{"id":40737,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/transition-agreement-harley-davidson-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"transition-agreement-harley-davidson-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/transition-agreement-harley-davidson-inc.html","title":{"rendered":"Transition Agreement &#8211; Harley-Davidson Inc."},"content":{"rendered":"<pre>\n                              TRANSITION AGREEMENT\n\n          AGREEMENT dated the _____ day of _____________, 19__ between Harley-\nDavidson, Inc., a Wisconsin corporation (the 'Corporation') and _____________\n(the 'Executive').  Unless otherwise indicated, terms used herein and defined in\nSchedule A shall have the meanings assigned to them in Schedule A.\n\n          WHEREAS, the HDI Group desires to continue to attract and retain\nskilled and dedicated management employees, consistent with achieving the best\npossible price for its stockholders in any transition period or change in\nownership and control of the Corporation;\n\n          WHEREAS, the Executive has specific duties and unique talents which\nare of benefit to the HDI Group both presently and in any transition period;\n\n          WHEREAS, the HDI Group and the Executive desire that the Executive be\nfree of any conflict of interest with regard to the performance of the\nExecutive's duties in evaluating any proposed change in ownership or control;\n\n          NOW, THEREFORE, it is agreed as follows\n\n          1.   The HDI Group currently employs the Executive as\n____________________, Harley-Davidson, Inc. upon the terms and conditions\ncurrently reflected in the Executive's personnel file or in various minutes of\nthe Board.\n\n          2.   This Agreement shall become effective on the date hereof and\nshall terminate on the second [third for Mr. Teerlink] anniversary of the\noccurrence of a Change of Control Event; PROVIDED, HOWEVER, that no benefits\nshall be payable or accrue pursuant to this Agreement prior to the occurrence of\na Change of Control Event.\n\n          3.   During the two [three for Mr. Teerlink] year period following a\nChange of Control Event, so long as the Executive remains employed by the HDI\nGroup he shall devote his full time, attention, and energies to the business of\nthe HDI Group and shall not engage in any other business activity whether or not\nsuch business activity is pursued for gain, profit, or other pecuniary\nadvantage; but this shall not be construed as preventing the Executive from (a)\ninvesting the Executive's assets in such form or manner as will not materially\naffect the Executive's ability to perform his duties and obligations to the HDI\nGroup; or (b) continuing to serve as a director of any corporation of which he\nwas a director immediately prior to the Change of Control Event.  The Executive\nagrees that once a Change of Control Event occurs he will not voluntarily\nterminate his\n\n\n\n                                                                               2\n\nemployment with the HDI Group until ten days after such Change of Control Event\nhas occurred.\n\n          4.   The HDI Group agrees that following a Change of Control Event no\ntermination of the Executive's employment with the HDI Group will be effective,\nunless it provides the Executive ten days prior written notice of such\ntermination; PROVIDED, HOWEVER, that any Termination by the Executive shall\nprovide the HDI Group Employer with ten days prior written notice.  The\nExecutive may waive the notice requirement for the HDI Group.\n\n          5.   The Executive recognizes and acknowledges that the list of the\nHDI Group's customers, its product plans, forecasts and financial information,\nas well as other confidential information, as it may exist from time to time, is\nvaluable, special, and unique asset of the HDI Group's business.  The Executive\nwill not, during or after the term of the Executive's employment, disclose any\nsuch information or any part thereof to any person, firm, corporation,\nassociation, or other entity for any reason or purpose whatsoever.  In the event\nof a breach or threatened breach by the Executive of the provisions of this\nsection, the HDI Group shall be entitled to an injunction restraining the\nExecutive from disclosing, in whole or in part, this information.  The HDI Group\nwill be free to pursue any other remedies as may in its discretion be deemed\nappropriate under the circumstances.\n\n          6.   Upon the happening of a Change of Control Event, the HDI Group\nagrees, while the Executive is employed hereunder, to continue the Compensation\nof the Executive at a level, comparable in the aggregate, to that immediately\npreceding the Change of Control Event.\n\n          7.   (a)  (i) The Executive shall be entitled to receive upon\nTermination a lump-sum payment equal to the product of three multiplied by the\nsum of:\n\n          (A) the Executive's highest annual rate of salary during the five year\n     period preceding the Executive's termination of employment with the HDI\n     Group; \n\n          (B) the highest annual bonus paid to or accrued for the benefit of the\n     Executive during the five year period preceding the Executive's termination\n     of employment with the HDI Group under any bonus plan, program, or\n     arrangement of the HDI Group which the HDI Group Employer maintains or has\n     adopted; and\n\n          (C) the product of 4 times the last quarterly payment, prior to the\n     Change of Control Event, paid to the Executive\n\n\n\n                                                                               3\n\n     by the HDI Group, to the extent such payment was paid by the HDI Group in\n     lieu of providing the Executive with various fringe benefits (the\n     'Perquisite Payment').\n\nIn addition, if Executive has attained age 55 prior to the date of Termination,\nthe Executive shall receive an additional amount, in lieu of any post-retirement\nlife insurance, equal to his annual base salary, at its then current rate.\n\n               (ii) In addition, the HDI Group shall, at the time the 10 day\nwritten notice prior to Termination is given, cause:\n\n          (A) the Executive to be fully and immediately vested in his accrued\n     benefit and any minimum years of service requirement will be deemed to have\n     been satisfied under:  the Harley-Davidson Retirement Savings Plan for\n     Salaried Employees, the Retirement Annuity Plan for Salaried Employees of\n     Harley-Davidson, the Harley-Davidson Pension Benefit Restoration Plan, the\n     Harley-Davidson Supplemental Executive Retirement Plan, and any other\n     pension or retirement plan in which Executive was entitled to participate\n     at the time of the Change of Control Event or at any time prior to\n     Termination; \n\n          (B) all restricted stock awards made to the Executive to be fully and\n     immediately vested; \n\n          (C) all stock options granted pursuant to the Harley-Davidson, Inc.\n     1995 Stock Option Plan and any successor or predecessor plan, to be fully\n     vested and become immediately exercisable;\n\n          (D) all performance or other awards granted to the Executive pursuant\n     to any HDI long-term incentive plan to be fully and immediately vested, as\n     if all performance requirements have been satisfied; and  \n\n          (E) the HDI Group Employer to pay to Executive an amount in respect of\n     any bonus under a short-term incentive or other annual bonus plan of the\n     HDI Group equal to the higher of (a) Executive's target bonus for the year\n     of Termination, or (b) the bonus Executive received in the year prior to\n     the Change of Control Event, which amount shall be pro-rated by a fraction,\n     the numerator of which is the number of days elapsed in the HDI Group's\n     fiscal year on the date of Termination and the denominator of which is 365.\n\n               (iii) The Executive will also receive, for a period of three\nyears from the date of Termination:\n\n\n                                                                               4\n\n          (A) use of professional outplacement services by qualified consultants\n     retained at the expense of the HDI Group Employer; and \n\n          (B) continued coverage under HDI Group hospital, medical, life,\n     disability insurance and other welfare benefit plans.  \n\n               (iv) Furthermore, unless the Perquisite Payment was substituted\nfor the following, the Executive shall also receive a cash lump sum payment,\ncalculated so as to equal the fair market value of three years of benefits, for:\n\n          (A) automobiles and vehicles (or allowance in respect thereof) to\n     which he was entitled either prior to the Change of Control Event or prior\n     to Termination; and \n\n          (B) all amounts in respect of club, association or similar fees and\n     dues covering such Executive to which he was entitled either prior to the\n     Change of Control Event or prior to Termination.\n\n               (v) The Executive shall also be entitled to all amounts earned or\naccrued through the date of Termination but not paid as of such date, including\nbase salary, reimbursement for reasonable and necessary expenses incurred by the\nExecutive on behalf of the HDI Group during the period ending on the date of\nTermination, vacation pay, and sick leave (collectively, 'Accrued\nCompensation').  \n\n               (vi) All amounts payable pursuant to this Section 7(a) of this\nAgreement shall be paid to the Executive within 10 days following the date of\nTermination and all other benefits provided pursuant this Section 7(a) shall be\nprovided or begun, as the case may be, on the date of Termination.