Exhibit 10.25


 


	
   

  	
   

  	
  

  
	
  General

  	
  Harley-Davidson, Inc.

  
	
  Notice of Grant of Stock Appreciation Right
and Stock Appreciation Right Agreement

  	
  or Subsidiaries

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  «FirstName» «LastName»

  	
   

  	
  Stock Appreciation Right/Award

  
	
  «Address1»

  	
   

  	
  Plan: 

  	
  2004 Incentive Stock Plan

  
	
  «City,» «State» «Zip»

  	
   

  	
  ID:

  	
   

  
	
  «Country»

  	
   

  	
   

  



 


Effective
«Grant Date» (the “Grant Date”),
you have been granted a Stock Appreciation Right with respect to «# of shares» shares of common stock of
Harley-Davidson, Inc. (“HDI” and, together with its Subsidiaries, the
“Company”).


 


As soon
as practicable following the first, second, third and fourth anniversary of the
Grant Date (each, a “Settlement Date”), the compensation (if any) payable with
respect to the portion of the Stock Appreciation Right  that became vested on such Settlement Date
will be valued and paid in cash in your local currency using the spot rate on
the Settlement Date, less applicable withholding.  The value of the portion of the Stock
Appreciation Right that became vested on the Settlement Date will be equal to
the product obtained by multiplying (1) the number of shares underlying the
portion of the Stock Appreciation Right that became vested on the Settlement
Date, and (2) the amount by which the Fair Market Value of a share of HDI’s
common stock on the Settlement Date exceeds
«price».  If the Fair Market Value of a share of HDI’s
common stock on the Settlement Date is less than or equal to <<price>>, no amount is payable
with respect to that Settlement Date. Following each Settlement Date, the
portion of the Stock Appreciation Right that was valued as of that Settlement
Date (whether or not resulting in a payment) will be cancelled.


 


The
portion of your Stock Appreciation Right that is not vested when you terminate
employment will be forfeited.


 


The
Stock Appreciation Right does not include the right to receive dividends
or other distributions declared and paid on the shares of HDI’s common stock
underlying the Stock Appreciation Right.


 


On each anniversary of the Grant Date, if you are still then employed,
you will obtain a 25 percent vested interest in the Stock Appreciation
Right.  Accordingly, in each period the
Stock Appreciation Right will become vested on the date shown.


 




	
  Shares
  Underlying Stock

  Appreciation Right

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


The
Stock Appreciation Right is granted under and governed by the terms and
conditions of HDI’s 2004 Incentive Stock Plan, as amended, and this Stock
Appreciation Right Agreement. 


 


You may
return this Stock Appreciation Right 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 Stock Appreciation
Right Agreement.  If you choose to retain
this Stock Appreciation Right Agreement beyond that date, then you accept the
terms of this Stock Appreciation Right and agree and consent to all amendments
to the Plan and the Company’s 1995 Stock Option Plan through the Grant Date as
they apply to this Stock Appreciation Right and any prior awards to you of any
kind under such plans.


 


	
   

  	
  

  
	
   

  	
  Vice President and Treasurer