{"id":39215,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-harley-davidson-financial-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-harley-davidson-financial-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-harley-davidson-financial-services-inc.html","title":{"rendered":"Employment Agreement &#8211; Harley-Davidson Financial Services Inc. and Donna F. Zarcone"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n                  THIS AGREEMENT is made as of the 1st day of January, 2000, \nby and between Harley-Davidson Financial Services, Inc., a Delaware \ncorporation (the 'Company'), and Donna F. Zarcone of Burr Ridge, Illinois \n(the 'Executive').\n\n                  WHEREAS,  the Company and the Executive are parties to an \nexisting  employment  agreement,  dated as of November 14, 1995,  the term of \nwhich expires December 31, 1999;\n\n                  WHEREAS, the Executive is willing to continue to perform \nservices for the Company for a longer term, and the Company wishes to have \nthe Executive render such services for such term; and\n\n                  WHEREAS, the parties desire to set forth the terms and \nconditions under which the Executive shall be employed and upon which the \nCompany shall compensate the Executive.\n\n                  NOW, THEREFORE, in consideration of the premises and \npromises contained herein, the parties agree as follows:\n\n                  1. EMPLOYMENT. The Company hereby employs the Executive, \nand the Executive hereby accepts employment with the Company, as the \nPresident and Chief Operating Officer of the Company. In such capacity, the \nExecutive will participate in the establishment of the Company's strategies \nand policies, as well as the management of the Company's operations and \nperform such duties and services of an executive and administrative character \nas shall be assigned to the Executive from time to time by the Chairman and \nChief Executive Officer of the Company (the 'Services').\n\n                  2. PERFORMANCE. The Executive agrees to devote the \nExecutive's best efforts, energies and skills on a full time basis during \nnormal working hours to performance of the Executive's duties hereunder \n(except for vacations and reasonable periods of illness or incapacity). \nDuring the term of this Agreement, the Executive shall not engage in any \nother business or business activity, whether or not such business activity is \npursued for gain, profit or other pecuniary advantage; provided, however, \nthat the Executive shall be not prevented from (i) investing the Executive's \nassets in such form or manner as will not require any substantial amount of \ntime or services on the part of the Executive in the operation of the affairs \nof the enterprises in which such investments are made or (ii) engaging in \nlimited outside business activities, such as serving on the board of \ndirectors of an entity or organization which will not conflict with the \nExecutive's duties hereunder. The principal place for performance of the \nServices shall be Chicago, Illinois, and the Company will permit the \nExecutive to perform substantially all of the Services therefrom. The \nExecutive may be obliged, from time to time, and for reasonable periods of \ntime, to travel in the performance of the Services.\n\n                  3. BASE SALARY. For all duties to be performed by the \nExecutive hereunder, the Executive shall receive an annual base salary (the \n'Base Salary') of Three Hundred Six Thousand Seventy-Five Dollars ($306,075), \npayable by the Company in equal semi-monthly\n\n                                     \n\n\ninstallments (prorated for any partial year). The Base Salary shall be \nsubject to adjustment from time to time by the Chairman and Chief Executive \nOfficer of the Company.\n\n                  4. BONUS. In addition to Base Salary, the Executive shall \nbe eligible to participate in incentive programs offered to senior management \nof the Company, including consideration for an annual bonus (the 'Bonus').\n\n                  5. VACATION. The Executive shall be entitled to annual paid\nvacation in accordance with the Company's policy applicable to executive\nemployees of the Company, which may be taken at such times as are consistent\nwith good business practices.\n\n                  6. FRINGE BENEFITS. The Executive shall be entitled to receive\nsuch fringe benefits as are available to executive employees of the Company\ngenerally, including participation in the Company's retirement and deferred\ncompensation programs.\n\n                  7. INSURANCE. The Executive shall be enrolled in the \nCompany's group insurance program, including life, accidental death and \nofficer group medical insurance program. The cost of all insurance coverage \nshall be paid by the Company and the Executive in accordance with the \nCompany's standard practice.\n\n                  8. EXPENSES. The Executive is authorized to incur reasonable\nexpenses in rendering Services hereunder and in the performance of the\nExecutive's duties hereunder. The Company will reimburse the Executive in a\ntimely manner at least monthly for all such expenses upon presentation of an\nitemized written accounting therefor (together with such vouchers and other\nverifications as the Company may require) within thirty (30) days after they\nhave been incurred.