Exhibit








HARLEY-DAVIDSON 
MANAGEMENT DEFERRED COMPENSATION PLAN


(As Amended and Restated Effective January 1, 2017)












TABLE OF CONTENTS
	
						
	 
	 
	Page
	 

	ARTICLE I. DEFINITIONS AND CONSTRUCTION
	 
	2
	


	 
	Section 1.01.
	Definitions.
	 
	2
	


	 
	Section 1.02.
	Construction and Applicable Law.
	 
	8
	


	 
	 
	 
	 
	 

	ARTICLE II. PARTICIPATION
	 
	9
	


	 
	Section 2.01.
	Eligibility.
	 
	9
	


	 
	 
	 
	 
	 

	ARTICLE III. EMPLOYEE DEFERRED COMPENSATION
	 
	10
	


	 
	Section 3.01.
	Deferrals Of Base Compensation.
	 
	10
	


	 
	Section 3.02.
	Deferrals of Annual Incentive (STIP) Awards.
	 
	12
	


	 
	Section 3.03.
	Restricted Stock Deferrals.
	 
	13
	


	 
	Section 3.04.
	Matching Contribution Credits.
	 
	16
	


	 
	Section 3.05.
	Employer Retirement Contribution Restoration Credits.
	 
	17
	


	 
	Section 3.06.
	Other Deferrals and Credits.
	 
	18
	


	 
	Section 3.07.
	Effect of Unforeseeable Emergency or Hardship.
	 
	18
	


	 
	 
	 
	 
	 

	ARTICLE IV. ACCOUNTING AND HYPOTHETICAL INVESTMENT ELECTIONS
	 
	19
	


	 
	Section 4.01.
	Investment Options.
	 
	19
	


	 
	Section 4.02.
	Participant Investment Elections.
	 
	19
	


	 
	Section 4.03.
	Allocation of Deemed Investment Gain or Loss.
	 
	20
	


	 
	Section 4.04.
	Accounts are For Record Keeping Purposes Only.
	 
	21
	


	 
	Section 4.05.
	Pre-2000 Deferrals Under Program A.
	 
	21
	


	 
	 
	 
	 
	 

	ARTICLE V. DISTRIBUTION OF ACCOUNTS
	 
	25
	


	 
	Section 5.01.
	In General.
	 
	25
	


	 
	Section 5.02.
	 Initial Distribution Elections.
	 
	25
	


	 
	Section 5.03.
	Modification of Distribution Election.
	 
	27
	


	 
	Section 5.04.
	Distribution of Vested Account Balances.
	 
	27
	


	 
	Section 5.05.
	Additional Distribution Rules.
	 
	28
	


	 
	Section 5.06.
	Death Benefit Payments.
	 
	29
	


	 
	Section 5.07.
	Hardship Withdrawals.
	 
	30
	


	 
	Section 5.08.
	Automatic Single Sum Distribution.
	 
	31
	


	 
	Section 5.09.
	Acceleration of Payments Upon a Change of Control.
	 
	31
	


	 
	 
	 
	 
	 

	ARTICLE VI. GENERAL PROVISIONS
	 
	32
	


	 
	Section 6.01.
	Administration.
	 
	32
	


	 
	Section 6.02.
	Restrictions to Comply with Applicable Law.
	 
	32
	


	 
	Section 6.03.
	Claims Procedures.
	 
	32
	


	 
	Section 6.04.
	Participant Rights Unsecured.
	 
	34
	


	 
	Section 6.05.
	Distributions for Tax Withholding and Payment.
	 
	34
	


	 
	Section 6.06.
	Amendment or Termination of Plan.
	 
	35
	


	 
	Section 6.07.
	Administrative Expenses.
	 
	37
	


	 
	Section 6.08.
	Successors and Assigns.
	 
	37
	


	 
	Section 6.09.
	Right of Offset.
	 
	37
	


	 
	Section 6.10.
	Not a Contract of Employment.
	 
	38
	


	 
	Section 6.11.
	Miscellaneous Distribution Rules.
	 
	38
	







i










HARLEY-DAVIDSON 
MANAGEMENT DEFERRED COMPENSATION PLAN


Harley-Davidson, Inc. (the “Company”) maintains the Harley-Davidson Management Deferred Compensation Plan (the “Plan”) for the benefit of eligible employees of the Company and its Affiliates.    
The Plan is intended to promote the best interests of the Company and its Affiliates by attracting and retaining key management employees possessing a strong interest in the successful operation of the Company and its Affiliates and encouraging their continued loyalty, service and counsel to the Company and its Affiliates.  












ARTICLE I. DEFINITIONS AND CONSTRUCTION

Section 1.01.      Definitions.
The following terms have the meanings indicated below unless the context in which the term is used clearly indicates otherwise:
(a)    Account:  The record keeping account or accounts maintained to record the interest of each Participant under the Plan.  An Account is established for record keeping purposes only and not to reflect (or require) the physical segregation of assets on the Participant’s behalf.  To the extent relevant with respect to any Participant, the Participant’s overall Account may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate.
(b)    Administrator:  Unless otherwise determined by the Committee, the Harley-Davidson Retirement Plans Committee.  
(c)    Affiliate:  Each corporation, trade or business that, with the Company, forms part of a controlled group of corporations or group of trades or businesses under common control within the meaning of Code Sections 414(b) or (c); provided that for purpose of determining when a Participant has incurred a Separation from Service, the phrase “at least fifty percent (50%)” shall be used in place of “at least eighty percent (80%)” each place it appears in Code Section 414(b) and (c) and the regulations thereunder.
(d)    Annual Incentive (STIP) Deferral:  See Section 1.01(l)(ii).
(e)    Base Compensation:  The base salary or wage payable by a Participating Employer to an Eligible Employee for services performed prior to reduction for contributions by the Eligible Employee to this Plan or pre-tax or after-tax contributions by the Eligible Employee to any other employee benefit plan maintained by a Participating Employer, but exclusive of extraordinary payments such as overtime, bonuses or incentive pay, meal allowances, reimbursed expenses, termination pay, moving pay, commuting expenses, severance pay, non-elective deferred compensation payments or accruals, stock options or restricted stock or restricted stock 


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units, Long-Term Cash incentive payments, Leadership STIP payments, Performance Shares, or the value of employer-provided fringe benefits or coverage, all as determined in accordance with such uniform rules, regulations or standards as may be prescribed by the Administrator.
(f)    Base Compensation Deferral:  See Section 1.01(l)(i). 
(g)    Beneficiary:  The person or entity designated by a Participant to be his or her beneficiary for purposes of this Plan.  If a beneficiary dies before receiving all payments due such beneficiary, any remaining payments will be made to the designated beneficiary’s estate unless a contingent beneficiary was designated by the Participant as to such amounts.  If there is a contingent beneficiary payments will be made to the contingent beneficiary and, if such contingent beneficiary dies, any remaining payments will be made to the contingent beneficiary’s estate.  If there is no beneficiary designation in force when Plan benefits become payable upon the death of a Participant, payment shall be made to the Participant’s current spouse, or if the Participant is not married or the spouse is not then living, to the Participant’s estate.  Beneficiary designations shall be in such form specified by the Administrator, which may include a requirement to use an electronic or on-line designation system.  A Participant’s Beneficiary designation shall become effective only upon receipt by the Administrator or its delegate.
(h)    Board:  The Board of Directors of the Company.
(i)    Code:  The Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time.  Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.
(j)    Committee:  The Human Resources Committee of the Board.
(k)    Company:  Harley-Davidson, Inc., or any successor thereto.
(l)    Deferral:  An amount credited to the Participant’s Account under the Plan, either as a result of the Participant’s election to receive such credit in lieu of the current payment of an 


3









equal amount of compensation to the Participant, or on a non-elective basis.  Deferrals include the following:
		
	(i)
	Base Compensation Deferral:  A Deferral of all or a portion of a Participant’s Base Compensation in accordance with Section 3.01.