\n\n          (b)  In the event the Executive's employment shall be terminated due\nto death within the two [three for Mr. Teerlink] year period following a Change\nof Control Event, for a period of one year following such termination (i) the\nHDI Group shall be obligated to make payments under then existing employee\nbenefit programs, including, but not limited to, hospital, medical, life and\ndisability insurance; and (ii) except as provided in (i) above, all payments\nunder this Agreement shall cease, other than those payments which accrued, but\nwere not yet paid, on the date of an event described in this Section 7(b).  In\naddition, Executive shall also be entitled to all Accrued Compensation within 10\ndays of his date of termination.\n\n\n                                                                               5\n\n          (c)  Nothing in this Agreement shall be construed to prevent the HDI\nGroup Employer or the Board from terminating the Executive's employment under\nthis Agreement for Cause.  Such termination shall relieve the HDI Group of its\nobligation to make any other payments under this Agreement, except those that\nmay be payable under then existing employee benefit programs.  In order for the\nExecutive to be terminated for Cause, the existence of Cause must be determined\nby a written resolution adopted by the affirmative vote of not less than two-\nthirds of all the Continuing Directors, excluding for this purpose the\nExecutive, or in the event there are no Continuing Directors, by a unanimous\nvote of all the Directors, at a meeting duly called and held for that purpose\nafter reasonable notice to the Executive and opportunity for the Executive and\nhis counsel to be heard.  Any such determination shall require that the\nContinuing Directors (or the entire Board) find that in their reasonable good\nfaith judgment the conduct which was the basis for the hearing in fact occurred\nand is sufficient to warrant a termination for Cause.\n\n          8.   (a)  If the Executive receives any payments under this Agreement\nfrom the HDI Group which are 'excess parachute payments' taxed under Section\n4999 of the Code, the HDI Group Employer will pay, pursuant to subsection (b)\nbelow, an amount sufficient to offset such tax effects.\n\n          (b)  (i)  In the event that the Executive becomes entitled to payments\nin connection with a Change of Control Event under this Agreement or otherwise\n('the Payments'), if any of the Payments will be subject to the tax imposed by\nSection 4999 of the Code (the 'Excise Tax') (or any similar tax that may\nhereafter be imposed), the HDI Group Employer shall pay to the Executive an\nadditional amount (the 'Gross-Up Payment') such that the net amount retained by\nthe Executive, after deduction of any Excise Tax on the Payments and any federal\nand state income or other taxes and Excise Tax upon Gross-Up Payments provided\nfor by this section, shall be equal to the Payment.\n\n               (ii) For purposes of determining whether any of the Payments will\nbe subject to the Excise Tax and the amount of such Excise Tax, (A) any other\npayments or benefits received or to be received by the Executive in connection\nwith a Change of Control Event shall be treated as 'parachute payments' within\nthe meaning of Section 280G(b)(2) of the Code, and all 'excess parachute\npayments' within the meaning of Section 280G(b)(1) shall be treated as subject\nto the Excise Tax, unless in the opinion of tax counsel selected by the HDI\nGroup's independent auditors, and acceptable to the Executive, such other\npayments or benefits (in whole or in part) do not constitute parachute payments,\nor such 'excess parachute payments' (in whole or in part) represent reasonable\ncompensation for services actually\n\n\n                                                                               6\n\nrendered within the meaning of Section 280G(b)(4) of the Code in excess of the\nbase amount within the meaning of Section 280G(b)(3) of the Code, or are\notherwise not subject to the Excise Tax, (B) the amount of the Payments which\nshall be treated as subject to the Excise Tax shall be equal to the lesser of\n(1) the total amount of the Payments or (2) the amount of excess parachute\npayments within the meaning of Section 280G(b)(1) of the Code (after applying\nclause (A), above), and (C) the value of any non-cash benefits or any deferred\npayment or benefit shall be determined by the HDI Group's independent auditors\nin accordance with the principles of Section 280G(b)(3) and (4) of the Code.\n\n               (iii)  For purposes of determining the amount of the Gross-Up\nPayment, the Executive shall be deemed to pay federal and state income taxes at\nthe highest marginal rate of federal and state income taxation in the calendar\nyear in which the Gross-Up Payment is to be made.\n\n               (iv)   A Gross-Up Payment and Tax Adjustment Amount, if any,\nunder subsection (v) shall be paid not later than the fifth day following the\nExecutive's date of Termination; PROVIDED, HOWEVER, that if the amounts of such\npayment cannot be finally determined on or before such day, the HDI Group\nEmployer shall pay to the Executive on such day an estimate, as determined in\ngood faith by the HDI Group Employer of the minimum amount of such payments and\nshall pay the remainder of such payment (together with interest at the rate\nprovided under Section 1274(b)(2)(B) of the Code) as soon as the amount can be\ndetermined but no later than the thirtieth day after the Executive's date of\nTermination.  