\n\n                  9. CONFIDENTIAL INFORMATION. The Executive acknowledges that\n(i) the Executive holds a senior management position with the Company, (ii) in\nconnection with the Services being rendered under this Agreement, the Executive\nwill acquire and make use of confidential information and trade secrets of the\nCompany and its affiliates ('Confidential Information'), including, but not\nlimited to, financial statements, client lists, project reports, software design\nand documentation, internal memoranda, marketing programs, reports and other\nmaterials or records of a proprietary nature which are not generally known to\nthe public, (iii) the Confidential Information constitutes a unique and valuable\nasset of the Company, (iv) maintenance of the proprietary character of such\ninformation, to the full extent feasible, is important to the Company, (v) the\nConfidential Information is sufficiently secret as to derive economic value from\nnot being generally known to others who could obtain economic value from its\ndisclosure or use, and (vi) the Confidential Information is currently the\nsubject of efforts to maintain its secrecy or confidentiality. Therefore, in\norder to protect the Confidential Information, the Executive agrees as follows:\n\n                    (a) to hold the Confidential Information in strictest\n           confidence and not to use or disclose such Confidential\n           Information without the written authorization of the Company,\n           except in connection with the Services being rendered under\n           this Agreement, for so long as any such Confidential\n           Information may remain confidential, secret or otherwise\n           wholly or partially protectable;\n\n                                    -2-\n\n\n                    (b) to take all appropriate steps to safeguard any\n           Confidential Information and to protect it against disclosure,\n           misuse, espionage, loss and theft; and\n\n                    (c) to return to the Company upon termination of\n           employment all materials relating to the Company or its\n           business, including all Confidential Information, coming into\n           the Executive's possession during the term of the Executive's\n           employment with the Company or while employed by a predecessor\n           to the Company's business.\n\n                  10. COVENANTS NOT TO COMPETE OR SOLICIT.\n\n                 10.1 So long as the Executive is employed by the Company and\nfor a period of one (1) year thereafter, the Executive shall not, directly or\nindirectly, by or for the Executive or as the agent of another, or through\nothers as the Executive's agent:\n\n                    (a) promote or sell leisure product financial\n           services anywhere in those states or territories (the\n           'Territory') in which the Company has rendered services or\n           provided financing within the eighteen (18) months immediately\n           preceding the termination of employment (the 'Relevant\n           Period') in competition with those of the Company; or\n\n                    (b) own, manage, operate, be compensated by,\n           participate in or have any right to or interest in any other\n           business that promotes or sells leisure product financial\n           services in the Territory in competition with those of the\n           Company.\n\n                  10.2 So long as the Executive is employed by the Company and\nfor a period of one (1) year thereafter, the Executive shall not (except in\nconnection with the rendering of services hereunder), directly or indirectly, by\nor for the Executive or as the agent of another, or through others as the\nExecutive's agent:\n\n                     (a) solicit or accept any business from customers of\n            the Company, or request, induce or advise customers of the\n            Company to withdraw, curtail or cancel their business with the\n            Company;\n\n                     (b) solicit for employment or employ or become\n            employed by any past, present or future employee of the\n            Company, or request, induce or advise any employee to leave\n            the employ of the Company; or\n\n                     (c) use or disclose any nonpublic information\n            concerning the Company or its businesses and affairs,\n            including Confidential Information.\n\n                  10.3 The Executive agrees that if the Executive shall violate\nany of the provisions of this Section 10, the Company shall be entitled to an\naccounting and repayment of all profits, compensation, commission, renumeration\nor other benefits that the Executive, directly or indirectly, may realize\narising from or related to any such violation. These remedies shall be in\naddition to, and not in limitation of, any injunctive relief or other rights to\nwhich the Company may be entitled.\n\n                                     -3-\n\n\n\n                  10.4 The parties agree and acknowledge that the duration, \nscope and geographic areas applicable to the covenant not to compete \ndescribed in this Section are fair, reasonable and necessary, that adequate \ncompensation has been received by the Executive for such obligations, and \nthat these obligations do not prevent the Executive from earning a \nlivelihood. If, however, for any reason any court determines that the \nrestrictions in this Section 10 are not reasonable, that consideration is \ninadequate or that the Executive has been prevented from earning a \nlivelihood, such restrictions shall be interpreted, modified or rewritten to \ninclude as much of the duration, scope and geographic area identified in this \nSection as will render such restrictions valid and enforceable.\n\n                  10.5 Nothing herein shall prohibit the Executive from owning\nin the aggregate not more than 1% of the outstanding stock of any corporation\nwhich is publicly traded, so long as the Executive has no active participation\nin the business of such corporation.