		
	(ii)
	Annual Incentive (STIP) Deferral:  A Deferral of all or a portion of a Participant’s annual cash incentive award in accordance with Section 3.02 (not including a Leadership STIP award).


		
	(iii)
	Restricted Stock Deferral:  A Deferral of all or a portion of a Participant’s restricted stock or restricted stock unit award granted prior to January 1, 2017 under the Incentive Stock Plan, in accordance with Section 3.03.


		
	(iv)
	Employer Credits.  An amount credited to the Participant’s Account in accordance with Sections 3.04, 3.05 or 3.06.


(m)    Disability:  The inability of a Participant to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the Administrator.
(n)    Distribution Month:  Subject to Section 6.11, with respect to any distribution that is to be made on account of the Participant’s Separation from Service, either:
		
	(i)
	with respect to a Participant who is a Specified Employee on the date of the Participant’s Separation from Service, either (A) the month in which occurs the six (6) month anniversary of the Participant’s Separation from Service if such six (6) month anniversary occurs prior to the fifth (5th) 




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day of the month, or (B) in any other case, the month following the month in which occurs the six (6) month anniversary of the Participant’s Separation from Service.  
		
	(ii)
	with respect to a Participant who is not a Specified Employee on the date of the Participant’s Separation from Service, either (A) the first (1st) calendar month following the month in which occurs the Participant’s Separation from Service if there are at least thirty (30) calendar days between the date of the Participant’s Separation from Service and the fifth (5th) day of the following month, or (B) in any other case, the second (2nd) calendar month following the calendar month in which occurs the Participant’s Separation from Service.  For purposes of the thirty (30) calendar day rule, the day on which the Participant’s Separation from Service occurs is not counted.


(o)    Eligible Employee:  A common law employee of a Participating Employer who has been designated by the Administrator or the Committee as being eligible to participate in this Plan or who is eligible for the benefits described in Section 3.05.
(p)    Employer Retirement Contribution:  The non-elective contribution made to the Retirement Savings Plan on behalf of certain Participants whose date of hire or rehire occurred on or after August 1, 2006.
(q)    ERISA:  The Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time.  Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.
(r)    Fixed Date Election:  A Participant’s distribution election or elections made in accordance with Section 5.02 and which is (are) given effect only if the Participant has not 


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incurred a Separation from Service prior to the first day of the month in which distribution pursuant to the Participant’s Fixed Date Election is to be made or commence.
(s)    Incentive Stock Plan:  The Harley-Davidson, Inc. 2014 Incentive Stock Plan, or any predecessor or successor to such plan.
(t)    Investment Options:  The hypothetical investment options established by the Administrator from time to time (which may, but need not, be based upon one or more of the investment options available under the Retirement Savings Plan for Salaried Employees of Harley-Davidson).  
(u)    Matching Contribution Credits:  The amounts (if any) credited in accordance with Section 3.04.
(v)    Participant:  An Eligible Employee or a former Eligible Employee with an undistributed Account balance under the Plan.
(w)    Participating Employer:  The Company and each Affiliate that, with the consent of the Administrator or the Committee, participates in the Plan for the benefit of one or more Participants.
(x)    Plan:  The Harley-Davidson Management Deferred Compensation Plan, as amended and in effect from time to time.
(y)    Plan Year:  The twelve (12) month period beginning on January 1 and ending on December 31 of each year.
(z)    Retirement Distribution Election:  A Participant’s distribution election or elections made in accordance with Section 5.02 and which is (are) given effect only if the Participant’s Separation from Service occurs on or after the Participant’s attainment of age fifty-five (55).
(aa)    Retirement Savings Plan;  The Harley-Davidson Retirement Savings Plan for Salaried Employees.


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(bb)    Separation from Service:  The date on which a Participant separates from service (within the meaning of Code Section 409A) from the Company and all Affiliates.  A Separation from Service occurs when the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company and its Affiliates after that date or that the level of bona fide services the Participant will perform after such date as an employee of the Company or an Affiliate will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding thirty-six (36) month period (or such lesser period of services).  The Participant is not considered to have incurred a Separation from Service if the Participant is absent from active employment due to military leave, sick leave or other bona fide reason if the period of such leave does not exceed the greater of (i) six (6) months, or (ii) the period during which the Participant’s right to reemployment by the Company or an Affiliate is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine (29) months without causing the Participant to have incurred a Separation from Service.
(cc)    Specified Employee:  A Participant who, as of the date of the Participant’s Separation from Service, either (i) is treated as a Specified Employee in accordance with Code Section 409A and the rules below, or (ii) is employed at the S80 career band or above; provided that if the application of clause (ii) would result in more than two hundred (200) Participants being treated as Specified Employees at any point in time, Specified Employees shall be limited to those Participants who constitute Specified Employees under clause (i) above and such number of additional Participants who are covered under clause (ii), starting with the most highly compensated, such that the total number of Specified Employees does not exceed two hundred (200).  For purposes of clause (i) above, the Plan will identify Specified Employees each year as of December 31, which shall be the Plan’s Specified Employee identification date.  A Participant 


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who is identified as of December 31 as satisfying the requirements for classification as a Specified Employee will be treated as a Specified Employee for the entire twelve (12) month period that begins on the April 1 following the December 31 Specified Employee identification date and ends on the following March 31.  A Participant satisfies the requirements for classification as a Specified Employee if the Participant, at any time during the 12-month period ending on the Specified Employee identification date, is (i) an officer of the Company or an Affiliate having annual compensation from the Company and its Affiliates of greater than $130,000, as indexed; provided that no more than 50 employees, or if lesser, the greater of three or 10 percent of all employees, shall be treated as officers, (ii) a five percent (5%) owner of the Company or an Affiliate, or (iii) .a one percent (1%) owner of the Company or an Affiliate having annual compensation from the Company and its Affiliates of greater than $150,000, as indexed, in all cases applied in accordance with the regulations issued by the Secretary of the Treasury under Code Section 409A.  
(dd)    Stock Unit:  A hypothetical share of common stock of Harley-Davidson, Inc.
(ee)    Valuation Date (and Applicable Valuation Date):  See Section 4.03.

Section 1.02.      Construction and Applicable Law.
(a)    Wherever any words are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are use in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.  Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items.
(b)    This Plan is intended to be a plan of deferred compensation maintained for a select group of management or highly compensated employees as that term is used in ERISA, and shall be interpreted so as to comply with the applicable requirements thereof.  In all other respects, the Plan is to be construed and its validity determined according to the laws of the State of Wisconsin (without reference to conflict of law principles thereof) to the extent such laws are not preempted by federal law, and any action for benefits under the Plan or to enforce the terms 


8









of the Plan shall be heard in the State of Wisconsin by the court with jurisdiction over the claim.  In case any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, but the Plan shall, to the extent possible, be construed and enforced as if the illegal or invalid provision had never been inserted.

ARTICLE II.     PARTICIPATION

Section 2.01.      Eligibility.
Except for Section 3.05, an employee shall be eligible to participate in the Plan only if the employee is employed by a Participating Employer and if the employee has been designated as an Eligible Employee by the Administrator or the Committee.  When designating an employee as an Eligible Employee, the Administrator or the Committee, in its or their sole discretion, may designate the employee for participation in the entire Plan or any part thereof.  Unless otherwise determined by the Administrator or the Committee, an employee who satisfies the requirements Section 3.05 is eligible to participate in the Plan with respect to the benefits described in that Section, whether or not the employee has been designated for participation in the other components of the Plan.