Notwithstanding the foregoing, a Gross-Up Payment and a Tax\nAdjustment Amount, if any, shall be paid prior to Termination, if necessary, and\nthe event prompting such payment shall be substituted for 'Termination' in this\nsubsection (iv) for purposes of determining the date by which payments must be\nmade.\n \n               (v)  In addition to the Gross-Up Payments under this Section 8,\nthe HDI Group Employer shall pay to the Executive an additional amount (the 'Tax\nAdjustment Amount') in the event any portion of the Payments are taxed (for\nstate or federal income tax purposes) at income tax rates higher than the\nhighest marginal federal and state income tax rates otherwise applicable to the\nExecutive without considering the Payments ('Base Income Tax Rates'), such that\nthe net amount retained by the Executive, after deduction of state and federal\nincome taxes at their respective actual rates and any state and federal income\ntaxes upon the Tax Adjustment Amount provided by this subsection (v), shall be\nequal to the Payments less state and federal income taxes thereon calculated at\nthe Base Income Tax Rates.  In the event any payments are required under this\nsubsection (v), they\n\n\n                                                                               7\n\nshall be included as 'Payments' under subsections (a) and (b) of this Section 8.\n\n               (vi) The Executive shall notify the HDI Group in writing of any\nclaim by the Internal Revenue Service that, if successful, would require the\npayment by the HDI Group of a Gross-Up Payment.  Such notification shall be\ngiven as soon as practicable, but no later than 10 business days after the\nExecutive is informed in writing of such claim and shall apprise the HDI Group\nof the nature of such claim and the date on which such claim is requested to be\npaid.  The Executive shall not pay such claim prior to the expiration of the 30\nday period following the date on which the Executive gives such notice to the\nHDI Group (or such shorter period ending on the date that any payment of taxes\nwith respect to such claim is due).  If the HDI Group notifies the Executive in\nwriting prior to the expiration of such period that it desires to contest such\nclaim, the Executive shall:\n\n          (A)  give the HDI Group any information reasonably requested by the\n     HDI Group relating to such claim;\n\n          (B) take such action in connection with contesting such claim as the\n     HDI Group shall reasonably request in writing from time to time, including,\n     without limitation, accepting legal representation with respect to such\n     claim by an attorney reasonably selected by the HDI Group and reasonably\n     satisfactory to the Executive;\n\n          (C)  cooperate with the HDI Group in good faith in order to\n     effectively contest such claim; and\n\n          (D)  permit the HDI Group to participate in any proceedings related to\n     such claim;\n\nPROVIDED, HOWEVER, that the HDI Group shall bear and pay directly all costs and\nexpenses (including, but not limited to, additional interest and penalties and\nrelated legal, consulting or other similar fees) incurred in connection with\nsuch contest and shall indemnify and hold the Executive harmless, on an after-\ntax basis, for any Excise Tax or other tax (including interest and penalties\nwith respect thereto) imposed as a result of such representation and payment of\ncosts and expenses.\n\n               (vii)  The HDI Group shall control all proceedings taken in\nconnection with such contest and, at its sole option, may pursue or forego any\nand all administrative appeals, proceedings, hearings and conferences with the\ntaxing authority in respect of such claim and may, at its sole option, either\ndirect the Executive to pay the tax claimed and sue for a refund\n\n\n                                                                               8\nor contest the claim in any permissible manner, and the Executive agrees to\nprosecute such contest to a determination before any administrative tribunal, in\na court of initial jurisdiction and in one or more appellate courts, as the HDI\nGroup shall determine; PROVIDED, HOWEVER, that if the HDI Group directs the\nExecutive to pay such claim and sue for a refund, the HDI Group shall advance\nthe amount of such payment to the Executive on an interest-free basis, and shall\nindemnify and hold the Executive harmless, on an after-tax basis, from any\nExcise Tax or other tax (including interest and penalties with respect thereto)\nimposed with respect to such advance or with respect to any imputed income with\nrespect to such advance; and PROVIDED, FURTHER, that if the Executive is\nrequired to extend the statute of limitation to enable the HDI Group to contest\nsuch claim, the Executive may limit this extension solely to such contested\namount.  