Exhibit 10.26


 


	
   

  	
   

  	
  

  
	
  General

  	
  Harley-Davidson,
  Inc.

  
	
  Notice of
  Award of Restricted Stock Units

  and
  Restricted Stock Unit Agreement

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  «Fname»
  «M»«Lname»

  	
   

  	
  Award
  Number:

  	
  «Grant_»

  
	
  «Address1»

  	
   

  	
  Plan:

  	
  2004
  Incentive Stock Plan

  
	
  «Address2»

  	
   

  	
  ID:

  	
  «ID»

  
	
  «Address3»

  	
   

  	
   

  
	
  «City»,
  «St» «Zip»

  	
   

  	
   

  
	
  «CO»

  	
   

  	
   

  



 


 


Effective     /    /200   
(the “Grant Date”), you have been granted Restricted Stock Units with respect
to «Shares»
shares of Common Stock of Harley-Davidson, Inc. (“HDI” and, together with its
Subsidiaries, the “Company”).  This grant
is made under the HDI’s 2004 Incentive Stock Plan, as amended (the “Plan”).


 


All of the
Restricted Stock Units will become fully unrestricted (or “vest”) on the fourth anniversary of the Grant Date,
subject to accelerated vesting and forfeiture as discussed below and in Exhibit
A. You may not sell, transfer or otherwise convey an interest in or pledge any
of your Restricted Stock Units.


 


As soon as
practicable following the date on which the Restricted Stock Units vest, the
Company will make a cash payment to you in your local currency using the spot
rate on the vesting date, less applicable withholding, equal to the product
obtained by multiplying the Fair Market Value of a share of Common Stock of HDI
on the vesting date by the number of Restricted Stock Units that have become
vested on such date.


 


The Restricted
Stock Units are granted under and governed by the terms and conditions of the
Plan and this Restricted Stock Unit Agreement including Exhibit A.  Additional provisions regarding your
Restricted Stock Units and definitions of capitalized terms used and not
defined in this Restricted Stock Unit Agreement can be found in the Plan.
Without limitation, “Committee” means the Human Resources Committee of the
Board or its delegate in accordance with the Plan.


 


 


	
   

  	
  HARLEY-DAVIDSON, INC. and Subsidiaries

  
	
   

  	
   

  
	
   

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  
	
   

  	
  Time:

  	
   

  
					



 

















 


Exhibit A to Restricted Stock Unit Agreement


 


Termination
of Employment:  If your employment with the Company and its
Affiliates is terminated for any reason other than death, Disability or
Qualified Retirement (as defined below), then you will forfeit any Restricted
Stock Units that are not vested as of the date your employment is
terminated.  If you cease to be employed
by the Company and its Affiliates by reason of death, Disability or Qualified
Retirement, then, effective immediately prior to the time of cessation of
employment, a portion of the unvested Restricted Stock Units will vest such
that the total number of Restricted Stock Units that are vested after giving
effect to such vesting will be equal to the original number of Restricted Stock
Units subject to this Restricted Stock Unit Agreement multiplied by a fraction
the numerator of which is the number of Months (counting a partial Month as a
full Month) from the Grant Date until the date your employment is terminated by
reason of death, Disability or Qualified Retirement, and the denominator of
which is 48 months, and you will forfeit the remaining Restricted Stock Units that
are not vested. For purposes of this Agreement, a “Month” shall mean the period
that begins on the first calendar day after the Grant Date, or the anniversary
of the Grant Date that occurs in each calendar month, and ends on the anniversary
of the Grant Date that occurs in the following calendar month.


 


“Qualified
Retirement” shall mean termination of employment from the Company and its
Affiliates, for reasons other than death, Disability, Cause (determined as
described below) or accepting other full-time employment, (a) on or after age
sixty-two (62), (b) on or after age fifty-five (55) if you have completed five
(5) years of service with the Company and its Affiliates at the time of such
termination or (c) with the consent of the Committee, under other
circumstances. “Cause” shall be determined by the Company in its discretion
though you will have the right to appeal the Company’s decision to the
Committee if you do so in writing within sixty (60) days after receiving notice
of termination for Cause from the Company. 
If you fail to appeal such decision within sixty (60) days, the Company’s
determination shall be final.  If you
timely file a written appeal with the Committee, the Committee’s decisions
shall be final and binding.