ARTICLE III.     EMPLOYEE DEFERRED COMPENSATION

Section 3.01.      Deferrals Of Base Compensation.
(a)    Amount.  A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the Base Compensation that would otherwise be paid to the Participant.  A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 85% or such lower percentage specified by the Administrator) of the Participant’s Base Compensation that the Participant wishes to defer.  The minimum annual Base Compensation Deferral for any Plan Year is $5,000 (or if the Participant has designated a percentage of Base Compensation to be deferred, the percentage that, when applied to the Participant’s Base Compensation rate at the time the Deferral election is made, is expected to result in an 


9









annual Base Compensation Deferral of at least $5,000).  The maximum Base Compensation Deferral and Annual Incentive (STIP) Deferral, in the aggregate, for any Plan Year is limited to $999,999.99.
(b)    Initial Deferral Election.  
		
	(i)
	In the case of a Participant who has been designated for participation for the first time (and who has not previously been designated as being eligible for participation in another deferred compensation plan that is required to be aggregated with this Plan for purposes of Code Section 409A), the Participant may submit his or her initial Base Compensation Deferral election within thirty (30) days of being designated for participation in the Plan.  If the Participant does so, the Participant’s validly executed Base Compensation Deferral election shall become effective with respect to Base Compensation attributable to services to be performed subsequent to the date on which the election is filed with the Administrator.  


		
	(ii)
	In any other case, the Participant may elect to make Base Compensation Deferrals by submitting Base Compensation Deferral election, in such form and manner as the Administrator may prescribe, to the Administrator, but the election shall be treated as a Base Compensation Deferral election for the next following calendar year, and will become effective and shall apply only to Base Compensation attributable to services performed on or after January 1 of the calendar year following the calendar year during which the election is received by the Administrator.  




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	(iii)
	A Participant who was previously eligible for the Plan with respect to a prior period of employment but who ceased to be eligible to participate in the Plan (other than with respect to the accrual of deemed investment gain or loss) due to Separation from Service or transfer to an ineligible employment position, and who again is designated for participation following rehire or transfer back into an eligible employment position, may be treated as being eligible to participate for the “first time” if the Participant had not been eligible to participate in this Plan (or any other deferred compensation plan that is required to be aggregated with this Plan for purposes of Code Section 409A) at any time during the twenty-four (24) month period ending on the date the Participant again becomes eligible to again participate in the Plan.


		
	(iv)
	A Participant’s Base Compensation Deferral election is effective only for the calendar year to which the election relates, and shall not carry-over from year to year.


(c)    Revised Deferral Election.  Except as set forth in Section 3.07 or to the extent that the Administrator is permitted (and elects) to give earlier effect to a Participant’s revocation or revision to his or her Base Compensation Deferral election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, a Participant’s Deferral election, once effective with respect to a calendar year, may not be revoked or modified with respect to Base Compensation for that calendar year.  A Participant may modify his or her then- current Base Compensation Deferral election by filing a revised Base Compensation Deferral election, in such form and manner as the Administrator may prescribe, with the Administrator.  However, except to the extent that the Administrator is permitted (and elects) to give earlier effect to a Participant’s revised election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, the revised election will be treated as a Base 


11









Compensation Deferral election for the next following calendar year, and will be effective only with respect to Base Compensation for services performed on or after January 1 of the calendar year following the calendar year during which the revised election is received by the Administrator.  .
(d)    Base Compensation Paid Following Year End For the Payroll Period That Includes December 31.  For purposes of applying a Participant’s Base Compensation Deferral election, Base Compensation paid after December 31 of a calendar year that is attributable solely to services performed during the payroll period that includes December 31, if paid in accordance with the normal timing arrangement by which a Participating Employer compensates employees for services rendered, is treated as Base Compensation for services performed in the subsequent calendar year, even though part or all of the Participant’s services might have been performed in the prior calendar year.

Section 3.02.      Deferrals of Annual Incentive (STIP) Awards.
(a)    Amount.  A Participant may irrevocably elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the annual cash incentive that may be awarded and that would otherwise be paid to the Participant with respect to any calendar year.  A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 85% or such lesser amount or percentage as may be established by the Administrator, or as may be consistent with Code Section 409A and necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable law or other authorized withholdings) of the Participant’s annual cash incentive that the Participant wishes to defer.  The maximum Annual Incentive (STIP) Deferral and Base Compensation Deferral, in the aggregate, for any Plan Year is limited to $999,999.99.  Awards made under the Leadership STIP program are not eligible for deferral.
(b)    Deferral Election.  In the case of any annual cash incentive award that does not constitute performance-based compensation for purposes of Code Section 409A, a validly executed Annual Incentive (STIP) Deferral election shall be effective only if the Annual Incentive (STIP) Deferral election is received by the Administrator prior to the last day of the 


12









calendar year preceding the calendar year in which the Participant performs the services on which the incentive award is based, or by such other time as provided in regulations promulgated by the Secretary of the Treasury and adopted by the Administrator.  In the case of any annual cash incentive award that constitutes performance-based compensation for purposes of Code Section 409A, a validly executed Annual Incentive (STIP) Deferral election shall become effective with respect to incentive pay that may be awarded to the Participant with respect to a calendar year if the Participant’s Deferral election is received by the Administrator at least six (6) months prior to the end of the (calendar year) performance period for the incentive award, or by such earlier (but not later) date as the Administrator may establish.  A Participant’s Annual Incentive (STIP) Deferral election with respect to any calendar year performance period becomes irrevocable six (6) months prior to the end of such performance period (or such earlier but not later date as the Administrator may prescribe), and the Participant may not thereafter revoke or modify his or her election, except as may be permitted either under Section 3.07 or by the Administrator in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A.  A Participant’s election to defer payment of an incentive award shall be effective only for the performance period to which the election relates, and shall not carry over from year to year.

Section 3.03.      Restricted Stock Deferrals.
(a)    Amount.  A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of all or any portion of any restricted stock or restricted stock unit award that the Participant receives prior to January 1, 2017 under the Incentive Stock Plan.  A Participant’s election shall specify the whole number of shares or units (up to 100% of such shares or units, or such lesser number or percentage as may be established by the Administrator or as may be consistent with Code Section 409A and necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable law or other authorized withholdings) of the Participant’s award that the Participant wishes to defer; provided that if the Participant specifies a deferral percentage and application of that percentage does not produce a whole number of shares or units, the number of shares or units to be deferred shall be increased to the next higher whole number of share or units.  


