{"id":38294,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-director-stock-plan-harley-davidson-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-director-stock-plan-harley-davidson-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-director-stock-plan-harley-davidson-inc.html","title":{"rendered":"1998 Director Stock Plan &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>\n                              HARLEY-DAVIDSON, INC.\n\n                            1998 DIRECTOR STOCK PLAN\n                                   As Amended\n\n                                    ARTICLE I\n\n                                     Purpose\n\n     The purpose of the Harley-Davidson, Inc. 1998 Director Stock Plan is to\nprovide favorable opportunities for non-employee directors of Harley-Davidson,\nInc. to purchase shares of Common Stock of Harley-Davidson, Inc., or to benefit\nfrom the appreciation thereof. Such opportunities should provide an increased\nincentive for these directors to contribute to the future success and prosperity\nof Harley-Davidson, Inc., thus enhancing the value of the stock for the benefit\nof the shareholders, and increasing the ability of Harley-Davidson, Inc. to\nattract and retain individuals of exceptional skill upon whom, in large measure,\nits sustained 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. Annual Retainer Fee: The annual retainer fee then in effect for\nservice on the Board as voted by the Board, exclusive of (a) any Board or\ncommittee meeting fees and (b) any Committee Chair Retainer Fees.\n\n     2.2. Board: The Board of Directors of the Company.\n\n     2.3. Code: The Internal Revenue Code of 1986, as amended.\n\n     2.4. Committee: The Human Resources Committee of the Board; provided that\nif any member of the Human Resources Committee is not a Disinterested Person,\nthe Committee shall be comprised of only those members of the Human Resources\nCommittee who are Disinterested Persons.\n\n     2.5. Committee Chair Retainer Fee: The annual retainer fee then in effect\nfor service as chairman of a committee of the Board as voted by the Board.\n\n     2.6. Common Stock: The common stock of the Company.\n\n     2.7. Company: Harley-Davidson, Inc.\n\n\n\n     2.8. Disinterested Persons: Non-employee directors within the meaning of\nRule 16b-3 as promulgated under the Securities Exchange Act of 1934, as amended.\n\n     2.9. Fair Market Value: The average of the high and low reported sales\nprices of Common Stock on the New York Stock Exchange Composite Tape on the date\nfor which fair market value is being determined.\n\n     2.10. Option: A stock option granted under the Plan.\n\n     2.11. Option Price: The purchase price of a share of Common Stock under an\nOption.\n\n     2.12. Optionee: A person who has been granted one or more Options. 2.13.\nOutside Director: Each member of the Board who is not also an employee of the\nCompany or any Subsidiary (including members of the Committee).\n\n     2.14. Plan: The Harley-Davidson, Inc. 1998 Director Stock Plan.\n\n     2.15. Share Election: An election by an Outside Director to receive either\n0%, 50% or 100% of his or her Annual Retainer Fee and his or her Committee Chair\nRetainer Fee (if any) to be paid in each calendar year in the form of Common\nStock, with the receipt of such shares of Common Stock to be in lieu of any cash\npayment for that portion of his or her Annual Retainer Amount and Committee\nChair Retainer Fee (if any).\n\n     2.16. Subsidiary: A corporation, limited partnership, general partnership,\nlimited liability company, business trust or other entity of which more than\nfifty percent (50%) of the voting power or ownership interest is directly and\/or\nindirectly held by the Company.\n\n     2.17. Termination Date: The day preceding the tenth anniversary of the date\non which the Option is granted.\n\n\n                                   ARTICLE III\n\n                                 Administration\n\n     3.1. The Committee: The Committee shall administer the Plan and shall have\nfull power to 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                                       2\n\n\n     3.2. Actions Final: Any decision made, or action taken, by the Committee\narising out of or in connection with the interpretation and administration of\nthe Plan shall be 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 delivery\nunder the plan shall be 200,000. The foregoing amount shall be subject to\nadjustment in accordance with Article VIII of the Plan. If an Option or portion\nthereof shall expire, be canceled or terminate for any reason without having\nbeen exercised in full, the unpurchased shares covered by such Options shall be\navailable for future grants of Options. Shares of Common Stock to be delivered\nunder the Plan shall be made available solely from authorized and issued shares\nof Common Stock reacquired and held as treasury shares. In no event shall the\nCompany be required to deliver fractional shares of Common Stock under the Plan.