\nHARLEY-DAVIDSON DEFERRED COMPENSATION PLAN…………………………………………………………….1<\/p>\nARTICLE I. DEFINITIONS …………………………………………………………………………..2
\n Section 1.1. Administrator……………………………………………………………….2
\n Section 1.2. Board………………………………………………………………………2
\n Section 1.3. Change of Control Event………………………………………………………2
\n Section 1.4. Company…………………………………………………………………….2
\n Section 1.5. Continuing Director………………………………………………………….3
\n Section 1.6. Deferred Benefit Account……………………………………………………..3
\n Section 1.7. Plan……………………………………………………………………….3
\n Section 1.8. Plan Interest Rate…………………………………………………………..3<\/p>\n
ARTICLE II. ELIGIBILITY AND PARTICIPATION……………………………………………………………..4
\n Section 2.1. Eligibility…………………………………………………………………4
\n Section 2.2. Participation……………………………………………………………….4
\n Section 2.3. Deferred Amount……………………………………………………………..4
\n Section 2.4. Irrevocable Elections………………………………………………………..5
\n Section 2.5. Effect of Change of Control Event……………………………………………..5<\/p>\n
ARTICLE III. INVESTMENT PROGRAMS FOR DEFERRED BENEFIT ACCOUNTS…………………………………………..6
\n Section 3.1. Life Insurance Investment Program……………………………………………..6
\n Section 3.2. Diversified Investment Program………………………………………………..6
\n Section 3.3. Participant Investment Directions……………………………………………..6
\n Section 3.4. Payroll Tax Withholding………………………………………………………7
\n Section 3.5. 401(k) Matching Contribution Make Up Amounts……………………………………7
\n Section 3.6. Unfunded Plan……………………………………………………………….7
\n Section 3.7. Participant Statements……………………………………………………….7<\/p>\n
ARTICLE IV. DISTRIBUTIONS AND BENEFITS………………………………………………………………..8
\n Section 4.1. Benefits Generally…………………………………………………………..8
\n Section 4.2. Benefits Upon Death………………………………………………………….8
\n Section 4.3. Benefit Adjustments………………………………………………………….9
\n Section 4.4. Payment of Benefits Upon Termination of Employment At or After Age 55……………..9
\n Section 4.5. Changes to Payment Periods…………………………………………………..10
\n Section 4.6. Beneficiary Designation……………………………………………………..10
\n Section 4.7. Annual Payment Date…………………………………………………………11
\n Section 4.8. Hardship Payments…………………………………………………………..11<\/p>\n
-i-<\/p>\n
Section 4.9. Nonalienation………………………………………………………………11
\n Section 4.10. Not a Contract of Employment…………………………………………………11<\/p>\n
ARTICLE V. RELATION TO DEFINED BENEFIT PLANS………………………………………………………….12
\n Section 5.1. General……………………………………………………………………12
\n Section 5.2. Lump Sum Payment Election……………………………………………………12
\n Section 5.3. Lump Sum Payment Procedures; Small Payment Cash Out Rules……………………….12<\/p>\n
ARTICLE VI. MISCELLANEOUS ………………………………………………………………………….13
\n Section 6.1. Tax Withholding Upon Distribution…………………………………………….13
\n Section 6.2. Amendment and Termination……………………………………………………13
\n Section 6.3. Governing Law………………………………………………………………13
\n Section 6.4. Binding Upon Successors……………………………………………………..13
\n<\/c><\/s><\/caption>\n<\/table>\n
-ii-<\/p>\n
INTRODUCTION<\/p>\n
Harley-Davidson, Inc. created the Deferred Compensation Plan,
\neffective October 1, 1988, to assist eligible employees of Harley-Davidson, Inc.
\nand its affiliates to defer income, while creating an enhanced death benefit,
\nuntil their retirement, death, or other termination of employment.<\/p>\n
Harley-Davidson Motor Company became the sponsor of the Plan in 1994.