The HDI Group's control of the contest shall be limited to issues with\nrespect to which a Gross-Up Payment would be payable hereunder and the Executive\nshall be entitled to settle or contest, as the case may be, any other issue\nraised by the Internal Revenue Service or any other taxing authority.  In\naddition, no position may be taken nor any final resolution be agreed to by the\nHDI Group without the Executive's consent if such position or resolution could\nreasonably be expected to adversely affect the Executive (including any other\ntax position of the Executive unrelated to the matters covered hereby).\n\n               (viii)  As a result of the uncertainty in the application of\nSection 4999 of the Code, it is possible that Gross-Up Payments and Tax\nAdjustment Amounts which will not have been made by the HDI Group should have\nbeen made ('Underpayment'), consistent with the calculation required to be made\nhereunder.  In the event that the HDI Group exhausts its remedies and the\nExecutive thereafter is required to pay to the Internal Revenue Service an\nadditional amount in respect of any Excise Tax, the HDI Group shall determine\nthe amount of the Underpayment (including any Tax Adjustment Amount) that has\noccurred and any such Underpayment shall promptly be paid by the HDI Group to or\nfor the benefit of the Executive.\n\n               (ix)  If, after the receipt by the Executive of an amount\nadvanced by the HDI Group in connection with the contest of the Excise Tax\nclaim, the Executive becomes entitled to receive any refund with respect to such\nclaim, the Executive shall promptly pay to the HDI Group the amount of such\nrefund (together with any interest paid or credited thereon after taxes\napplicable thereto).  If, after the receipt by the Executive of an amount\nadvanced by the HDI Group in connection with an Excise Tax claim, a\ndetermination is made that the Executive shall not be entitled to any refund\nwith respect to such claim and the HDI Group does not notify the Executive in\nwriting of its intent to\n\n\n                                                                               9\n\ncontest the denial of such refund prior to the expiration of 30 days after such\ndetermination, such advance shall be forgiven and shall not be required to be\nrepaid and the amount of such advance shall be offset, to the extent thereof, by\nthe amount of the Gross-Up Payment and the Tax Adjustment Amount.\n\n          9.   The Executive agrees that during the term of his employment under\nthis Agreement, he shall not, directly or indirectly, engage or participate in\nany business activity that is directly competitive with and likely to have a\nmaterial adverse effect on the business of the HDI Group without prior written\napproval of the Board.  In the event that, while employed by the HDI Group, the\nExecutive engages in practices that are directly competitive and that are likely\nto have a material adverse effect on the HDI Group and the Executive fails to\ncease such competitive practices within 30 days after written notice is received\nfrom the Board, Executive shall be treated for purposes of this Agreement as\nterminated for Cause as of such 30th day.\n\n          10.  Any dispute or controversy arising under or in connection with\nthis Agreement shall be settled exclusively by arbitration in Milwaukee,\nWisconsin or, at the option of the Executive, in the county where the Executive\nresides, in accordance with the Rules of the American Arbitration Association\nthen in effect; PROVIDED, HOWEVER, that if the Executive institutes an action\nrelating to this Agreement the Executive may, at his option, bring such action\nin a court of competent jurisdiction.  Judgment may be entered on the\narbitrator's award in any court having jurisdiction.\n\n          11.  The HDI Group shall pay all costs and expenses, including\nattorneys' fees and disbursements, of the HDI Group and, at least monthly, the\nExecutive, in connection with any legal services or proceedings (including, but\nnot limited to, arbitration), whether or not instituted by the HDI Group or the\nExecutive, relating to the interpretation or enforcement of any provision of\nthis Agreement.  The HDI Group also agrees to pay prejudgment interest on any\nmoney judgment obtained by the Executive as a result of such proceedings,\ncalculated at the reference rate or prime rate, as the case may be, of First\nWisconsin National Bank of Milwaukee as in effect from time to time from the\ndate that payment should have been made to the Executive under this Agreement.\n\n          12.  This Agreement shall be binding upon, inure to the benefit of and\nbe enforceable by the HDI Group and the Executive and their respective heirs,\nlegal representatives, successors and assigns.  