\nWhenever under the terms of the Plan a fractional share of Common Stock would\notherwise be required to be delivered, there shall be delivered in lieu thereof\none full share of Common Stock.\n\n                                    ARTICLE V\n\n                                   Eligibility\n\n     5.1. Only Outside Directors shall be entitled to participate in the Plan.\n\n                                   ARTICLE VI\n\n                                     Options\n\n     6.1. Option Grants: Each Outside Director who serves as a member of the\nBoard immediately following an annual meeting of shareholders of the Company\nshall automatically be granted on the first business day after such meeting (the\n\"Grant Date\") an Option for the purchase of such number of shares of Common\nStock (rounded up to the nearest multiple of 100) whose Fair Market Value on the\nGrant Date shall equal three (3) times the Optionee's Annual Retainer Fee. Each\nsuch Option shall be in addition to, and not in lieu of, the Optionee's Annual\nRetainer Fee and Committee Chair Retainer Fee (if any).\n\n     6.2. 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.\n\n                                       3\n\n\n     6.3. Option Price: The Option Price shall be the Fair Market Value of a\nshare of Common Stock on the Grant Date.\n\n     6.4. Period of Exercise: Options shall be exercisable from and after the\nGrant Date and shall terminate one year after the Optionee ceases to serve as a\nmember of the Board for any reason, except that as to any Optionee who is\nremoved from the Board for cause in accordance with the Company's Restated\nArticles of Incorporation, the Options held by the Optionee shall terminate\nimmediately on such removal. In any event, no Option or portion thereof shall be\nexercisable after the Termination Date.\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 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,\n\n          c. by delivery (including by fax) to the Company or its designated\n     agent of an executed irrevocable option exercise form together with\n     irrevocable instructions to a broker-dealer to sell or margin a sufficient\n     portion of the shares of Common Stock and deliver the sale or margin loan\n     proceeds directly to the Company to pay for the exercise price, or\n\n          d. 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. Nontransferability of Options: Except as may be otherwise provided by\nthe Committee, each Option shall, during the Optionee's lifetime, be exercisable\nonly 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                                       4\n\n\n                                   ARTICLE VII\n\n                                 Share Election\n\n     7.1. Election:. At any time and from time to time each Outside Director may\nmake a Share Election. An Outside Director's Share Election (i) must be in\nwriting and delivered to the Secretary of the Company, (ii) shall be effective\ncommencing on the date the Secretary receives the Share Election or such later\ndate as may be specified in the Share Election, and (iii) shall remain in effect\nunless modified or revoked by a subsequent Share Election in accordance with the\nprovisions hereof. If an Outside Director elects (or is deemed to have elected)\nto receive only 50% of his or her Annual Retainer Amount and Committee Chair\nRetainer Fee (if any) in the form of shares of Common Stock, then the remaining\n50% shall be paid in cash. If an Outside Director has not made a Share Election,\nthe Director will be deemed to have made a Share Election to receive 50% of his\nor her Annual Retainer Fee in the form of Common Stock.\n\n     7.2. Transfer of Shares: Shares of Common Stock issuable to an Outside\nDirector pursuant to a Share Election shall be transferred to such Outside\nDirector as of the first business day following each annual meeting of the\nshareholders of the Company. The total number of shares of Common Stock to be so\ntransferred shall be determined by dividing (x) the dollar amount of the Annual\nRetainer Fee plus the Committee Chair Retainer Fee (if any) payable for the\napplicable year to which the Share Election applies, by (y) the Fair Market\nValue of a share of Common Stock on the first business day following each annual\nmeeting of the shareholders of the Company.\n\n     7.3. Annual Retainer Fee Deferral: If an Outside Director has elected to\ndefer receipt of some or all of his or her Annual Retainer Fee and\/or Committee\nChair Retainer Fee, then such election to defer receipt shall apply only to that\nportion, if any, of his or her Annual Retainer Fee and\/or Committee Chair\nRetainer Fee payable in cash.