\n     both ISOs and Non-ISOs.\n\n         2.13. OPTION PRICE:  The purchase price of a share of Common Stock\n     under an Option.\n\n\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\n     Section 424(e) of the Code.\n\n         2.17. PLAN:  The Harley-Davidson, Inc. 1995 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\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 later\n     than the day preceding the tenth anniversary of the date on which the\n     Option 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 to\ngrant 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     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 be\nfinal 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 3,800,000 provided that Options for not more\nthan 200,000 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 year\nunder any other stock option plan of the Company.  The foregoing amounts shall\nbe subject to adjustment in accordance with Article VIII of the Plan.  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                                        2\n\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\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     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, 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\n           c.  by any combination of the above methods of payment.\n\n\n                                        3\n\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 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:  Except as may be otherwise 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 shall be\ntransferable otherwise than by will or the laws of descent and distribution or\nbe subject to attachment, execution or other similar process.  In the event of\nany attempt by the Optionee to alienate, assign, pledge, hypothecate or\notherwise dispose of an Option or of any right hereunder, except as provided for\nherein, or in the event of any levy or any attachment, execution or similar\nprocess upon the rights or interest hereby conferred, the Company may terminate\nthe Option by notice to the Optionee and the Option shall thereupon become null\nand 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                                        4\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 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\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\noptions' (within the meaning of Section 422 of the Code) are first exercisable\nby the 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     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 covered\nby the Option during the 60 days preceding the date on which the Change of\nControl Event occurs exceeds the exercise price for the shares of Common Stock\ncovered by the Option.  For this purpose, the 'COC Fair Market Value' of the\nCommon Stock means the closing price of one share of Common Stock as reported on\nthe New\n\n                                        5\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 of\nthe Common Stock shall be the closing price of one share of Common Stock on the\nprincipal national securities exchange on which the Common Stock is listed or\nadmitted to trading, or, if the Common Stock is not listed or admitted to\ntrading on any national securities exchange, the last quoted sale price or, if\nnot so quoted, the average of the high bid and low asked prices in the over-the-\ncounter market of the Common Stock, as reported by the National Association of\nSecurities Dealers, Inc. Automated Quotations System ('NASDAQ') or such other\nsystem then in use, or, if on any such date the Common Stock is not quoted by\nany such organization, the average of the closing bid and asked prices of the\nCommon Stock as furnished by a professional market maker making a market in the\nCommon Stock selected by the Board.  If on any such date no market maker is\nmaking a market in the Common Stock or other Stock, the COC Fair Market Value\nshall be determined in good faith by the Continuing Directors who are not\nDisinterested Persons.  For purposes 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 in\n     Rule 13d-5 under the Securities Exchange Act of 1934, as amended ('Exchange\n     Act')), together with its affiliates, becomes the beneficial owner,\n     directly or indirectly, of 20% or more of Harley-Davidson, Inc.'s then\n     outstanding Common Stock or 20% or more of the voting power of Harley-\n     Davidson, Inc.'s then outstanding securities entitled generally to vote for\n     the election of Harley-Davidson, Inc.'s Directors; (iii) the approval by\n     Harley-Davidson, Inc.'s stockholders of the merger or consolidation of\n     Harley-Davidson, Inc. with any other corporation, the sale of substantially\n     all of Harley-Davidson, Inc.'s assets or the liquidation or dissolution of\n     Harley-Davidson, Inc., unless, in the case of a merger or consolidation,\n     the Continuing Directors in office immediately prior to such merger or\n     consolidation constitute at least two-thirds of the directors constituting\n     the board of directors of the surviving corporation of such merger or\n     consolidation and any parent (as defined in Rule 12b-2 under the Exchange\n     Act) of such corporation; or (iv) at least two-thirds of the Continuing\n     Directors who are Disinterested Persons in office immediately prior to any\n     other action proposed to be taken by Harley-Davidson, Inc.'s stockholders\n     or by the Board determine that such proposed action, if taken, would\n     constitute a change of control of Harley-Davidson, Inc. and such action is\n     taken; and\n\n           (b) 'Continuing Director' means any person who either (i) was a\n     Director on February 2, 1995, or (ii) was designated before such person's\n     initial election as a Director as a Continuing Director by a majority of\n     the Continuing Directors.\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 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 an\nadjustment 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 be 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 a 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                                        6\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 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\n     Options;\n\n           b.  increase the aggregate number of Shares of Common Stock which may\n     be issued pursuant to Options granted under the Plan, except as is provided\n     for 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\n     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 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\n     10.1. The obligation of the Company to issue or transfer and deliver shares\nfor Options exercised under the Plan shall be subject to all applicable laws,\nregulations, 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 of\nthe 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\n                                        7\n\n\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 indemnification\nas they may have as members of the Board or the Committee, the members of the\nCommittee and the Board shall be indemnified by the Company against all costs\nand expenses reasonably incurred by them in connection with any action, suit or\nproceeding to which they or any of them may be party by reason of any action\ntaken or failure to act under or in connection with the Plan or any Option\ngranted thereunder, and against all amounts paid by them in settlement thereof\n(provided such settlement is approved by independent legal counsel selected by\nthe Company) or paid by them in satisfaction of a judgment in any such action,\nsuit or proceeding, except a judgment based upon a finding of bad faith;\nprovided that upon the institution of any such action, suit or proceeding a\nCommittee or Board member shall, in writing, give the Company notice thereof and\nan opportunity, at its own expense, to handle and defend the same before such\nCommittee or Board member undertakes to handle and defend it on such member's\nown 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 approved by the\nshareholders of Harley-Davidson, Inc. at a shareholders meeting by the requisite\nvote under New York Stock Exchange Rules, Internal Revenue Code Section 162(m)\nand Rule 16b-3 under the Securities Exchange Act of 1934.  Options may not be\ngranted under the Plan after April 26, 2005.\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-38232","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\/38232","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=38232"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38232"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38232"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38232"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}