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Deferrals are not permitted with respect to restricted stock or restricted stock unit awards that the Participant receives on or after January 1, 2017.
(b)    Deferral Election.  In the case of any award that is not performance-based compensation for purposes of Code Section 409A, a validly executed Restricted Stock Deferral election shall be effective only if the Restricted Stock Deferral election is received by the Administrator prior to the last day of the calendar year preceding the calendar year in which begins the service period for which the restricted stock or restricted stock units are granted, or by such other time as provided in regulations promulgated by the Secretary of the Treasury and adopted by the Administrator.  In the case of any award that is performance-based compensation for purposes of Code Section 409A, a validly executed Restricted Stock Deferral election shall become effective with respect to shares or units to be earned by the Participant with respect to any performance period if the Participant’s Restricted Stock Deferral election is received by the Administrator at least six (6) months prior to the end of such performance period or by such earlier (but not later) date as the Administrator may establish.  A Participant’s Restricted Stock Deferral election with respect to any performance period becomes irrevocable six (6) months prior to the end of such performance period (or such earlier but not later date as the Administrator may prescribe), and the Participant may not thereafter revoke or modify his or her election, except as may be permitted by the Administrator in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A.  A Participant’s Restricted Stock Deferral election shall be effective only for the particular restricted stock or restricted stock unit award to which the election relates, and a Participant’s election does not carry over from award to award.  
(c)    Crediting of Stock Units.  A Participant who has made a Restricted Stock Deferral election will be credited under this Plan, on a one-for-one basis, with a number of Stock Units equal to the number of shares of restricted stock or the number of stock units that originally were granted to the Participant under the Incentive Stock Plan but that the Participant has elected to defer under this Plan as a Restricted Stock Deferral.  Any cash dividends (or similar distribution) that would have been payable on the Stock Units credited to a Participant’s Account if such Stock Units were actual shares of Harley-Davidson, Inc. common stock will be credited to the 


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Participant’s Account in the form of additional Stock Units (with respect to Restricted Stock Deferrals made prior to the January 1, 2011) or in the form of cash (with respect to Restricted Stock Deferrals made on or after January 1, 2011).  The conversion from cash to Stock Units (where applicable) shall be accomplished by dividing the amount of the dividend or distribution by the closing price of a share of Harley-Davidson, Inc. common stock on the payment date for the dividend or distribution.
(d)    Vesting.  Unless otherwise determined by the Committee, the Participant’s interest in Stock Units attributable to a Restricted Stock Deferral shall be subject to the same vesting or forfeiture conditions to which the Participant would have been subject if the Participant had received the restricted stock or restricted stock unit award directly rather than electing to defer delivery of such award.  Similarly, unless otherwise determined by the Committee, the dividend (or distribution) credits shall be subject to the same vesting or forfeiture conditions as would have applied to such dividend or distribution if the Participant had not made a Deferral election with respect to restricted stock or restricted stock unit award.  
(e)    Adjustments.  In the event of any merger, share exchange, reorganization, consolidation, recapitalization, stock dividend or stock split involving Harley-Davidson, Inc. common stock, or other event in which Harley-Davidson, Inc. common stock is subdivided or combined, or a cash dividend is declared the amount of which, on a per share basis, exceeds fifteen percent (15%) of the fair market value of a share of Harley-Davidson, Inc. common stock, at the time the dividend is declared, or Harley-Davidson, Inc. shall effect any other dividend or other distribution of Harley-Davidson, Inc. common stock that the Board determines by resolution is extraordinary or special in nature or that is in connection with a transaction that Harley-Davidson, Inc. characterizes publicly as a recapitalization or reorganization of Harley-Davidson, Inc. common stock or words of similar import, or any other event shall occur, which, in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, the Committee shall make appropriate equitable adjustments with respect to the Stock Units (if any) credited to the Account of each Participant.  The nature of any such adjustment shall be determined by the Committee, in its discretion.


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(f)    Share Counting.  Shares of Harley-Davidson, Inc. common stock distributed in settlement of a Participant’s Stock Units, including the shares distributed in settlement of dividend (or distribution) credits that were made in the form of additional Stock Units, shall be charged against the pool of available shares under the Incentive Stock Plan.

Section 3.04.      Matching Contribution Credits.
The Administrator will credit to the Account of each Participant who has been designated for participation in the Matching Contribution Credit component of the Plan a Matching Contribution Credit (denominated in cash).  For each year, the Matching Contribution Credit will be equal to the difference between (a) the matching contribution that would have been credited to the Participant’s account under the Retirement Savings Plan for the applicable year if (i) the Participant’s contributions to the Retirement Savings Plan had included the Base Compensation Deferrals and Annual Incentive (STIP) Deferrals made by the Participant under this Plan and (ii) the matching contribution under the Retirement Savings Plan were calculated without regard to the maximum compensation limitation of Code Section 401(a)(17), the maximum limit on elective deferrals under Code Section 402(g), and/or the maximum annual addition limitation of Code Section 415, and (b) the matching contribution actually credited to the Participant’s account under the Retirement Savings Plan for the year.  This Matching Contribution Credit will be made in the first quarter of the year following the year to which the Matching Contribution Credit relates.  The Matching Contribution Credit, and the earnings attributed to it, are subject to the vesting rules of the Retirement Savings Plan so that a Participant who incurs a Separation from Service prior to becoming vested in his or her matching contributions under the Retirement Savings Plan shall forfeit the portion of his or her Account under this Plan that is attributable to Matching Contribution Credits, and earnings thereon.  Matching Contribution Credits to this Plan shall not be deemed to be an employer matching contribution to the Retirement Savings Plan for any nondiscrimination testing purposes.

Section 3.05.      Employer Retirement Contribution Restoration Credits.
(a)    Eligibility.  Unless the Administrator or the Committee determines otherwise, a Participant (whether or not designated for participation in other aspects of the Plan) who is hired 


16









on or after August 1, 2006 and who is covered under the Employer Retirement Contribution feature of the Retirement Savings Plan will be eligible to receive an additional credit to his or her Account for each year, in accordance with the rules of this Section, if the Participant’s Employer Retirement Contribution under the Retirement Savings Plan is restricted because of the limitations of Code Section 401(a)(17) or 415.
(b)    Amount.  With respect to each Participant whose Employer Retirement Contribution under the Retirement Savings Plan is restricted in the manner described in subsection (a), the Participant shall receive an additional credit under this Plan equal to the difference between (i) the Employer Retirement Contribution that would have been allocated to the Participant for the year under the Retirement Savings Plan if the Code Section 401(a)(17) and 415 limitations did not apply and if Base Compensation and Annual Incentive Pay (STIP) Deferrals (if any) made by the Participant under this Plan are treated as if they had been paid to the Participant in cash, and (ii) the Employer Retirement Contribution to which the Participant is actually entitled for such year under the Retirement Savings Plan.  
(c)    Vesting.  A Participant will have a vested and non-forfeitable right to the credits made under this Section, and any deemed investment gains or losses on such credits, if the Participant is vested in the Employer Retirement Contributions made to his or her account under the Retirement Savings Plan.  If the Participant incurs a Separation from Service prior to obtaining a vested right to the Employer Retirement Contributions under the Retirement Savings Plan, the credits made on the Participant’s behalf under this Section, together will all deemed investment gains or losses on such credits, shall be forfeited.

Section 3.06.      Other Deferrals and Credits.
The Administrator or the Committee, in their discretion, may, with respect to any Participant, determine that the Participant is eligible to make Deferrals with respect to additional components of the Participant’s remuneration or receive employer contribution credits in addition to the credits described herein.  In no event, however, shall the Administrator or Committee authorize such additional Deferrals or credits unless the Administrator or Committee 


17









has first determined that the Deferrals or credits have been elected or authorized in a manner that will not result in the imposition of tax under Code Section 409A.

Section 3.07.      Effect of Unforeseeable Emergency or Hardship.
Notwithstanding the general timing rules under Sections 3.01 and 3.02 that govern Participant Deferral elections, if a Participant receives a distribution on account of (a) “unforeseeable emergency” under Section 5.07 or (b) a distribution on account of “hardship” under the Retirement Savings Plan or any other qualified plan maintained by the Company or an Affiliate that includes a qualified cash or deferred arrangement under Code Section 401(k) where such plan requires the Participant to cease qualified and non-qualified deferrals as a condition of receiving the distribution, then the Participant’s then-existing Base Compensation Deferral election, Annual Incentive (STIP) Deferral election, and any Restricted Stock Deferral election shall be terminated (and not merely suspended) in accordance with Code Section 409A.  Any Deferral election made after a termination of a Deferral election due to hardship or unforeseeable emergency will be considered an “initial deferral election” that is subject to the rules of this Plan and Code Section 409A and the regulations promulgated thereunder with respect to “initial deferral elections.”



