EXHIBIT 10.11
HARLEY-DAVIDSON, INC.
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the_____ day of _____________, 19__, between
Harley-Davidson, Inc. (the "Company"), and ________________ (the "Participant").
Unless the context otherwise requires, as used herein the term "Company" shall
include all subsidiaries of the Company.
WHEREAS, on ________________ (the "Grant Date") the Company granted
the Participant ______________________ (________) shares of restricted common
stock of the Company subject to the terms of this Agreement (the "Restricted
Stock"); and
WHEREAS, the Participant desires to accept the grant of such
restricted stock pursuant to the terms of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms shall have the following definitions:
A. "Cause" shall mean (1) Participant's conviction of a felony
or a plea by the Participant of no contest to a felony, (2) willful
misconduct on the part of the Participant that is materially and
demonstrably detrimental to the Company or (3) Participant's willful
refusal to perform requested duties consistent with his office, position or
status with the Company (other than as a result of the Participant's
physical or mental disability). With respect to subsections (2) and (3) of
this paragraph, Cause shall be determined by a majority of the Committee at
a meeting held after reasonable notice to the Participant and including an
opportunity for the Participant and his counsel to be heard. All
determinations of the Committee hereunder shall be final.
B. "Committee" shall mean the Human Resources Committee of the
Board of Directors of the Company, or any successor committee thereto.
C. "Restricted Period" shall mean the period beginning on the
Grant Date and ending on the ________ (____) anniversary of the Grant Date
or such earlier time as provided herein.
2. ISSUANCE OF SHARES. Subject to the restrictions set forth herein,
the Company agrees to issue the Restricted Stock for the benefit of the
Participant effective as of the Grant Date.
3. RESTRICTIONS ON THE RESTRICTED STOCK. During the Restricted
Period, the Restricted Stock may not be sold, transferred, pledged or otherwise
alienated or hypothecated.
4. TERMINATION OF EMPLOYMENT. If during the Restricted Period the
Company terminates the Participant's employment with the Company for Cause or
the Participant terminates his employment with the Company, all shares of the
Restricted Stock shall upon such termination of employment be forfeited and
returned to the Company. If during the Restricted Period the Participant dies
or the Company terminates the Participant's employment with the Company other
than for Cause, the Restricted Period shall terminate upon such termination of
employment and all of the shares of Restricted Stock shall become free of the
restrictions set forth herein other than Section 7 hereof.
5. REGISTRATION AND HOLDING CERTIFICATE. The Participant hereby
waives during the Restricted Period any right to receive a certificate for the
Restricted Stock registered in the Participant's name and agrees instead that
the Company shall have the right to deliver the Restricted Stock to Firstar
Trust Company, as custodian, or to its nominee, and to cause a certificate to be
registered in the name of such custodian or its nominee, provided that the
custodian agrees to pay to the Participant the net amount of all cash dividends
received by it in respect of the Restricted Stock, determined after deducting
any taxes required to be withheld in respect of such dividends, as contemplated
by Section 6 hereof, and to vote such shares in accordance with the instructions
of the Participant. If the Restricted Stock is forfeited pursuant to the terms
of this Agreement, the custodian is authorized to transfer the Restricted Stock
back to the Company. During the Restricted Period the certificates issued in
respect of the Restricted Stock (including any stock dividends thereon) shall
bear the following legend:
The transferability of this Certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in an Agreement entered into between the
beneficial owner and Harley-Davidson, Inc. A copy of such Agreement
is on file in the office of the Secretary of Harley-Davidson, Inc.,
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208.
In addition, certificates issued in respect of the Restricted Stock may bear a
legend in substantially the following form, as determined by the Committee, both
during and after the Restricted Period:
The shares represented by this Certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or under any
state securities laws. These shares may not be sold or otherwise
transferred except pursuant to an effective registration statement filed
under the Act and any applicable state securities laws or pursuant to an
exemption therefrom.
6. PROVISION FOR WITHHOLDING TAXES. Within thirty (30) days after
(i) the Restricted Period terminates; or (ii) the Grant Date (if the Participant
has elected, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended, to include in gross income an amount equal to the fair market value of
the Restricted Stock), the Participant (or his legal representative, beneficiary
or heir) shall pay to the Company in cash an amount equal to the
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Federal, state and local income taxes and all other taxes that the Company is
required to withhold in respect of the Restricted Stock, or shall make such
other arrangements for the proper payment of all such taxes as shall be
satisfactory to the Company. Until such payment or other satisfactory
arrangement shall have been made, the Company will not be required to make
delivery of the Restricted Stock and, to the extent permitted by law, shall have
the right (but not the obligation), without notice to the Participant, to retain
or sell a sufficient number of shares of the Restricted Stock to cover the
amount of any such taxes required to be withheld. In the event the Participant
makes the election pursuant to Section 83(b) referred to above, the Participant
shall submit to the Secretary of the Company within thirty (30) days after the
Grant Date a copy of the statement required to be submitted by the Participant
to the corporation pursuant to Treasury Regulation 1.83-2. In addition, the
Company and the custodian shall have the right to withhold or deduct from any
payment of any kind otherwise due to the Participant or any nominee (including
any dividends payable with respect to the shares of Restricted Stock) the amount
of any such taxes required to be withheld.
7. SALES SUBJECT TO RULE 144. If the Participant is an "affiliate"
of the Company or the Restricted Stock constitutes "restricted securities",
within the meaning of such quoted terms in Rule 144 promulgated under the
Securities Act of 1933, as amended, at the time the Participant proposes to sell
any shares of the Restricted Stock, the Participant will make any such sales
only (i) in compliance with said Rule 144, including the requirement that, under
certain circumstances, the Participant shall file a notice of such proposed sale
on Form 144 with the Securities and Exchange Commission and the New York Stock
Exchange, or (ii) pursuant to another applicable exemption from the registration
requirements of the Securities Act of 1933, as amended.
8. NO EMPLOYMENT RIGHTS. The grant of Restricted Stock hereunder
shall not confer on the Participant any right to be retained in the employ of
the Company. The right of the Company to terminate (whether by dismissal,
discharge or otherwise) the Participant's employment with it at any time or as
otherwise provided in any agreement between the Company and the Participant is
specifically reserved.
9. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of Wisconsin.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date written above.
HARLEY-DAVIDSON, INC.
ATTEST:
By:
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