If the HDI Group or any member\nof the HDI Group shall be merged into or consolidated with another entity, the\nprovisions of this Agreement shall be binding upon and inure to\n\n\n                                                                              10\n\nthe benefit of the entity surviving such merger or resulting from such\nconsolidation.  The HDI Group will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business or assets of the HDI Group or any member of\nthe HDI Group, by agreement in form and substance satisfactory to the Executive,\nto expressly assume and agree to perform this Agreement in the same manner and\nto the same extent that the HDI Group would be required to perform it if no such\nsuccession had taken place.  The provisions of this Section 12 shall continue to\napply to each subsequent employer of the Executive hereunder in the event of any\nsubsequent merger, consolidation or transfer of assets of such subsequent\nemployer.\n\n          13.  The HDI Group Employer will indemnify the Executive against\nexpenses (including attorney's fees), amounts paid in settlement (whether with\nor without court approval), judgments and fines actually and reasonably incurred\nby him in connection with a threatened or actual action, suit or proceeding if\nhe acted in good faith and in a manner he reasonably believed to be in, or not\nopposed to, the best interests of the HDI Group, and with respect to any\ncriminal action or proceeding, if he had no reasonable cause to believe that his\nconduct was unlawful, (and the HDI Group Employer will advance expenses for the\nExecutive) if he becomes a party or is threatened, pending or completed action,\nsuit or proceeding, whether civil, criminal, administrative or investigation (if\nnot by or in the right of the HDI Group Employer) by reason of the fact that he\nis or was a director, officer, employee or agent of the HDI Group or is or was\nserving at the request of the HDI Group as a director, officer, employee or\nagent or in any other capacity or in another corporation, or a partnership,\njoint venture, trust or other enterprise, or by reason of any action alleged to\nhave been taken or not taken by him while acting in any such capacity, to the\nfullest extent permitted by the HDI Group Employer's Articles of Incorporation\nand By-Laws.\n\n          14.  Any provision of this Agreement which is held to be unenforceable\nor invalid in any respect in any jurisdiction shall be ineffective in such\njurisdiction to the extent that it in unenforceable or invalid without affecting\nthe remaining provisions hereof, which shall continue in full force and effect. \nThe unenforceability or invalidity of a provision of this Agreement in one\njurisdiction shall not invalidate or render unenforceable such provision in any\nother jurisdiction.\n\n          15.  This Agreement shall be governed by and construed in accordance\nwith the laws of the State of Wisconsin applicable to contracts made and to be\nperformed therein, without regard to conflict of law principles.\n\n\n                                                                              11\n\n          16.  This instrument contains the entire agreement of the parties, and\nsupersedes any earlier agreement between them, relative to a transition period\nor termination in the event of a Change of Control Event.  It may not be changed\norally but only by an agreement in writing signed by the party against whom\nenforcement of any waiver, change, modification, extension, or discharge is\nsought.\n\n          17.  The Executive shall not be required to mitigate damages or the\namount of any payment to the Executive provided for under this Agreement by\nseeking other employment or otherwise, nor shall the amount of any payment\nprovided for under this Agreement be reduced by any compensation earned by\nExecutive as a result of employment by another employer after Termination.\n\n          IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                        HARLEY-DAVIDSON, INC.\n\n\n\n                                        By:\n                                           -----------------------------\n\n\nATTEST:\n\n\n\n----------------------------\nAssistant Secretary\n\n\n\n                                        --------------------------------\n                                        Executive\n\n\n                                   Schedule A\n\n                               CERTAIN DEFINITIONS\n\n\n          As used in this Agreement, and unless the context requires a different\nmeaning, the following terms have the meanings indicated:\n\n          'BASE INCOME TAX RATES' shall have the meaning ascribed to it in\n     Section 8(b)(v) of the Agreement.\n\n          'BOARD' means the Corporation's board of directors.\n\n          'CAUSE' means the commission by the Executive of one or more acts for\n     which the Executive is convicted of a felony under United States federal,\n     state or local criminal law, or willful and gross misconduct on the part of\n     the Executive that is materially and demonstrably detrimental to the HDI\n     Group taken as a whole.