ARTICLE IV.     ACCOUNTING AND HYPOTHETICAL INVESTMENT ELECTIONS

Section 4.01.      Investment Options.
The Administrator may designate two or more Investment Options.  The Administrator’s designation of an Investment Option does not imply any obligation on the part of the Participating Employers to set aside or otherwise invest funds in the designated Investment Option.  The Investment Option serves merely as a device for determining the amount of deemed investment gain or loss to be credited or charged to the Participant’s Account.  Further, the Administrator may at any time modify the roster of available Investment Options, including the elimination of any Investment Option that was previously available under the Plan. 


18










Section 4.02.      Participant Investment Elections.
(a)    This Section applies to the deemed investment of a Participant’s Account, other than the portion attributable to Restricted Stock Deferrals and the portion that is credited with interest at the Plan Interest Rate in accordance with Section 4.05.  The portion of a Participant’s Account that is attributable to Restricted Stock Deferrals is deemed to be invested in Stock Units, and the Participant is not permitted to exercise investment discretion with respect to this portion.  The portion of the Participant’s overall Account balance to which this Section applies is referred to as the Eligible Account Balance.
(b)    In accordance with uniform rules prescribed by the Administrator, a Participant may at any time designate, in writing or in such other manner as the Administrator may prescribe, how his or her Eligible Account Balance shall be deemed to be invested among the Investment Options or to change a previous investment designation.  A Participant, in his or her investment designation, shall indicate whether the investment designation shall operate (i) to reallocate the Eligible Account Balance (as of the effective date of the election) in the percentages specified by the Participant in his or her investment election, and/or (ii) as a direction with respect to the deemed investment of future Deferrals for which Participant investment direction is available.  Even though a Participant may make separate Retirement Distribution Elections or Fixed Date Elections with respect to certain types of Deferrals (or groups of Deferral types), as described in Section 5.02, the Participant is not permitted to make a separate investment election that corresponds to the Deferrals covered by each separate Retirement Distribution Election or Fixed Date Election.  However, the Administrator may permit the Participant to make different investment elections with respect to designated portions of the Participant’s Eligible Account Balance.  If the Participant fails to make a timely and complete investment designation with respect to any portion of the Eligible Account Balance, he or she shall be deemed to have elected that 100% of the portion of the Eligible Account Balance for which no direction has been received shall be deemed to be invested in the Fidelity Investment Grade Bond Fund or such other default Investment Option specified by the Administrator.


19









(c)    When selecting more than one Investment Option, the Participant shall designate, in whole multiples of 1% or such other percentage determined by the Administrator, the percentage to be allocated to each Investment Option.   
(d)    A Participant’s investment election or deemed investment election shall become effective on the date established by the Administrator for this purpose, and shall remain in effect unless and until modified by a subsequent election that becomes effective in accordance with the rules of this Section.
(e)    Other than a reallocation of part or all of a Participant’s Eligible Account Balance pursuant to a revised investment election submitted by the Participant, the deemed investment allocation of a Participant will not be adjusted to reflect differences in the relative investment return realized by the various hypothetical Investment Options that the Participant has designated, i.e., the Participant’s Account will not be periodically “rebalanced” to return the investment allocation of the Participant’s account to the investment allocation in effect on the effective date of the Participant’s most recent investment election.

Section 4.03.      Allocation of Deemed Investment Gain or Loss.  
(a)    Valuation Date.  Subject to Section 4.05, as of each day for which the New York Stock Exchange is open for business (each, a “Valuation Date”), the Account of each Participant will be credited (or charged) based upon the investment gain (or loss) that the Participant would have realized with respect to his or her Account since the immediately preceding Valuation Date had the Account been invested in accordance with the terms of the Plan and, with respect to the Participant’s Eligible Account Balance, the Participant’s actual or deemed investment election.
(b)    Applicable Valuation Date.  With respect to a distribution to be made in any calendar month, the Applicable Valuation Date is the fifth (5th) day of the month, or if such date is not a Valuation Date, the first day prior thereto that is a Valuation Date.


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Section 4.04.      Accounts are For Record Keeping Purposes Only.
Plan Accounts and the record keeping procedures described herein serve solely as a device for determining the amount of benefits accumulated by a Participant under the Plan, and shall not constitute or imply an obligation on the part of any Participating Employer to establish a trust or otherwise set aside assets to provide for such benefits.  In any event, a Participating Employer may, in its discretion, set aside assets and/or contribute to a trust assets equal to part or all of such account balances and invest such assets in life insurance or any other investment deemed appropriate.  Any such assets held by a Participating Employer or in a trust shall be and remain the sole property of the Participating Employer or the trust, as applicable, and a Participant shall have no proprietary rights of any nature whatsoever with respect to such assets.

Section 4.05.      Pre-2000 Deferrals Under Program A.  
(a)    Notwithstanding anything to the contrary herein, this Section applies to Deferrals made prior to January 1, 2000 that are credited under the Life Insurance Investment Program (sometimes referred to herein as “Program A”)
(b)    The Life Insurance Investment Program was the original investment program that has been available under the Plan since 1988.  Under the Life Insurance Investment Program or Program A, a Participant’s deferred compensation amounts were credited to a special Account (the “Program A Account”) that is credited with interest in accordance with subsection (c) below (the “Plan Interest Rate”), and with respect to which a potential death benefit (described in subsection (d) below) may become payable.  The Life Insurance Investment Program was closed to new Deferrals effective January 1, 2000.  A Participant may elect that the Participant’s Program A Account shall cease to be credited with interest at the Plan Interest Rate and shall thereafter be deemed to be invested in accordance with Sections 4.01 through 4.04 above.  A Participant who elects to have the Participant’s Program A Account deemed to be invested in accordance with Sections 4.01 through 4.04 above may not thereafter elect to have the Program A Account credited with interest at the Plan Interest Rate.


21









(c)    For each twelve (12) consecutive month period beginning on September 1 of each year and ending on August 31 of the following year, the Plan Interest Rate is the Moody’s Long Term Bond Rate in effect on such September 1 (or the last business day immediately preceding such date if September 1 is a Saturday, Sunday or legal holiday).
(d)    Upon the death of a Participant prior to termination of employment, and before any benefit payments have been made or have started, the Company will pay to the designated Beneficiary of a Participant with a Program A Account, as compensation for services rendered prior to the date of death, a benefit equal to the Participant’s Program A Account measured as of the last day of the calendar year quarter in which the date of death occurred or, if greater, a death benefit determined as follows:


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Age at
Deferral
	Multiple of Program A Deferral Commitments Determined Separately as to Each Deferral Commitment

	 
	 

	Through 45
	5.0

	46
	4.8

	47
	4.6

	48
	4.4

	49
	4.2

	50
	4.0

	 
	 

	51
	3.8

	52
	3.6

	53
	3.4

	54
	3.2

	55
	3.0

	 
	 

	56
	2.8

	57
	2.6

	58
	2.4

	59
	2.2

	60
	2.0

	 
	 

	61
	1.8

	62
	1.6

	63
	1.4

	64
	1.2

	65 and over
	1.0






(e)    Following the Participant’s death, no additional earnings are credited on the portion of any death benefit amount that is determined as a multiple of a Participant’s Program A deferral commitment.
(f)    If there is a reduction in a Program A Account, including a premature distribution from a Program A Account due to unforeseen emergency, the Administrator will advise the Participant as to the corresponding effect on the Participant’s death benefit.  If a Participant has made more than one Deferral commitment under Program A, the Participant’s death benefit will be 


23









separately determined for each commitment.  A special rule applies, however, for any Participant who was not insurable for a death benefit larger than the “guaranteed issue” amount available to the Company at standard rates when the Participant, prior to January 1, 2000, completed a deferred compensation agreement calling for a Deferral commitment to Program A.  In that case, the affected Participant’s death benefit with respect to such Deferral commitment is limited to the greater of (i) the balance in the Participant’s Program A Account attributable to such Deferral commitment, or (ii) an amount of death benefit able to be insured by the Company at standard rates at the time the Participant completed his or her deferred compensation agreement providing for such Program A Deferral commitment.