\nEmployees of Harley Davidson, Inc. and its affiliates remain eligible to
\nparticipate in the Plan.<\/p>\n
The Plan was amended and restated effective January 1, 1998, to
\nconsolidate previous changes to the Plan.<\/p>\n
The Plan was amended and restated effective January 1, 1999, to add an
\nadditional investment program and to enhance the certainty of payment of Plan
\nbenefits in case of a change of control of Harley-Davidson, Inc. The Plan was
\nfurther amended effective January 1, 2000, to close Program A, the life
\ninsurance investment program, to new deferral commitments effective January 1,
\n2000. All changes through January 1, 2000, are incorporated herein.<\/p>\n
ARTICLE I. DEFINITIONS<\/p>\n
SECTION 1.1. ADMINISTRATOR. “Administrator” means the Retirement Plans
\nCommittee appointed by the Board of Directors of Harley-Davidson Motor Company
\nGroup, Inc. The Vice President–Controller of Harley-Davidson Motor Company
\nGroup, Inc., or such Vice-President’s delegate, is charged with the day-to-day
\nresponsibility of administration of the Plan.<\/p>\n
SECTION 1.2. BOARD. “Board” means the board of directors of
\nHarley-Davidson, Inc.<\/p>\n
SECTION 1.3.CHANGE OF CONTROL EVENT. “Change of Control Event” means
\nany one of the following:<\/p>\n
(a) Continuing Directors no longer constitute at least two-thirds
\n(2\/3) of the members of the Board;<\/p>\n
(b) Any person or group of persons (as defined in Rule 13d-5 under
\nthe Securities Exchange Act of 1934), together with its affiliates, becomes the
\nbeneficial owner, directly or indirectly, of twenty percent (20%) or more of the
\nthen outstanding common stock of Harley-Davidson, Inc. or twenty percent (20%)
\nor more of the voting power of the then outstanding securities of
\nHarley-Davidson, Inc. entitled generally to vote for the election of the members
\nof the Board;<\/p>\n
(c) The approval by the stockholders of Harley-Davidson, Inc. of the
\nmerger or consolidation of Harley-Davidson, Inc. with any other corporation, the
\nsale of substantially all of the assets of Harley-Davidson, Inc., or the
\nliquidation or dissolution, of Harley-Davidson, Inc., unless, in the case of a
\nmerger or consolidation, the then Continuing Directors in office immediately
\nprior to such merger or consolidation will constitute at least two-thirds (2\/3)
\nof the directors of the surviving corporation of such merger or consolidation
\nand any parent (as such term is defined in Rule 12b-2 under the Securities
\nExchange Act of 1934) of such corporation; or<\/p>\n
(d) At least two-thirds (2\/3) of the then Continuing Directors in
\noffice immediately prior to any other action proposed to be taken by the
\nshareholders of Harley-Davidson, Inc. or by the Board determines that such
\nproposed action, if taken, would constitute a change of control of
\nHarley-Davidson, Inc. and such action is taken.<\/p>\n
SECTION 1.4. COMPANY. “Company” means Harley-Davidson Motor Company
\nGroup, Inc.<\/p>\n
-2-<\/p>\n
SECTION 1.5. CONTINUING DIRECTOR. “Continuing Director” means any
\nindividual who is either (i) a member of the Board on January 1, 1999, or (ii) a
\nmember of the Board whose election or nomination to the Board was approved by a
\nvote of at least two-thirds (2\/3) of the Continuing Directors (other than a
\nperson whose election was as a result of an actual or threatened proxy or other
\ncontrol contest).<\/p>\n
SECTION 1.6. DEFERRED BENEFIT ACCOUNT. “Deferred Benefit Account”
\nmeans the account established for each participant under the Plan comprised of
\ndeferred compensation amounts as adjusted to reflect the net investment return
\nassociated with such amounts, as determined under the Plan. The Deferred Benefit
\nAccount established for a participant under the Life Insurance Investment
\nProgram (Program A) is called the participant’s “Deferred Benefit Account in
\nProgram A.” The Deferred Benefit Account established for a participant under the
\nDiversified Investment Program (Program B) is called the participant’s “Deferred
\nBenefit Account in Program B.” The amount credited under the Plan for a
\nparticipant pursuant to Section 3.5 is called the participant’s “Harley-Davidson
\nMatch Deferred Benefit Account.”<\/p>\n
SECTION 1.7. PLAN. “Plan” means the Harley-Davidson Deferred
\nCompensation Plan.<\/p>\n
SECTION 1.8. PLAN INTEREST RATE. The “Plan Interest Rate” means, for
\neach twelve (12) consecutive months ending after September 1, the Moody’s Long
\nTerm Bond Rate in effect on such September 1 (or the last business day
\nimmediately preceding such date if it is a Saturday, Sunday, or holiday).<\/p>\n