\n\n          'CHANGE OF CONTROL EVENT' means any one of the following:  (a)\n     Continuing Directors no longer constitute at least 2\/3 of the Directors;\n     (b) any person or group of persons (as defined in Rule 13d-5 under the\n     Securities Exchange Act of 1934), together with its affiliates, become the\n     beneficial owner, directly or indirectly, of 20% or more of the\n     Corporation's then outstanding Common Stock or 20% of more of the voting\n     power of the Corporation's then outstanding securities entitled generally\n     to vote for the election of the Corporation's Directors; (c) the approval\n     by the Corporation's stockholders of the merger or consolidation of the\n     Corporation with any other corporation, the sale of substantially all of\n     the assets of the Corporation or the liquidation or dissolution, of the\n     Corporation, unless, in the case of a merger or consolidation, the then\n     Continuing Directors in office immediately prior to such merger or\n     consolidation will constitute at least 2\/3 of the Directors of the\n     surviving corporation of such merger or consolidation and any parent (as\n     such term is defined in Rule 12b-2 under the Securities Exchange Act of\n     1934) of such corporation; or (d) at least 2\/3 of the then Continuing\n     Directors in office immediately prior to any other action proposed to be\n     taken by the Corporation's stockholders or by the Board determines that\n     such proposed action, if taken, would constitute a change of control  of\n     the Corporation and such action is taken.\n\n          'CODE' means the Internal Revenue Code of 1986, as amended.\n\n          'COMPENSATION' means the sum of all remuneration to which the\n     Executive is entitled, including, but not limited to salary, participation\n     in HDI Group bonus and benefit\n\n\n                                                                               2\n\n     plans, programs or arrangements and awards under any HDI Group bonus plans,\n     long-term incentive compensation plans, stock option plans, restricted\n     stock plans or any other deferred compensation plans in which the HDI Group\n     Employer maintained or adopted prior to the Change of Control Event or the\n     value to the Executive of the use of professional outplacement services by\n     qualified consultants and use of automobiles or vehicles, (or allowances in\n     respect thereof), and all amounts in respect of club, association or\n     similar fees and dues covering such Executive.  In the event that the HDI\n     Group cannot provide the Executive with one or more benefits which it is\n     obligated to provide to the Executive, pursuant to this Agreement, under\n     its employee benefit plans, programs or arrangements then the HDI Group\n     shall provide the Executive with equivalent benefits at the expense of the\n     HDI Group Employer.\n\n          'CONTINUING DIRECTOR' means any individual who is either (i) a member\n     of the Board on the date hereof or (ii) a member of the Board whose\n     election or nomination to the Board was approved by a vote of at least two-\n     thirds of the Continuing Directors (other than a person whose election was\n     as a result of an actual or threatened proxy or other control contest).\n\n          'CORPORATION' means Harley-Davidson, Inc., a Wisconsin corporation.\n\n          'EXCISE TAX' has the meaning ascribed to it in Section 8(b)(i) of the\n     Agreement.\n\n          'GROSS-UP PAYMENT' has the meaning ascribed to it in Section 8(b)(i)\n     of the Agreement.\n\n          'HDI GROUP' means Harley-Davidson, Inc. and its affiliates.\n\n          'HDI GROUP EMPLOYER' means the member of the HDI Group that employed\n     the Executive immediately prior to the Change of Control Event.\n\n          'TAX ADJUSTMENT AMOUNT' has the meaning ascribed to it in Section\n     8(b)(v) of the Agreement.\n\n          'TERMINATION' means any termination of Executive's employment\n     following the occurrence of any Change of Control Event, and shall include\n     any voluntary termination by the Executive, any termination in connection\n     with retirement under any retirement plan of the HDI Group, or any\n     termination resulting from a disability; PROVIDED, HOWEVER,\n\n\n                                                                               3\n\n     that such term shall not include any termination of the Executive's\n     employment by the Corporation for Cause or as a result of the death of the\n     Executive.\n\n          'UNDERPAYMENT' has the meaning ascribed to it in Section 8(b)(viii) of\n     the Agreement.\n\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-40737","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\/40737","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=40737"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40737"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40737"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40737"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}