ARTICLE V.     DISTRIBUTION OF ACCOUNTS

Section 5.01.      In General.
Distribution of a Participant’s vested Account will be made in accordance with this Article V.  The manner in which a Participant’s Account will be distributed depends upon the Participant’s distribution elections and whether the Participant has attained age fifty-five (55) on or prior to the date on which the Participant incurs a Separation from Service.

Section 5.02.      Initial Distribution Elections.
(a)    For Deferrals Related to Service Performed on or After January 1, 2010.  Prior to the first day of each calendar year  beginning on or after January 1, 2010, the Participant shall make a Retirement Distribution Election, and may make a Fixed Date Election, in each case that will apply to the Deferrals attributable to services to be rendered during the calendar year; provided that with respect any Annual Incentive (STIP) Deferral with respect to incentive pay that constitutes performance-based compensation for purposes of Code Section 409A, the Participant’s Retirement Distribution Election and (if desired) Fixed Date Election shall be made no later than the date specified in Section 3.02(b) for making a Deferral election with repsect to performance-based compensation.   For each calendar year, the Participant may make a separate election for (A) Base Compensation Deferrals/Restricted Stock Deferrals (in the case of a 


24









Retirement Distribution Election, a single election covers both types of Deferrals) or Base Compensation Deferrals (in the case of a Fixed Date Election), (B) Annual Incentive (STIP) Deferrals, and (C) one or more other categories of credits, e.g., credits under Sections 3.04, 3.05 and 3.06, as may be permitted by the Administrator.  The Participant’s elections do not carry over from year to year.  
		
	(i)
	Retirement Distribution Election.  In the Retirement Distribution election, the Participant elects the distribution period of from one (1) to fifteen (15) annual installments.  The Participant’s Retirement Distribution Election is given effect only if the Participant’s Separation from Service occurs on or after the Participant’s attainment of age fifty-five (55).  If the Participant fails to timely make an election with respect to any Deferrals, the Participant is deemed to have elected distribution in a single sum payment, i.e., one (1) annual installment.  


		
	(ii)
	Fixed Date Election.  A Participant may (but need not) make a Fixed Date Election, other than with respect to Restricted Stock Deferrals.  In the Fixed Date Election, the Participant elects distribution, in from one (1) to fifteen (15) annual installments, to be made (or commence) at a fixed date (month and year), e.g., June, 2021.  The Participant’s Fixed Date Election is given effect only if the Participant has not incurred a Separation from Service prior to the first day of the month in which distribution pursuant to the Participant’s Fixed Date election is to be made or commence.  The Fixed Date Election is an optional election, and there is no deemed distribution election for a Participant who does not timely make an election with respect to any Deferral.




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(b)    For Deferrals Related to Service Performed  Prior to January 1, 2010.  Each Participant has in effect a single distribution Retirement Distribution Election (or deemed Retirement Distribution Election) that governs the distribution of that portion of the Participant’s Account that is attributable to Deferrals that date to service performed prior to January 1, 2010, including deemed investment gain or loss on such amounts.  The Participant was (and is) not permitted to make separate distribution elections with respect to each year or with respect to different Deferral types.  The Participant’s Retirement Distribution Election  is given effect only if the Participant’s Separation from Service occurs on or after the Participant’s attainment of age fifty-five (55).  If the Participant failed to make an election with respect to any Deferrals, the Participant’s deemed Retirement Distribution Election with respect to such Deferral is determined in accordance with the Plan as in effect at the time of the Deferral.  (The Fixed Date Election is not available with respect to Deferrals related to service performed prior to January 1, 2010.)
(c)    Distribution Election Procedures.  A distribution election or modified distribution election (pursuant to Section 5.03) shall be deemed made only when it is received and accepted as complete by the Administrator.

Section 5.03.      Modification of Distribution Election. 
(a)    A Participant may modify a distribution election (or deemed distribution election) only if (i) the Participant’s application to modify the Participant’s distribution election is approved by the Administrator, (ii) the revised distribution election is submitted to the Administrator at least twelve (12) months prior to the first scheduled payment date under the Participant’s then-current distribution election and the revised election is not given effect for twelve (12) months after the date on which the revised election is submitted, and (iii) except as permitted under Code Section 409A, payment pursuant to the revised distribution election is deferred for at least five (5) years from the date payment would otherwise have been made under the Participant’s prior distribution election (as opposed to five (5) years from the date on which the revised distribution election is submitted).  For purposes of applying the rules of Code Section 409A, a series of installment payments will be considered a single payment form.


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(b)    Notwithstanding the foregoing, subsection (a) above shall not apply to a Participant whose Account consists exclusively of amounts that are exempt from Code Section 409A because the amounts are attributable to Deferrals made and vested prior to January 1, 2005 pursuant to a program that has not been “materially modified” after October 3, 2004.  Any such Participant’s ability to change the time or form of distribution is governed under the terms of the program as in effect on October 3, 2004.

Section 5.04.      Distribution of Vested Account Balances.
Subject to the rules of Section 5.05 below, a Participant’s vested Account shall be distributed as follows:


(a)    Distribution Pursuant to Fixed Date Election.  If the Participant has in effect a Fixed Date Election with respect to any Deferral and the Participant has not incurred a Separation from Service prior to the first day of the month in which distribution pursuant to the Fixed Date Election is to be made or commence, distribution will be made (or in the case of annual installment payments over two (2) or more years, commence) in the month and year indicated by the Participant in his or her Fixed Date Election.  In the case of annual installments, subsequent installments shall be paid in the same month of each succeeding year during the selected distribution period.  If the Participant incurs a Separation from Service prior to first day of the month in which distribution pursuant to the Fixed Date Election is to be made or commence, the Fixed Date Election is not given effect. 
(b)    Separation From Service Prior to Age 55.  If the Participant incurs a Separation from Service prior to attaining fifty-five (55) years of age, and if such Separation from Service occurs prior to the first day of the month in which distribution pursuant to a Fixed Date Election is to be made or commence, the Participant’s vested Account will be distributed in a single sum payment notwithstanding any contrary distribution election made by the Participant.  Payment will be made in the Distribution Month following the Participant’s Separation from Service..   
(c)    Separation From Service on or After Age 55.  If the Participant’s Separation from Service occurs on or after the Participant’s attainment of fifty-five (55) years of age, and if such 


27









Separation from Service occurs prior to the first day of the month in which distribution pursuant to a Fixed Date Election is to be made or commence, the Participant’s vested Account balance will be distributed in accordance with the Participant’s Retirement Distribution Election.  Payment will be made (or in the case of annual installments over two (2) or more years, commence) in the Distribution Month following the Participant’s Separation from Service.  In the case of annual installments, subsequent installments shall be paid in the same month of each succeeding year during the selected distribution period.