-3-<\/p>\n
ARTICLE II. ELIGIBILITY AND PARTICIPATION<\/p>\n
SECTION 2.1. ELIGIBILITY. Plan participation is limited to a select
\ngroup of management or highly compensated employees of the Company,
\nHarley-Davidson, Inc., or their affiliates. Coverage under the Plan also may be
\nextended to independent contractors engaged by the Company, Harley-Davidson,
\nInc., or their affiliates under circumstances, terms, and conditions that are
\nspecifically approved by the Administrator and included in such person’s written
\nparticipation agreement. The Administrator determines eligibility and may adjust
\nthe entry level requirements if necessary to assure that the Plan continues to
\nbe exempt from the eligibility, vesting, and funding requirements of the
\nEmployee Retirement Income Security Act of 1974, as amended.<\/p>\n
SECTION 2.2. PARTICIPATION.<\/p>\n
(a) Eligible persons must complete written agreements annually in
\norder to participate. These agreements are called Deferred Compensation
\nAgreements. Deferred Compensation Agreements must be completed and filed with
\nthe Administrator before the beginning of the calendar year for which they are
\neffective, except Deferred Compensation Agreements completed by newly-eligible
\npersons within thirty (30) days of becoming eligible for the first time under
\nthe Plan may be effective immediately, but only as to compensation earned after
\nthe date the Agreement is completed and filed with the Administrator.<\/p>\n
(b) A person who ceases to be eligible for Plan participation cannot
\nelect any new deferrals under the Plan. Deferred Compensation Agreements in
\neffect at the time eligibility for Plan participation ceases may remain in
\neffect in accordance with their terms and the rules of the Plan.<\/p>\n
(c) The Administrator makes all final decisions regarding eligibility
\nand compliance with the participation requirements.<\/p>\n
SECTION 2.3. DEFERRED AMOUNT.<\/p>\n
(a) Deferred Compensation Agreements must designate the amount of
\ncompensation that is to be deferred and indicate whether the deferred amount is
\nto be deducted from salary or bonus, or from both. Deferred Compensation
\nAgreements entered into prior to January 1, 2000, also shall specify whether any
\namount deferred is part of the Diversified Investment Program, rather than the
\nLife Insurance Investment Program, as such programs are described in Article
\nIII. The Life Insurance Investment Program is closed to new deferrals, effective
\nJanuary 1, 2000.<\/p>\n
(b) Each Agreement shall also specify the calendar year during which
\nthe compensation deferral is to take place.<\/p>\n
(c) The minimum aggregate deferral under each separate Agreement is
\nfive thousand dollars ($5,000). Only specific dollar amounts of compensation may
\nbe elected as part of any Agreement. The Administrator may, in its discretion,
\nprospectively adjust minimum and maximum levels of deferral for all
\nparticipants.<\/p>\n
-4-<\/p>\n
(d) The participant’s employer will make the corresponding reductions
\nin compensation and the Company will credit such amount to the participant’s
\nDeferred Benefit Accounts, making appropriate records to distinguish amounts
\nheld under the Life Insurance Investment Program and the Diversified Investment
\nProgram.<\/p>\n
SECTION 2.4. IRREVOCABLE ELECTIONS. A participant’s deferral election
\nis irrevocable except for substantial financial need of a participant due to
\nserious and unanticipated family health, education, or housing needs
\n(“Hardship”). The Administrator, in the Administrator’s discretion, upon
\ndemonstration of Hardship, may permit prospective reduction of the participant’s
\ncompensation deferral election for a calendar year. A request for reduction in
\nthe deferral amount due to Hardship must be submitted in writing, with evidence
\nof Hardship, to the Administrator. If the request for change is approved it will
\nbe prospectively effective, only.<\/p>\n
SECTION 2.5. EFFECT OF CHANGE OF CONTROL EVENT. Upon the occurrence of
\na Change of Control Event:<\/p>\n
(a) All deferrals of compensation under the Plan shall cease. Amounts
\nthat would otherwise be deferred will, instead, be paid to participants
\ncurrently as compensation.<\/p>\n
(b) Deferred Benefit Accounts of all participants (whether employed,
\nterminated, or participants whose accounts are in pay status) shall be paid out
\nto all such participants within ten (10) business days after the Change of
\nControl Event. If payment is delayed beyond such payment deadline for any
\nreason, the balance to be paid out shall become fixed as of such tenth (10th)