 


Accelerated
Vesting: If the average of the
percentage payouts under the Reference STIPs for the two full calendar years
prior to the second anniversary of the Grant Date (including the calendar year
in which the Grant Date occurs) is equal to or greater than 100%, then 50% of
the Restricted Stock Units (excluding any forfeited Shares) will vest on the
second anniversary of the Grant Date.  “Reference
STIPs” means the terms of the Short-Term Incentive Plan of the Company or any
of its Affiliates applicable to the class or classes of employees of which you
were a part during the two full calendar years prior to the second anniversary
of the Grant Date, and the average of the percentage payouts will be calculated
by weighting each percentage payout that relates to the period during which you
were a part of a class of employees based on the time in each year that you
were a part of that class of employees.


 


[over]


 


2

















 


Voting
Rights and Dividends:  You are not entitled to exercise any voting
rights with respect to the Common Stock of HDI underlying your Restricted Stock
Units. You will receive a cash payment equivalent to any dividends and other
distributions paid with respect to the Common Stock of HDI underlying your
Restricted Stock Units (reduced for any tax withholding due), so long as the
applicable record date occurs before you forfeit such Restricted Stock Units,
which will be paid in your local currency using the spot rate on the date the
dividend or other distribution is paid to shareholders.  If, however, any dividends or distributions
with respect to the Common Stock of HDI underlying your Restricted Stock Units
are paid in Shares rather than cash, you will be credited with additional
Restricted Stock Units equal to the number of shares that you would have
received had your Restricted Stock Units been actual Shares, and such
Restricted Stock Units will be subject to the same risk of forfeiture and other
terms of this Restricted Stock Unit Agreement as are the Restricted Stock Units
that are granted contemporaneously with this Restricted Stock Unit
Agreement.  Any amounts due to you under
this provision shall be paid to you, in cash, no later than the end of the
calendar year in which the dividend or other distribution is paid to
shareholders or, if later, the 15th day of the third month following
the date the dividends are paid to shareholders; provided that in the case of
any distribution with respect to which you are credited with additional
Restricted Stock Units that are subject to a risk of forfeiture, distribution
shall be made at the same time as are distributed the Restricted Stock Units
that are granted contemporaneously with this Restricted Stock Unit Agreement.


 


Tax
Withholding:  To the extent that your receipt of Restricted
Stock Units, the vesting of Restricted Stock Units or your receipt of payments
in respect of Restricted Stock Units results in income to you for federal or
local taxes, the Company has the right and authority to deduct or withhold from
any compensation it would pay to you (including payments in respect of
Restricted Stock Units) an amount, and/or to treat you as having surrendered
vested Restricted Stock Units having a value, sufficient to satisfy its
withholding obligations.  In its
discretion, the Company may require you to deliver to the Company or to such
other person as the Company may designate at the time the Company is obligated
to withhold taxes that arise from such receipt or vesting, as the case may be,
such amount as the Company requires to meet its withholding obligation under
applicable tax laws or regulations.


 


Rejection/Acceptance:  You may return this Restricted
Stock Unit Agreement to the Company (in care of the Vice President and
Treasurer of HDI) within thirty (30) days after the Grant Date, and by doing so
you will forfeit any rights under this Restricted Stock Unit Agreement  If you choose to retain this Restricted Stock
Unit Agreement beyond that date, then you accept the terms of this Award,
acknowledge these tax implications and agree and consent to all amendments to
the Plan and the Harley-Davidson, Inc. 1995 Stock Option Plan through the Grant
Date as they apply to this Award and any prior awards to you of any kind under
such plans.


 


3