Section 5.05.      Additional Distribution Rules.  
(a)    Applicable Valuation Date.  For purposes of calculating the amount of the distribution to be made in any month pursuant to a Participant’s Fixed Date Election or Retirement Distribution Election, the Participant’s Account shall be valued as of the Applicable Valuation Date.
(b)    Calculation of Installment Distributions.  In the case of annual installment payments over two (2) or more years, the amount to be distributed in any year will be equal to the amount determined by multiplying the Participant’s vested Account balance (or in the case of a distribution election that applies to a portion of the Participant’s vested Account balance, the relevant portion of the vested Account balance) as of the Applicable Valuation Date by a fraction, the numerator of which is one (1) and the denominator of which is the number of years remaining in the installment period (including the year for which payment is being calculated).  During the installment payment period, the undistributed Account will continue to be credited or charged with deemed investment gains or losses in the same way that deemed gains or losses are credited or charged while the Participant is employed.
(c)    Form of Distribution.  Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the Participant shall receive one (1) share of Harley-Davidson, Inc. common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.
(d)    Six Month Payment Delay for Specified Employees.  Except as provided in Section 6.11(c), in the case of a Participant who is a Specified Employee on the date of the 


28









Participant’s Separation from Service, any distribution that is conditioned upon the Participant’s Separation from Service (for any reason other than death) is subject to a mandatory six (6) month payment delay, as set forth in the definition of Distribution Month.  
(e)    Compliance With Section 409A Payment Rules.  Notwithstanding anything to the contrary herein, the timing of any payment shall be modified to the extent necessary to comply with Code Section 409A and the regulations thereunder.  Further, nothing in the foregoing distribution rules modifies the form and time of payment applicable to a Participant who is in pay status and is receiving installment payments under a prior or preexisting payment schedule.

Section 5.06.      Death Benefit Payments.  
(a)    Death Prior to Separation from Service.  Upon the death of a Participant prior to the Participant’s Separation from Service, the Participant’s Beneficiary will receive a single sum benefit equal to the Participant’s vested undistributed Account balance, valued as of the Applicable Valuation Date for the month in which payment is made.  The distribution will be made within ninety (90) days following the Participant’s death.  The six (6) month payment delay for Participants who are Specified Employees will not apply.  Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the Beneficiary shall receive one (1) share of Harley-Davidson, Inc. common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.  This subsection does not apply to any benefit that is distributable to the Participant’s Beneficiary pursuant to Section 4.05(d).
(b)    Death After Separation from Service.  Upon the death of a Participant following the Participant’s Separation from Service but prior to completion of distribution of the Participant’s vested Account, the Participant’s Beneficiary will receive a single sum benefit equal to the Participant’s undistributed vested Account balance, valued as of the Applicable Valuation Date for the month in which payment is made.  The distribution will be made within ninety (90) days following the Participant’s death.  The six (6) month payment delay for Participants who are Specified Employees will not apply.  Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the 


29









Beneficiary shall receive one (1) share of Harley-Davidson, Inc. common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.

Section 5.07.      Hardship Withdrawals.  
A Participant who has incurred an “unforeseeable emergency” may request, and the Administrator may (but need not) approve a distribution of part or all of the Participant’s vested Account balance, in accordance with and subject to the limitations set forth in this Section.  An “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a) without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  The amount authorized by the Administrator for distribution with respect to an emergency may not exceed the amounts necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship.

Section 5.08.      Automatic Single Sum Distribution.  
In the case of any Participant or Beneficiary whose vested Account (when added to the balance of any other account under a non-qualified deferred compensation arrangement that is required to be aggregated with this Plan under Code Section 409A) has a value equal to or less than the applicable dollar amount under Code Section 402(g)(1)(B), e.g., $18,000 for 2015, the Account will be distributed in the form of a single sum payment on the date on which distributions would otherwise commence, and such single sum payment shall be in lieu of any installment distribution period that would otherwise apply.  Distribution shall be made in cash, except that with respect to the portion of the Participant’s Account that is attributable to Restricted Stock Deferrals, the Participant shall receive one (1) share of Harley-Davidson, Inc. 


30









common stock for each whole Stock Unit credited to the Participant’s Account, and cash in lieu of any fractional Stock Unit.

Section 5.09.      Acceleration of Payments Upon a Change of Control.
Notwithstanding anything herein to the contrary, upon a change of control event (within the meaning of Code Section 409A) with respect to Harley-Davidson, Inc., the Account of each Participant shall become fully and immediately vested and shall be paid to the Participant or Beneficiary, as applicable, as soon as practicable, but in no event more than thirty (30) days, after the change of control event, in a single sum payment, regardless of any Fixed Date Election or Retirement Distribution Election that the Participant has made or that is then in effect.   

ARTICLE VI.     GENERAL PROVISIONS

Section 6.01.      Administration.
The Administrator shall administer and interpret the Plan and supervise preparation of Participant elections, forms, and any modifications thereto.  The Administrator may, in its discretion, delegate any or all of its authority and responsibility, and to the extent of any such delegation, any references herein to the Administrator shall be deemed references to such delegee; provide that any such delegee shall not act in any non-ministerial fashion in a matter affecting the delegee’s own participation or interest in the Plan.  Interpretation of the Plan shall be within the sole discretion of the Administrator or the Committee and shall be final and binding upon each Participant and Beneficiary.  The Administrator or the Committee may adopt and modify rules and regulations relating to the Plan as it deems necessary or advisable for the administration of the Plan.  Further, the Administrator shall not act in any non-ministerial fashion in any matter that affects one or more of the members of the committee that is the Administrator (unless such action affects all Participants uniformly) and any such action will be taken or decision made by the Committee.

Section 6.02.      Restrictions to Comply with Applicable Law.


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Notwithstanding any other provision of the Plan, the Participating Employers shall have no obligation to make any payment under the Plan unless such payment is in accordance with the terms of the Plan and will comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.  The Administrator or the Committee shall have the right to restrict any transaction, or impose other rules and requirements, to the extent it deems necessary or desirable in order to comply with any law or exemption.

Section 6.03.      Claims Procedures.
(a)    If a Participant or Beneficiary (the “claimant”) believes that he is entitled to a benefit under the Plan that is not provided, the claimant or his or her legal representative shall file a written claim for such benefit with the Administrator, not later than ninety (90) days after the payment (or first payment) is made (or should have been made) in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A.  Any such claim shall be filed in writing stating the nature of the claim, and the facts supporting the claim, the amount claimed and the name and address of the claimant.  The Administrator shall review the claim.  If the Administrator denies the claim, it shall deliver, within ninety (90) days of the date the first payment was made (or should have been made) in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A, a written notice of such denial decision.  If the claimant’s claim is denied in whole or part, the Administrator shall provide written notice to the claimant of such denial.  The written notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and a description of the Plan’s review procedures (as set forth in subsection (b)) and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review.
(b)    The claimant has the right to appeal the Administrator’s decision by filing a written appeal to the Administrator within one hundred eighty (180) days after the payment (or 


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first payment) is made (or should have been made) in accordance with the terms of the Plan or in accordance with regulations issued by the Secretary of the Treasury under Code Section 409A.  The claimant will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal.  The claimant may submit written comments, documents, records and other information relating to his or her claim with the appeal.  The Administrator will review all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination.  The Administrator shall make a determination on the appeal within sixty (60) days after receiving the claimant’s written appeal; provided that the Administrator may determine that an additional sixty (60) day extension is necessary due to circumstances beyond the Administrator’s control, in which event the Administrator shall notify the claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Administrator expects to render a decision. If the claimant’s appeal is denied in whole or part, the Administrator shall provide written notice to the claimant of such denial.  The written notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim; and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

Section 6.04.      Participant Rights Unsecured.
(a)    Unsecured Claim.  The right of a Participant or the Participant’s Beneficiary to receive a distribution hereunder shall be an unsecured claim, and neither the Participant nor any Beneficiary shall have any rights in or against any amount credited to his or her Account or any other specific assets of a Participating Employer.  The right of a Participant or Beneficiary to the payment of benefits under this Plan shall not be assigned, encumbered, or transferred, except by will or the laws of descent and distribution.  The rights of a Participant hereunder are exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative.