\nday, except that such amount shall be increased in an amount equivalent to
\ninterest on such fixed amount, to the date of actual payment, at a rate equal to
\ntwo times the Plan Interest Rate.<\/p>\n
-5-<\/p>\n
ARTICLE III. INVESTMENT PROGRAMS FOR DEFERRED BENEFIT ACCOUNTS<\/p>\n
SECTION 3.1. LIFE INSURANCE INVESTMENT PROGRAM.<\/p>\n
(a) The Life Insurance Investment Program was the original investment
\nprogram that has been available under the Plan since 1988. Under the Life
\nInsurance Investment Program (sometimes referred to herein as “Program A”) a
\nparticipant’s deferred compensation amounts were used to establish a Deferred
\nBenefit Account in Program A that was credited with interest at the Plan
\nInterest Rate, and a death benefit (described in Article IV). The Life Insurance
\nInvestment Program is closed to new deferrals effective January 1, 2000.
\nEffective at such time as the Administrator determines, a participant may elect
\nthat the participant’s Deferred Benefit Account under Program A shall cease
\nbeing deemed credited with interest at the Plan Interest Rate and shall
\nthereafter be deemed to be invested in accordance with Section 3.3.<\/p>\n
(b) If a Program A Deferral Commitment is reduced, either for
\nHardship or because of a Change of Control Event, the participant’s death
\nbenefit will be adjusted by the Administrator to reflect the reduced amount of
\nthe compensation deferral. A participant whose Program A Deferral Commitment has
\nbeen reduced for Hardship may elect, prior to termination of employment, to
\nreinstate the participant’s original deferral by paying to the Company the
\ndifference between the reduced deferrals actually made and the originally
\nscheduled amount as described in the participant’s original Program A Deferral
\nCommitment.<\/p>\n
SECTION 3.2. DIVERSIFIED INVESTMENT PROGRAM. The Diversified
\nInvestment Program (sometimes referred to herein as “Program B”) is added to the
\nPlan effective January 1, 1999. Under the Diversified Investment Program, the
\nparticipant’s Deferred Benefit Account in Program B is deemed to be invested in
\ninvestment options made available by the Administrator and selected by the
\nparticipant in accordance with Administrator rules. The special death benefit
\nprovisions of Sections 4.2 and 4.3 do not apply to a participant’s Deferred
\nBenefit Account in Program B.<\/p>\n
SECTION 3.3. PARTICIPANT INVESTMENT DIRECTIONS.<\/p>\n
(a) The participant investment direction provisions of this Section
\napply to each participant’s Deferred Benefit Account in Program B, the
\nparticipant’s Harley-Davidson Match Deferred Benefit Account described in
\nSection 3.5, and, when elected by the participant in accordance with
\nAdministrator rules, the participant’s Deferred Benefit Account in Program A.<\/p>\n
(b) The Administrator shall select and may prospectively change the
\nalternative investment options to be available for participant investment
\ndirection under the Plan.<\/p>\n
(c) Investment directions may be changed not less frequently than
\nonce each year by participants. Any new or revised participant investment
\ndirection, completed in accordance with Administrator rules, shall apply to all
\nof a participant’s Deferred Benefit Accounts subject to participant investment
\ndirection in the aggregate. A designated beneficiary may make investment
\ndirection changes, in the event of the participant’s death, in the same<\/p>\n
-6-<\/p>\n
manner, before the beneficiary’s interest in the Plan is fully paid out. The
\nAdministrator may, from time to time, in its sole discretion, modify the minimum
\nnotice period and maximum frequency of investment direction changes.<\/p>\n
SECTION 3.4. PAYROLL TAX WITHHOLDING. A participant’s employer may
\ndeduct from non-deferred compensation any taxes it is required to withhold on
\ndeferred amounts unless such amounts are withheld directly from the amount of
\ncompensation actually deferred.<\/p>\n
SECTION 3.5. 401(K) MATCHING CONTRIBUTION MAKE UP AMOUNTS.<\/p>\n
The Company will also credit to the Harley-Davidson Match Deferred Benefit
\nAccount of each participant a Company matching contribution in cash on amounts
\ndeferred under this Plan in the same relative amount as is made to the
\nparticipant’s pretax savings account in the Harley-Davidson Retirement Savings
\nPlan on amounts the participant has elected to defer under that plan. This
\ncredit will be made as of the last day of the month in which the Company
\nmatching contribution is deposited to the Retirement Savings Plan for a year.