\n\n                                  ARTICLE VIII\n\n                                   Adjustments\n\n     8.1. If (a) the Company shall at any time be involved in a merger or other\ntransaction in which the Common Stock is changed or exchanged; or (b) the\nCompany shall declare a dividend payable in, or shall subdivide or combine, its\nCommon Stock; or (c) any other event shall occur which in the judgement of the\nCommittee necessitates an adjustment to prevent dilution or enlargement of the\nbenefits or potential benefits intended to be made available under the Plan,\nthen the Committee may, in such manner as it may deem equitable, adjust any or\nall of (i) the number and type of securities subject to the Plan; (ii) the\nnumber and type of securities subject to outstanding Options; and (iii) the\nOption Price with respect to any Option; provided, however, that Options subject\nto grant or previously granted to Optionees under the Plan at the \n\n\n                                       5\n\n\ntime of any such event shall be subject to only such adjustment as shall be\nnecessary to maintain the proportionate interest of the Optionee and preserve,\nwithout exceeding, the value of such Options. 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                                   ARTICLE IX\n\n                        Amendment and Termination of Plan\n\n     9.1. General Powers: The Board of Directors may at any time terminate or\nsuspend the Plan. Subject to applicable limitations set forth in New York Stock\nExchange rules, the Code or Rule 16b-3 under the Securities Exchange Act of\n1934, the Board of Directors may amend the Plan as it shall deem advisable\nincluding (without limiting the generality of the foregoing) any amendments\ndeemed by the Board of Directors to be necessary or advisable to assure\nconformity of the Plan with any requirements of state and federal laws or\nregulations now or hereafter in effect; provided, however, that the Board of\nDirectors may not amend either the provisions of Section 6.1 or the amount of\nthe Annual Retainer Fee more often than once in any six month period or more\noften than once in any calendar year.\n\n     9.2. No Impairment: No amendment, suspension or termination of this Plan\nshall, without the Optionee's consent, alter or impair any of the rights or\nobligations under any Option theretofore granted to an Optionee under the Plan.\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\nof Common Stock 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                                   ARTICLE XI\n\n                            Miscellaneous Provisions\n\n     11.1. Plan Does Not Confer Shareholder Rights: Neither an Optionee nor any\nperson entitled 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 subject\nto each Option, except to the extent that, and until, such shares shall have\nbeen issued upon the exercise of each Option.\n\n     11.2. Plan Expenses: Any expenses of administering this Plan shall be borne\nby the Company.\n\n     11.3. Use of Exercise Proceeds: Payment received from Optionees upon the\n\n\n                                       6\n\n\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 in connection with the adoption, administration,\namendment or termination of the Plan, and against all amounts paid by them in\nsettlement thereof (provided such settlement is approved by independent legal\ncounsel selected by the Company) or paid by them in satisfaction of a judgment\nin any such action, suit or proceeding, except a judgment based upon a finding\nof bad faith; provided that upon the institution of any such action, suit or\nproceeding a Committee or Board member shall, in writing, give the Company\nnotice thereof and an opportunity, at its own expense, to handle and defend the\nsame before such Committee or Board member undertakes to handle and defend it on\nsuch member's own behalf.\n\n     11.5. Withholding Taxes: The Company may, in its discretion, require an\nOutside Director to pay to the Company at the time of exercise of an Option or\nissuance of Common Stock under the Plan the amount that the Company deems\nnecessary to satisfy its obligation to withhold Federal, state or local income,\nFICA or other taxes incurred by the reason of the exercise or issuance. Upon or\nprior to the exercise of an Option or receipt of Common Stock requiring tax\nwithholding, an Outside Director may make a written election to have shares of\nCommon Stock withheld by the Company from the shares otherwise to be received.\nThe number of shares so withheld shall have an aggregate Fair Market Value on\nthe date of exercise sufficient to satisfy the applicable withholding taxes. The\nacceptance of any such election by an Optionee shall be at the sole discretion\nof the Committee.\n\n                                   ARTICLE XII\n\n                                 Effective Date\n\n     12.1. The Plan became effective on May 2, 1998. Options may not be granted\nunder the Plan after May 2, 2008. The Plan, as amended, shall become effective\non May 4, 2002.\n\n\n                                       7\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":[9539,9543],"class_list":["post-38294","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38294","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=38294"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38294"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38294"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38294"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}