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(b)    Contractual Obligation.  The Company may authorize the creation of a trust or other arrangements to assist it in meeting the obligations created under the Plan.  However, any liability to any person with respect to the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan.  No obligation of a Participating Employer shall be deemed to be secured by any pledge of, or other encumbrance on, any property of a Participating Employer.  Nothing contained in this Plan and no action taken pursuant to its terms shall create or be construed to create a trust of any kind, or a fiduciary relationship between a Participating Employer and any Participant or Beneficiary, or any other person.

Section 6.05.      Distributions for Tax Withholding and Payment.
(a)    Notwithstanding the time or schedule of payments otherwise applicable to the Participant, the Administrator may direct that distribution from a Participant’s vested Account be made (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) with respect to compensation deferred under the Plan, (ii) to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of FICA taxes, and (iii) to pay the additional income tax at source on wages attributable to the “pyramiding” of Code Section 3401 wages and taxes; provided that the total amount distributed under this provision must not exceed the aggregate of the FICA tax and the income tax withholding related to such FICA tax.
(b)    The amount actually distributed to the Participant in accordance with the time or schedule of payments applicable to the Participant will be reduced by applicable tax withholding except to the extent such withholding requirements previously were satisfied in accordance with subsection (a) above.

Section 6.06.      Amendment or Termination of Plan.
(a)    There shall be no time limit on the duration of the Plan.
(b)    The Company, by action of the Human Resources Committee of the Board, may at any time amend the Plan, including but not limited to modifying the terms and conditions 


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applicable to (or otherwise eliminating) Deferrals or contribution credits to be made on or after the amendment date; provided, however, that no amendment or termination may reduce or eliminate any Account balance accrued to the date of such amendment or termination (except as such Account balance may be reduced as a result of investment losses allocable to such Account). 
(c)    The Company, by action of the Human Resources Committee of the Board, may terminate the Plan at any time.  Upon termination of the Plan, Accounts may be paid to Participants and Beneficiaries in a single sum payment, without regard to any distribution election then in effect, but only if the following are met:
		
	(i)
	The Plan is terminated within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), and the amounts accrued under the Plan but not yet paid are distributed to the Participants or Beneficiaries, as applicable, by the latest of: (A) the last day of the calendar year in which the Plan termination and liquidation occurs, (B) the last day of the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the last day of the first calendar year in which payment is administratively practicable.  


		
	(ii)
	The Plan is terminated at any time during the period that begins thirty (30) days prior and ends twelve (12) months following a change of control event (within the meaning of Code Section 409A), provided that all arrangements required to be aggregated with the Plan (within the meaning of Code Section 409A) sponsored by the Company or an Affiliate are terminated and liquidated with respect to each Participant that experienced the change of 




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control event, so that all participants under similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.
		
	(iii)
	The Plan is terminated at any other time, provided that such termination does not occur proximate to a downturn in the financial health of the Company or an Affiliate.  In such event, all amounts accrued under the Plan but not yet paid will be distributed to all Participants or Beneficiaries, as applicable, no earlier than twelve (12) months (and no later than twenty-four (24) months) after the date of termination.  This provision shall not be effective unless all other plans required to be aggregated with this Plan under Code Section 409A are also terminated and liquidated.  Notwithstanding the foregoing, any payment that would otherwise be paid during the twelve (12)-month period beginning on the Plan termination date pursuant to the terms of the Plan shall be paid in accordance with such terms.  In addition, the Company or any Affiliate shall be prohibited from adopting a similar arrangement within three (3) years following the date of the Plan’s termination, unless any individual who was a Participant under this Plan is excluded from participating thereunder for such three (3) year period. 


Except as provided in Paragraphs (i), (ii) and (iii) above or as otherwise permitted in regulations promulgated by the Secretary of the Treasury under Code Section 409A, any action that purports to terminate the Plan shall instead be construed as an amendment to discontinue further benefit accruals, but the Plan will continue to operate, in accordance with its terms as from time to time 


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amended and in accordance with applicable Participant elections, with respect to the Participant’s benefit accrued through the date of termination, and in no event shall any such action purporting to terminate the Plan form the basis for accelerating distributions to Participants and Beneficiaries.

Section 6.07.      Administrative Expenses.
Costs of establishing and administering the Plan will be paid by the Participating Employers.

Section 6.08.      Successors and Assigns.
This Plan shall be binding upon and inure to the benefit of the Participating Employers, their successors and assigns and the Participants and their heirs, executors, administrators, and legal representatives.

Section 6.09.      Right of Offset.
The Participating Employers shall have the right to offset from the benefits payable hereunder (and at the time such benefit would otherwise be payable) any amount that the Participant owes to the Company or an Affiliate or other entity in which the Company or an Affiliate maintains an ownership interest.  The offset shall be applied so as to include, but shall not be limited to, any fines, penalties, damages or any other amounts (including attorneys’ fees) imposed on or paid by the Company or Affiliate as a result of any conduct of the Participant during the Participant’s employment.  The Company may effectuate the offset without the consent of the Participant (or the Participant’s spouse or Beneficiary, in the event of the Participant’s death).

Section 6.10.      Not a Contract of Employment.
This Plan may not be construed as giving any person the right to be retained as an employee of the Company or any Affiliate.

Section 6.11.      Miscellaneous Distribution Rules.


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(a)    Accelerated Distribution Following Section 409A Failure.  If an amount under this Plan is required to be included in a Participant’s income under Code Section 409A prior to the date such amount is actually distributed, the Participant shall receive a distribution, in a lump sum, within ninety (90) days after the date it is finally determined that the Plan fails to meet the requirements of Code Section 409A.  The distribution shall equal the amount required to be included in the Participant’s income as a result of such failure.  
(b)    Permitted Delay in Payment.  If a distribution required under the terms of this Plan would jeopardize the ability of the Company or of an Affiliate to continue as a going concern, the Company or the Affiliate shall not be required to make such distribution.  Rather, the distribution shall be delayed until the first date that making the distribution does not jeopardize the ability of the Company or of such Affiliate to continue as a going concern.  Further, if any distribution pursuant to the Plan will violate the terms of Section 16(b) of the Securities Exchange Act of 1934 or other Federal securities laws, or any other applicable law, then the distribution shall be delayed until the earliest date on which making the distribution will not violate such law.
(c)    Disregard of Six Month Delay.  Notwithstanding anything herein to the contrary, if at the time of a Participant’s Separation from Service, the stock of Harley-Davidson, Inc. or any other related entity that is considered a “service recipient” within the meaning of Section 409A of the Code is not traded on an established securities market or otherwise, then the provisions of the Plan requiring that payments for Specified Employees be delayed for six months shall cease to apply.  In such event, the payment (if a lump sum) or initial payment (if installments) shall be made in accordance with the rules applicable to Participants who are not Specified Employees.  
                    




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