\nThe credit, and the earnings attributed to it, are subject only to the vesting
\nrules of the Retirement Savings Plan. Such amount shall not be deemed to be a
\nCompany matching contribution to the Retirement Savings Plan for any
\nnondiscrimination testing purposes. A participant will not, under any
\ncircumstances, be credited with an aggregate Company matching amount under this
\nPlan and the Retirement Savings Plan that is larger than the rate of matching
\napplicable for the year under the Retirement Savings Plan multiplied by six
\npercent (6%) of the participant’s current and deferred compensation for such
\nyear.<\/p>\n
SECTION 3.6. UNFUNDED PLAN. A participant’s Deferred Benefit Accounts
\nare a means of measuring the value of the participant’s deferred compensation.
\nThe Accounts do not create a trust fund of any kind. Any assets earmarked by the
\nCompany to pay benefits under this Plan do at all times remain assets of the
\nCompany. A participant has no property interest in specific assets of the
\nCompany because of the Plan. The rights of the participant, a beneficiary, or an
\nestate to benefits under the Plan shall be solely those of an unsecured creditor
\nof the Company.<\/p>\n
SECTION 3.7. PARTICIPANT STATEMENTS. Following the close of each year
\nthe Administrator will provide statements of account to each participant.
\nAccounts shall be maintained, reported, and distributed in United States
\nDollars.<\/p>\n
-7-<\/p>\n
ARTICLE IV. DISTRIBUTIONS AND BENEFITS<\/p>\n
SECTION 4.1. BENEFITS GENERALLY. Except as otherwise provided in
\nSection 4.2 in case of death or in Section 4.4 in case of a termination of
\nemployment at or after reaching age fifty-five (55), upon a participant’s
\ntermination of employment the Company will pay to the participant, as
\ncompensation for prior services, an amount equal to the participant’s aggregate
\nDeferred Benefit Accounts measured as of the last day of the month in which
\nemployment terminated. Such payment shall be made in a single lump sum amount
\nwithin thirty (30) days following the termination of employment or as soon
\nthereafter as is administratively feasible.<\/p>\n
SECTION 4.2. BENEFITS UPON DEATH.<\/p>\n
(a) Upon the death of a participant prior to termination of
\nemployment, and before any periodic payments have started, the Company will pay
\nto the designated beneficiary of a participant with a Deferred Benefit Account
\nin Program A, as compensation for services rendered prior to the date of death,
\na benefit equal to the participant’s Deferred Benefit Account in Program A
\nmeasured as of the last day of the month coincident with or immediately
\nfollowing the date of death or, if greater, a death benefit determined as
\nfollows:<\/p>\n
\n\n Multiple of Program A Deferral
\n Age at Commitments Determined Separately
\n Deferral as to each deferral Commitment
\n ——– ——————————
\n
\n Through 45 5.0
\n 46 4.8
\n 47 4.6
\n 48 4.4
\n 49 4.2
\n 50 4.0<\/p>\n 51 3.8
\n 52 3.6
\n 53 3.4
\n 54 3.2
\n 55 3.0<\/p>\n
56 2.8
\n 57 2.6
\n 58 2.4
\n 59 2.2
\n 60 2.0<\/p>\n
61 1.8
\n 62 1.6
\n 63 1.4
\n 64 1.2
\n<\/c><\/s><\/caption>\n<\/table>\n
-8-<\/p>\n
\n\n Multiple of Program A Deferral
\n Age at Commitments Determined Separately
\n Deferral as to each deferral Commitment
\n ——– ——————————
\n
\n 65 and over 1.0
\n<\/c><\/s><\/caption>\n<\/table>\n (b) Upon the death of a participant prior to termination of
\nemployment, and before any periodic payments have started, the Company will pay
\nto the designated beneficiary of a participant with any Deferred Benefit
\nAccounts other than in Program A, as compensation for service rendered prior to
\nthe date of death, a benefit equal to the participant’s Deferred Benefit
\nAccounts other than in Program A measured as of the last day of the month
\ncoincident with or immediately following the date of death.<\/p>\n
(c) Upon the death of a participant after termination of employment
\nand after the commencement of periodic payments under Section 4.4, but before
\nthe completion of all such payments, the beneficiary entitled to receive such
