Exhibit 10.1 



SEVERANCE BENEFITS
AGREEMENT 



        THIS
AGREEMENT, entered into as of the ___ day of ____________, ___ by and between
[HARLEY-DAVIDSON, INC. OR SUBSIDIARY COMPANY], a ___________ corporation
(“Employer”), and [NAME OF EXECUTIVE] (“Executive”). 



        WHEREAS,
Employer desires to continue to attract and retain skilled and dedicated management
employees; 



        WHEREAS,
Executive is currently employed by Employer in an executive capacity and has unique skills
and abilities that are of benefit to Employer; and 



        WHEREAS,
Employer desires to provide Executive certain assurances regarding severance pay and other
benefits in the event of a Covered Termination (as defined below). 



        NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the
parties hereby agree as follows: 



        1.    Not
an Employment Agreement. This Agreement is not an employment           agreement and
shall not change the employment relationship between Employer and           Executive.
Except as expressly provided herein, this Agreement shall not amend           or alter
the terms of, or limit the benefits to Executive under, any existing or           future
employment, transition, change of control or other agreement between           Executive
and Employer. This Agreement shall not be amended by any such future           agreement
unless such future agreement specifically provides that the terms of           this
Agreement shall be amended. Anything in this Agreement to the contrary
          notwithstanding and subject to any existing or future employment or other
          agreement between Employer and Executive, (a) Executive may terminate
          Executive’s employment with Employer at any time and for any reason and
(b)           Employer may terminate Executive’s employment with Employer at any
time and           for any reason.  




        2.              Definitions.  




	 	
a.    Affiliate.
“Affiliate” shall mean any parent, subsidiary or           other affiliate of
Employer.  






	 	
b. Base
Salary Amount. “Base Salary Amount” shall mean (1) the           amount of
Executive’s average monthly base salary during either (i) if           Executive has
been employed by Employer for twelve (12) or more consecutive           months
immediately prior to the Termination Date, the twelve (12) consecutive           months
immediately prior to the Termination Date or (ii) if Executive has been
          employed by Employer for less than twelve (12) consecutive months immediately
          prior to the Termination Date, the consecutive months of Executive’s
          employment with Employer immediately prior to the Termination Date, multiplied
          by (2) either (i) if Executive has been employed by Employer for twenty four
          (24) or more consecutive months immediately prior to the Termination Date,
          twelve (12) or (ii) if Executive has been employed by Employer for less than
          twenty four (24) consecutive months immediately prior to the Termination Date,
          six (6).  















	 	
c.    Benefit
Period. “Benefit Period” shall mean (1) if Executive           has been
employed by Employer for twenty four (24) or more consecutive months
          immediately prior to the Termination Date, the twelve (12) consecutive months
          immediately following the Termination Date or (2) if Executive has been
employed           by Employer for less than twenty four (24) consecutive months
immediately prior           to the Termination Date, the six (6) consecutive months
immediately following           the Termination Date.  






	 	
d.    Cause. “Cause” shall
mean:  






	 	        (1)              the
conviction of Executive of a felony or a crime involving moral turpitude,           theft
or fraud; or  







	 	        (2)              Executive’s
refusal to perform duties as directed in good faith by           Executive’s
supervisor, which failure is not cured within 10 days after           written notice
thereof from Employer to Executive; or  







	 	        (3)              Executive’s
engaging in sexual harassment or any act involving theft or           fraud with respect
to Employer or any of its parents, subsidiaries or other           affiliates, as
determined by the Chief Executive Officer of Employer; or  







	 	        (4)              Executive’s
reckless conduct or willful misconduct which results in           substantial harm (in
relation to Executive’s annual compensation), as           determined by the Chief
Executive Office of Employer, whether financial,           reputational or otherwise, to
Employer or any of its parents, subsidiaries or           other affiliates.  







	 	
e.    Covered
Termination. “Covered Termination” shall mean           Employer’s
termination of Executive’s employment with Employer other           than (1) for
Cause or (2) in connection with the death or disability of           Executive.
Notwithstanding the foregoing, the transfer of Executive’s           employment to
any Affiliate shall not be a Covered Termination.  






	 	
f.    Disability.
“Disability” shall have the meaning assigned to it           in the long-term
disability insurance policy then provided or made available to           Executive by or
through Employer. If there is then no such policy or such term           is not defined
therein, then “Disability” shall mean Executive’s           incapacity due
to physical or mental illness causing Executive to be absent from           the full-time
performance of Executive’s duties with Employer for sixty           (60) consecutive
days.  






	 	
g.    Stock
Plans. “Stock Plans” shall mean the Employer’s 2004
          Incentive Stock Plan, the Employer’s 1995 Stock Option Plan, and any other
          existing or future plans for the issuance of stock options, stock appreciation
          rights or restricted stock.  







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h.    Termination
Date. “Termination Date” shall mean the date on           which a Covered
Termination is effective, which date shall not be less than           twenty-five (25)
days after the date the Termination Notice is delivered to           Executive.  






	 	
i.    Termination
Notice Date. “Termination Notice Date” shall mean           the date on
which written notice is delivered by Employer to Executive stating           that the
Executive’s employment is being terminated pursuant to a Covered
          Termination and setting forth the Termination Date.  






