Exhibit 10.23


 


	
   

  	
   

  	
  

  
	
   

  	
  Harley-Davidson, Inc.

  
	
  Notice of Award of Restricted Stock and
  Restricted Stock Agreement

  	
  ID: 39-1805420

  3700 West Juneau Avenue

  
	
   

  	
  Milwaukee, WI 53208

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
  «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 «Shares» shares of Common Stock of
Harley-Davidson, Inc. (the “Company”) constituting Restricted Stock under the
Company’s 2004 Incentive Stock Plan, as amended (the “Plan”).


 


All of the Restricted Stock will become fully unrestricted (or “vest”) on
the fourth anniversary of the Grant Date,
subject to accelerated vesting and forfeiture as discussed below. You may not
sell, transfer or otherwise convey an interest in or pledge any of your Shares
of Restricted Stock until they are vested. In addition, (i) you cannot sell or
otherwise dispose of any Restricted Stock that has vested except pursuant to an
effective registration statement under the Securities Act of 1933 and any
applicable state securities laws or in a transaction that, in the opinion of
counsel for the Company, is exempt from such registration and (ii) the Company
may place a legend on any certificates for such Shares to such effect.


 


The Shares of Restricted Stock are granted under and governed by the
terms and conditions of the Plan and this Restricted Stock Agreement including
Exhibit A. Additional
provisions regarding your Restricted Stock and definitions of capitalized terms
used and not defined in this Restricted Stock 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.

  
	
   

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  Vice President and Treasurer

  



 


 


	
   

  	
  Date 

  
	
   

  	
  Time:

  



 

















 


Exhibit A  to Restricted Stock 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 Shares of
Restricted Stock 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 will vest such that the total number of Shares that are vested
after giving effect to such vesting will be equal to the original number of
Shares of Restricted Stock subject to this Restricted Stock 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
Shares of Restricted Stock 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 (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.


 


Issuance of Share
Certificates:  The
Company may issue in your name certificate(s) evidencing your Shares of
Restricted Stock. In addition to any other legends placed on the
certificate(s), such certificate(s) will bear the following legend:


 


The shares of Stock represented by this certificate are
subject to forfeiture, and the sale or other transfer of the shares of Stock
represented by this certificate (whether voluntary or by operation of law) is
subject to certain restrictions, as set forth in a Restricted Stock Agreement,
dated as of                              ,
by and between Harley-Davidson, Inc. and the registered owner hereof. A copy of
such Agreement may be obtained from the Secretary of Harley-Davidson, Inc.


 


Upon the vesting
of Shares of Restricted Stock, you will be entitled to a new certificate for
the Shares that have vested, without the foregoing legend, upon making a
request for such certificate to the Secretary of the Company or to such other
person as the Company may designate.


 


In lieu of issuing in your name certificate(s) evidencing your
Shares of Restricted Stock, the Company may cause its transfer agent or other
agent to reflect on its records your ownership of such Shares, subject to the
terms of this Restricted
Stock Agreement.


 


[over]


 

















 


Voting Rights and Dividends:  While your Shares of Restricted Stock are
subject to forfeiture, you may exercise full voting rights and will receive all
cash dividends and other distributions paid with respect to the Restricted
Stock (reduced for any tax withholding due), in each case so long as the
applicable record date occurs before you forfeit such Shares. If, however, any
dividends or distributions are paid in Shares, such Shares will be subject to
the same risk of forfeiture, restrictions on transferability and other terms of
this Restricted Stock Agreement as are the Shares of Restricted Stock with
respect to which they were paid.


 


Tax Withholding:  To
the extent that your receipt of Restricted Stock or the vesting of Restricted
Stock results in income to you for federal, state or local taxes, you must
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. If
you fail to deliver such amount as the Company requires, the Company has the
right and authority to deduct or withhold from other compensation it would pay
to you an amount, and/or to treat you as having surrendered vested Shares of
Restricted Stock having a value, sufficient to satisfy its withholding
obligations.


 


When income results from the vesting of Restricted Stock, to the extent
the Company permits you to do so, you may satisfy the withholding requirement,
in whole or in part, by electing to have the Company accept that number of
vested Shares of Restricted Stock having an aggregate Fair Market Value on the
date the tax is to be determined equal to the minimum statutory total tax that
the Company must withhold in connection with the vesting of such Shares. If you
would be left with a fractional share after satisfying the withholding
obligation on the Restricted Stock, the fair market value of that fractional
share will be applied to your general federal tax withholding. If the Company
does not allow you to elect to have the Company accept vested Shares of
Restricted Stock, or if you want to keep all of the shares that are vesting,
you will have to deliver to the Company or to such other person as the Company
may designate funds in an amount sufficient to cover the withholding tax
obligation on a date advised by the Company. Where you may elect to deliver
funds to satisfy the withholding tax obligation, your election to deliver funds
must be irrevocable, in writing, and submitted to the Secretary or to such
other person as the Company may designate on or before the date that the
Company specifies, which will be before the applicable vesting date, and if you
fail to deliver such election then you will be deemed to have elected to have
the Company accept vested Shares of Restricted Stock as described above.


 


If you do so within thirty (30) days of the
Grant Date, you may make an election under Section 83(b) of the Internal
Revenue Code of 1986, as amended, for this Award so that the receipt of the
Restricted Stock, rather than vesting, results in income. In that case, you
will have to deliver to the Company or to such other person as the
Company may designate funds in
an amount sufficient to cover the withholding tax obligation.


 


Rejection/Acceptance:  You
may return this Restricted Stock Agreement to the Company (in care of the Vice
President and Treasurer) within thirty (30) days after the Grant Date, together
with any certificate you have received evidencing Shares, and by doing so you
will forfeit any rights under this Restricted Stock Agreement and any rights to
Shares that the Company has transferred to you under this Restricted Stock
Agreement. If you choose to retain this Restricted Stock 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 of any kind to you under such plans.