\npayments may elect, subject to the discretion of the Administrator, to take an
\nimmediate lump sum payment of any unpaid amounts due the beneficiary. The
\nAdministrator shall have full discretion in determining whether or not to allow
\nsuch acceleration of payment to the beneficiary.<\/p>\n
(d) Death benefits under (a) or (b) above are to be paid in ten (10)
\nannual installments. The amount to be distributed annually is determined by
\nmultiplying the deceased participant’s aggregate Deferred Benefit Account
\nbalance by a fraction, the numerator of which is one (1) and the denominator of
\nwhich is the number of years remaining for the payments to be made (E.G., 1\/10,
\n1\/9, 1\/8 etc.). Additional earnings are to be credited to amounts (other than
\nDeferred Benefit Accounts in Program A) during the installment payment period in
\nthe same way earnings are credited while a participant is employed. No
\nadditional earnings are credited during the installment payment period for any
\ndeath benefit amount that is determined as a multiple of a participant’s Program
\nA Deferral Commitment.<\/p>\n
SECTION 4.3. BENEFIT ADJUSTMENTS. If there is a reduction in a Plan A
\ndeferral commitment, or a premature distribution from a Deferred Benefit Account
\nin Program A due to Hardship, the Administrator will advise the participant as
\nto the corresponding effect on the participant’s death benefit. If a participant
\nhas made more than one deferral commitment under Program A, the participant’s
\ndeath benefit will be separately determined for each commitment. A special rule
\napplies, however, for any participant who was not insurable for a death benefit
\nlarger than the “guaranteed issue” amount available to the Company at standard
\nrates when the participant, prior to January 1, 2000, completed a Deferred
\nCompensation Agreement calling for a deferral commitment to Program A. In that
\ncase, the affected participant’s death benefit with respect to such deferral
\ncommitment is limited to the greater of (i) the balance in the participant’s
\nDeferred Benefit Account, attributable to such deferral commitment, or (ii) an
\namount of death benefit able to be insured by the Company at standard rates at
\nthe time the participant completed his or her Deferred Compensation Agreement
\nproviding for such Program A deferral commitment.<\/p>\n
SECTION 4.4. PAYMENT OF BENEFITS UPON TERMINATION OF EMPLOYMENT AT OR
\nAFTER AGE 55.<\/p>\n
-9-<\/p>\n
(a) A participant may select the number of years over which the
\naggregate amount of the participant’s Deferred Benefit Accounts is to be paid to
\nthe participant upon termination of employment with the Company at or after age
\nfifty-five (55), up to a maximum of fifteen (15) years. Such election must be
\nmade in writing filed with the Administrator prior to the initial deferral of
\nany amount hereunder, except as provided in (c) below. A participant may change
\nthe participant’s benefit payment election as described in Section 4.5. If no
\nvalid election is in effect, then payment of the participant’s aggregate
\nDeferred Benefit Accounts shall be made in ten (10) annual installments.<\/p>\n
(b) The amount to be distributed annually is determined by
\nmultiplying the aggregate balance of the participant’s Deferred Benefit Account
\nby a fraction, the numerator of which is one (1) and the denominator of which is
\nthe number of years remaining for the payments to be made (E.G., 1\/10, 1\/9, 1\/8
\netc.). Additional earnings are to be credited to a Deferred Benefit Account
\nduring the installment payment period in the same way earnings are credited
\nwhile the participant is employed.<\/p>\n
(c) Prior to January 1, 2000, each Deferred Compensation Agreement
\nseparately required the election of a benefit payment period to apply if
\npayments commenced at or after age fifty-five (55). The number of possible
\ndifferent elections that may be in effect for a participant after several years
\nof Plan participation presented complex administrative challenges that required