\n\n                  11. REMEDIES. The Executive acknowledges that the Executive\nhas carefully read and considered the terms of this Agreement and knows them to\nbe essential to induce the Company to enter into this Agreement and that any\nbreach of the provisions contained herein will result in serious and irreparable\ninjury to the Company. The Executive further acknowledges that the Company's\nbusiness interests protected hereby are substantial and legitimate. Therefore,\nin the event of a breach of any such provisions, the Company shall be entitled\nto equitable relief against the Executive by way of injunction (in addition to,\nbut not in substitution for, any and all other relief to which the Company may\nbe entitled at law or in equity) to restrain the Executive from such breach and\nto compel compliance by the Executive with the Executive's obligations\nhereunder. The Company shall also be entitled to seek a protective order to\nensure the continued confidentiality of its trade secrets and proprietary\ninformation. The Executive hereby waives any from such breach and to compel\ncompliance by the Executive with the Executive's obligations hereunder. The\nCompany shall also be entitled to seek a protective order to ensure the\ncontinued confidentiality of its trade secrets and proprietary information. The\nExecutive hereby waives any requirement of proof that such breach will cause\nserious or irreparable injury to the Company, or that there is an adequate\nremedy at law.\n\n                  12.  TERMINATION.\n\n                  12.1 TERM. Except as provided below, this Agreement shall\nremain in full force and effect from the date hereof for an initial term ending\nthrough December 31, 2000 (the 'Initial Term'). Thereafter this Agreement shall\ncontinue for successive one year renewal terms (each a 'Renewal Term'), unless\neither Executive or Company gives the other written notice, not less than ninety\n(90) days prior to the end of the Initial Term or any Renewal Term, stating that\nthis Agreement shall expire at the end of the Initial Term or such Renewal Term,\nas the case may be. As used in this Agreement 'Term' means the Initial Term\ntogether with any Renewal Term(s).\n\n                  12.2 DEATH. In the event of the death of the Executive during\nthe term hereof, this Agreement shall terminate at the end of the month in which\nthe Executive dies. The Company shall pay within thirty (30) days of the date of\ndeath to the Executive's legal representatives or, if the Executive shall have\nfiled with the Company a designation of a person to receive such payment, such\nperson, the sum of (i) any unpaid Base Salary through the date of termination,\n(ii) any Bonus for the year in which such termination occurs prorated as of the\ndate of termination, (iii) accrued and unpaid vacation pay, (iv) proceeds,\nbenefits or other sums due \n\n                                     -4-\n\n\n\nunder any of the Company's benefit, insurance, retirement or other plans, and \n(v) any unreimbursed expenses incurred by the Executive on the Company's \nbehalf. Items (i) through (v) are hereinafter referred to as the 'Termination \nPayments'.\n\n                  12.3 DISABILITY. If, during the Term, the Executive comes\nunder such illness, physical or mental disability or other incapacity that the\nBoard of Directors of the Company determines that the Executive is unable to\nperform the Executive's duties under this Agreement for a period in excess of\nninety (90) substantially consecutive days, the Company may terminate this\nAgreement by giving notice to the Executive of its intention to terminate due to\ndisability and this Agreement shall terminate at the end of the month following\nthe month in which such notice was given. In the event of such termination, the\nCompany shall pay the Termination Payments to the Executive within thirty (30)\ndays of such termination and the Executive's Base Salary shall be continued\n(offset by any amounts payable to the Executive under the Company's benefit\nplans or short or long term disability insurance or social security payable)\nuntil the earliest of (i) one (1) year after termination, (ii) the end of the\nTerm, or (iii) the death of the Executive.\n\n                  12.4 TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may\nterminate this Agreement without cause upon thirty (30) days' prior notice in\naccordance with the Company's policies and procedures generally applicable to\nthe managerial employees of the Company. In the event of such termination, the\nCompany shall (a) pay the Termination Payments to the Executive within thirty\n(30) days of such termination and (b) pay severance pay in a lump sum within\nthirty (30) days of such termination in amount equal to the aggregate amount of\nthe Executive's monthly Base Salary that would have been paid over the one-year\nperiod immediately following termination at the rate in effect on the date of\ntermination. Additionally, in the event of such termination, during the twelve\n(12) consecutive months immediately following the date of termination or the\nperiod beginning on the date of termination and ending on the date the Executive\nbecomes employed on a substantially full-time basis, whichever is shorter, the\nCompany shall (a) make available to the Executive coverage under the Company's\nmedical, dental and life insurance plans on the same terms as such plans are\nmade available to the Company's managerial employees generally, and (b) maintain\nany split-dollar life insurance on the Executive's life owned by the Company and\npay the premiums (for such period) due on any split-dollar life insurance on the\nExecutive's life owned by the Executive.\n\n                  12.5 TERMINATION FOR CAUSE. Notwithstanding any other\nprovision hereof, the Company may terminate the Executive's employment under\nthis Agreement without prior notice at any time for 'Cause'. For purposes of\nthis Agreement, 'Cause' shall mean dishonest, fraudulent or illegal conduct\n(with the exception of minor misdemeanors such as traffic violations),\nmisappropriation of Company funds, substance abuse or the illegal use of\ncontrolled substances, gross incompetence, breach of any statutory or common law\nduty of loyalty to the Company, or any conduct that brings the Company into\npublic ridicule or disrepute. In the event of such termination, the Company\nshall pay the Termination Payments to the Executive within thirty (30) days of\nsuch termination; provided, however, that the Company shall have no obligation\nto pay any Bonus to the Executive for the year in which such termination occurs.