        3.    Severance
Benefits. In the event of a Covered Termination and in lieu of           any benefits
or other amounts that would otherwise be payable by Employer to           Executive as a
result of, arising out of or following such Covered Termination,           Executive
shall be entitled to all of the following:  




	 	
a.              a
lump sum payment, payable within thirty (30) days following the Termination
          Date, equal to the Base Salary Amount.  






	 	
b.              during
the Benefit Period or the period beginning on the Termination Date and           ending
on the date Executive becomes employed on a substantially full-time           basis,
whichever is shorter, Employer shall make available to Executive coverage           under
Employer’s medical, dental and life insurance plans (but not short or           long
term disability) on the same terms as such plans are made available to           Employer’s
salaried employees generally.  






	 	
c.              during
the Benefit Period or the period beginning on the Termination Date and           ending
on the date Executive becomes employed on a substantially full-time           basis,
whichever is shorter, Employer shall maintain any life insurance on           Executive’s
life owned by Employer and shall pay the premiums (for such           period) due on any
life insurance on Executive’s life owned by Executive.  






	 	
d.              any
other benefits payable pursuant to the terms of the Stock Plans (and           applicable
agreements thereunder) and any incentive compensation (including           STIP),
pension, 401(k), retirement, savings or deferred compensation plans           earned up
to Termination Date.  






	 	
e.              reimbursement
of any expenses incurred by Executive in the ordinary course of           employment
prior to the Termination Date consistent with Employer’s then           existing
expense reimbursement policy.  






        4.    No
Mitigation. Executive shall not be required to mitigate the amount of           any
payment or benefit provided for in Section 3 hereof by seeking other           employment
or otherwise, nor will the amount provided for in Section 3(a) hereof           be
reduced by any compensation earned by Executive as a result of employment by
          another employer after the Termination Date.  




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        5.    Exclusivity.  




	 	
a.              The
benefits provided for herein are intended to constitute a minimum, but
          noncumulative, benefit package for Executive in the event of a Covered
          Termination. If Executive has or claims to have any Claims (as defined below),
          Executive may elect to assert such Claims. If, however, Executive does formally
          assert one or more Claims in a writing submitted to Employer, or an appropriate
          body to determine such Claims, for the legal enforcement of such Claims, such
          writing shall constitute an irrevocable waiver and disclaimer of
          Executive’s benefits and rights under this Agreement.  






	 	
b.              As
a condition of receiving the benefits provided for herein, Executive shall be
          required to execute, prior to receiving any benefits hereunder, a release in a
          form reasonably satisfactory to Employer, of all other claims against Employer
          arising out of such Covered Termination (the “Claims”), including but
          not limited to any and all claims arising out of contract (written, oral, or
          implied in law or in fact), tort (including negligent and intentional acts), or
          state, federal or local law (including discrimination on any basis whatsoever);
          a reaffirmation of the Executive’s confidentiality agreement; a
          non-solicitation of other employees; and a non-compete agreement effective
          during the Benefit Period.  






	 	
c.              If
Executive has received benefits under this Agreement for a Covered           Termination
and thereafter asserts any Claims, Executive shall, notwithstanding           any other
agreement to the contrary, return to Employer all benefits received           hereunder
as a condition of being allowed to assert any such Claims. If for any           reason
Executive cannot legally be compelled to return such benefits, Employer           shall
be given, to the extent allowed by law, credit for all amounts received by
          Executive under this Agreement against any other amounts otherwise due to
          Executive arising out of any such Claims. Notwithstanding the foregoing, this
          Section 5(c) shall not be construed to limit or otherwise modify the terms of
          any release executed by Executive pursuant to Section 5(b) hereof or otherwise.  






        6.    Other
Termination. In the event Executive’s employment with Employer
          terminates other than pursuant to a Covered Termination, including without
          limitation, a termination for Cause, termination by reason of Executive’s
          death, Disability or retirement or a voluntary termination by Executive,
          Executive shall be entitled to no benefits or rights under this Agreement.  




        7.    Amendment,
Termination and Assignment. This Agreement may be amended,           terminated or
superseded only by a written instrument signed by Executive and           Employer. This
Agreement may not be assigned by Executive. Notwithstanding           anything in this
Agreement to the contrary, Employer may unilaterally amend this           Agreement to
make changes that Employer reasonably determines are necessary or           appropriate
for purposes of causing this Agreement to comply with the           requirements of
Section 409A of the Internal Revenue Code and regulations           proposed or
promulgated thereunder, so long as Employer makes the same changes           to
corresponding agreements to which other Employer executives are parties.  




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        8.    Transfer
of Employment. If Executive’s employment is transferred to           any
Affiliate, such Affiliate shall assume Employer’s obligations hereunder
          and following such transfer such Affiliate shall be deemed the           “Employer” for
purposes of this Agreement.  




        9.    Headings. Headings
used herein are for convenience only and shall not           constitute a part of or
affect the meaning or interpretation of this Agreement.  




        10.    Governing
Law; Venue. This Agreement shall be deemed to have been made           and executed
in the State of Wisconsin and the validity, interpretation and           enforcement
hereof shall be governed by the internal laws of the State of           Wisconsin. In the
event of any dispute arising from or in connection with this           Agreement,
Executive consents and agrees to in personam          jurisdiction
and to venue exclusively in either the Circuit Court for Milwaukee           County,
Wisconsin, or the United States District Court for the Eastern District           of
Wisconsin, located in Milwaukee, Wisconsin.  




        IN
WITNESS WHEREOF, the parties have executed this Agreement at Milwaukee, Wisconsin as of
the date first above written. 



	EXECUTIVE:	EMPLOYER:
	
[NAME OF EXECUTIVE]	[HARLEY-DAVIDSON, INC.
		OR SUBSIDIARY COMPANY]
	

______________________________	By:______________________________
		Name:____________________________
		Title:_____________________________















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