\nsimplification. Accordingly, effective January 1, 2000, only a participant’s
\nmost recent valid benefit payment election will be recognized hereunder and it
\nwill apply to the participant’s Deferred Benefit Accounts in the aggregate. All
\nbenefit payment elections made before the most recent valid election are void
\nand of no effect as of January 1, 2000, for any participant not then currently
\nin pay status (i. e., already receiving installment payments prior to January 1,
\n2000). Notwithstanding the foregoing simplification of the payment period
\nelection process, any participant affected by this change may elect in writing
\nfiled with the Administrator before January 1, 2001, a different installment
\npayment period (up to the maximum of fifteen (15) annual payments) to apply to
\nthe participant’s Deferred Benefit Accounts in the aggregate.<\/p>\n
SECTION 4.5. CHANGES TO PAYMENT PERIODS.<\/p>\n
(a) A participant who has not previously made a benefit payment
\nperiod election, or who has a benefit payment period election already in effect,
\nmay make an election or change an election, selecting a payment period of up to
\nfifteen (15) years.<\/p>\n
(b) Except as provided in Section 4.4(c), any election or change of a
\nbenefit payment period election must be made in writing and filed with the
\nAdministrator not less than twelve (12) months before the date of the
\nparticipant’s termination of employment with the Company.<\/p>\n
SECTION 4.6. BENEFICIARY DESIGNATION. All payments by the Company will
\nbe made to the participant, if living. If the participant has died, then any
\npayment under the Plan will be made to the designated beneficiary of the
\nparticipant, which may include multiple beneficiaries. If such beneficiary dies
\nbefore receiving all payments due such beneficiary, any remaining payments will
\nbe made to the designated beneficiary’s estate unless a contingent beneficiary
\nwas designated by the participant as to such amounts. If there is a contingent<\/p>\n
-10-<\/p>\n
beneficiary payments will be made to the contingent beneficiary and, if such
\ncontingent beneficiary dies, any remaining payments will be made to the
\ncontingent beneficiary’s estate. If there is no beneficiary designation in force
\nwhen Plan benefits become payable upon the death of a participant, payment shall
\nbe to the participant’s spouse, or if no spouse is then living, to the
\nparticipant’s estate. All beneficiary designations must be made in writing and
\nacknowledged by the Administrator.<\/p>\n
SECTION 4.7. ANNUAL PAYMENT DATE. All installment payments by the
\nCompany of Deferred Benefit Accounts hereunder will be made each year on a June
\npayroll date on the basis of account values determined as of the immediately
\npreceding March 31. The Administrator may make payments on other dates where
\nnecessary due to Hardship, other special circumstances, or where authorized by
\nAdministrator rule.<\/p>\n
SECTION 4.8. HARDSHIP PAYMENTS. The Administrator may, in his or her
\nsole discretion, upon the finding that the participant has suffered a Hardship
\n(as described in Section 2.4), distribute to the participant any portion of the
\nparticipant’s Deferred Benefit Account as of such date that is appropriate to
\nthe need created by the Hardship.<\/p>\n
SECTION 4.9. NONALIENATION. The right of a participant or any other
\nperson to the payment of benefits under this Plan shall not be assigned,
\ntransferred, pledged, or encumbered.<\/p>\n
SECTION 4.10. NOT A CONTRACT OF EMPLOYMENT. This Plan may not be
\nconstrued as giving any person the right to be retained as an employee of the
\nCompany, Harley-Davidson, Inc., or any of their subsidiaries or affiliates.<\/p>\n
-11-<\/p>\n
ARTICLE V. RELATION TO DEFINED BENEFIT PLANS<\/p>\n
SECTION 5.1. GENERAL. The Company will supplement the defined benefit
\npension benefit that may be provided to each participant under the Company’s
\ndefined benefit pension plan with an amount equal to the pension benefit that
\nwould have been earned by the participant on the amount of compensation deferred
