Exhibit
10.24


 


	
   

  	
   

  	
  

  
	
   

  	
  Harley-Davidson, Inc.

  
	
  Notice of Special 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         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 Cause (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 your
employment with the Company and its Affiliates is terminated by the Company or
any of its Affiliates for any reason other than for Cause, then, effective
immediately prior to the time of cessation of employment, all of the unvested Restricted
Stock will vest. If you terminate your employment with the Company and its
Affiliates for any reason other than death or Disability, 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 or Disability,
then, effective immediately prior to the time of cessation of employment, a
portion of the unvested Restricted Stock will vest, which portion will be equal
to the number of unvested Shares 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 or
Disability and the denominator of which is     months<number of months in vesting period>, 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.


 


“Cause” shall mean (1) your conviction of a felony or
a plea by you of no contest to a felony, (2) willful misconduct on your part
that is materially and demonstrably detrimental to the Company, (3) your
willful refusal to perform requested duties consistent with your office,
position or status with the Company (other than as a result of your physical or
mental disability) or (4) other conduct or inaction that the Committee
determines in its discretion constitutes Cause. With respect to clauses (2),
(3) and (4) of this paragraph, Cause shall be determined by a majority of the
Committee (as defined in the Plan, as it may be amended) at a meeting held
after reasonable notice to you and including an opportunity for you and your
counsel to be heard. All determinations of the Committee hereunder shall be
final.


 


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.


 


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.