\n\n                  12.6 EFFECT OF TERMINATION. Upon termination of this \nAgreement, all obligations of the Company and rights of the Executive under \nthis Agreement shall cease, except as otherwise provided herein. \nNotwithstanding anything to the contrary contained herein, the \n\n                                     -5-\n\n\n\nprovisions of Sections 9 through 12 shall survive any termination of this \nAgreement or employment and shall remain in full force and effect.\n\n                  13. ARBITRATION. Any controversy or claim arising out of or \nrelating to this Agreement, or any breach thereof, shall be settled by \narbitration in accordance with the Rules of the American Arbitration \nAssociation, and judgment upon the award rendered by the arbitrator(s) may be \nentered in any court having jurisdiction thereof. The decision of such \narbitrator(s) shall be conclusive and binding upon the parties hereto. The \nCompany shall pay on a current basis all legal expenses (including reasonable \nattorneys' fees) incurred by the Executive in connection with such \narbitration and the entering and enforcement of such award. Notwithstanding \nthe foregoing, the Company may, in its discretion, apply to a court of \ncompetent jurisdiction for the purposes of obtaining any relief contemplated \nby Section 11.\n\n                  14. NOTICE. Any notice required to be given, served or\ndelivered to any of the parties hereto shall be sufficient if it is in writing\nand sent by certified or registered mail, with proper postage prepaid, addressed\nas follows:\n\n                           TO EXECUTIVE:\n\n                           Donna F. Zarcone\n                           6002 South Grant\n                           Burr Ridge, IL 60521\n\n                           TO COMPANY:\n\n                           Harley-Davidson Financial Services, Inc.\n                           c\/o Harley-Davidson Inc.\n                           3700 West Juneau Avenue\n                           Milwaukee, Wisconsin 53208\n                           Attn: Chairman and Chief Executive Officer\n\n                           with a copy to:\n\n                           Harley-Davidson, Inc.\n                           3700 West Juneau Avenue\n                           Milwaukee, WI 53208\n                           Attn: Vice President and General Counsel\n\nor to such other  address as a party from time to time may  designate  by \nnotice to the other.  Notice  shall be deemed  effective  on the date  \ndeposited  for delivery in the U.S. mail.\n\n                  15. ASSIGNMENT. This Agreement shall inure to the benefit of\nand be binding upon the Executive, the Executive's administrative executors and\nheirs and the Company, its successors and assigns. This Agreement is for\npersonal services and may not be assigned or pledged by the Executive in any\nmanner, by operation of law or otherwise, without the written consent of the\nCompany. This Agreement may not be assigned by the Company; provided however,\nthat if substantially all of the business or assets of the Company are sold and\nthe Executive agrees to become an employee of the acquiror, then the Company may\nassign this Agreement to such acquiror.\n\n                                    -6-\n\n\n\n                  16. APPLICABLE LAW. This Agreement shall be governed by and\nconstrued in accordance with the internal substantive laws of the State of\nIllinois, and the parties hereby consent to the jurisdiction of Illinois courts\nover all matters relating to this Agreement.\n\n                  17. ENTIRE AGREEMENT. This Agreement contains the entire \nagreement of the parties in regard to the subject matter hereof, supersedes \nall prior discussions, agreements and understandings of every kind between \nthe parties in regard to the subject matter hereof and may be changed only by \na written document signed by the party against whom enforcement of any \nwaiver, change, modification, extension or discharge is sought. This \nAgreement does not supersede the Transition Agreement dated December 1, 1999 \nbetween the Executive and Harley-Davidson, Inc. The waiver of any breach of \nany provision of this Agreement shall be effective only in the specific \ninstance and for the specific purpose for which given and shall not operate \nor be construed as a waiver of any subsequent breach hereof.\n\n                  18. SEVERABILITY. If any provision of this Agreement shall be\nprohibited by or invalid under applicable law, or otherwise determined to be\nunenforceable, such provision shall be ineffective to the extent of such\nprohibition or invalidity without invalidating the remainder of such provision\nor the remaining provisions of this Agreement. The headings in this Agreement\nare for convenience of reference only and shall not limit or otherwise affect\nthe meaning hereof.\n\n                  IN WITNESS WHEREOF, the parties have caused this Agreement to\nbe executed as of the date first written above.\n\nEXECUTIVE:                          COMPANY:\n                                    HARLEY-DAVIDSON FINANCIAL SERVICES, INC.\n\n\n                                    By:\n------------------------------        -------------------------------------\n         Donna F. Zarcone              Jeffrey L. Bleustein\n                                       Chairman and Chief Executive Officer\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":[9539,9544],"class_list":["post-39215","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39215","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=39215"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39215"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39215"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39215"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}