\nby the participant under this Plan, had such amount been received as
\ncompensation by the participant rather than deferred hereunder. Unless a
\nparticipant has elected an optional lump sum form of payment under this Article
\nV, such amount shall be paid in the same form of payment applicable to the
\npayment of benefits to the participant under the Company’s defined benefit
\npension plan. The supplemental pension amount described in this Section is
\nsubject to the defined benefit pension plan’s rules regarding determination of
\namount and vesting. Under no circumstance will this provision be construed to
\npermit payment to a participant of an aggregate pension benefit, including this
\nsupplemental pension benefit, that is larger than the pension benefit the
\nparticipant otherwise would have received if there had been no deferral election
\nunder this Plan.<\/p>\n
SECTION 5.2. LUMP SUM PAYMENT ELECTION. A participant may elect, in
\naccordance with Administrator rules, prior to the calendar year in which
\nperiodic payments under the Plan are otherwise to commence, to receive payment
\nof the participant’s supplemental pension amount under this Article in a single
\nlump sum cash payment amount. The amount of such lump sum cash payment shall be
\nequal to the present value of the participant’s supplemental pension under this
\nArticle V determined on the assumption that two hundred forty (240) consecutive
\nmonthly payments in the form of a single life annuity would otherwise be made,
\ncommencing on the later of the first day of the month following the
\nparticipant’s attainment of age fifty-five (55) or the employee’s retirement
\ndate and based on a reasonable interest rate assumption for this purpose,
\ndetermined by the Administrator, which shall be the “applicable interest rate”
\nused by the Company for purposes of its Pension Benefit Restoration Plan.<\/p>\n
SECTION 5.3. LUMP SUM PAYMENT PROCEDURES; SMALL PAYMENT CASH OUT
\nRULES. The Administrator shall establish rules and procedures to facilitate
\nmaking lump sum payment elections no later than the close of the calendar year
\npreceding the calendar year in which benefit payments are to commence. The
\nAdministrator is authorized to cash out the present value of benefits using the
\nmethodology of this Article V where the monthly payments that would otherwise be
\nmade would be DE MINIMIS, as determined by the Administrator.<\/p>\n
-12<\/p>\n
ARTICLE VI. MISCELLANEOUS<\/p>\n
SECTION 6.1. TAX WITHHOLDING UPON DISTRIBUTION. The Company will
\nwithhold from all benefit payments all required taxes.<\/p>\n
SECTION 6.2. AMENDMENT AND TERMINATION. The Company may, at any time,
\nmodify or amend the Plan by action of the Retirement Plans Committee that is
\ncharged with responsibility for this Plan. The Company may, at any time,
\nterminate the Plan. The Company may not, however, reduce any benefit payment
\nobligation to a participant based on deferrals already made, without the
\nparticipant’s consent. Plan amendments adopted pursuant to this section shall
\ngovern all Deferred Compensation Agreements and Deferred Benefit Accounts
\nuniformly except to the extent otherwise specifically provided by such
\namendment.<\/p>\n
SECTION 6.3. GOVERNING LAW. The Plan is to be construed under the laws
\nof the State of Wisconsin.<\/p>\n
SECTION 6.4. BINDING UPON SUCCESSORS. This Plan is binding upon the
\nCompany and participants and their respective successors, assigns, heirs,
\nexecutors, and beneficiaries.<\/p>\n
HARLEY-DAVIDSON MOTOR COMPANY GROUP, INC.<\/p>\n
BY:
\n —————————————
\n Vice President–Controller<\/p>\n
Date:
\n ————————————-<\/p>\n
-13<\/p>\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":[9539,9542],"class_list":["post-38754","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38754","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=38754"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38754"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38754"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38754"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}