Exhibit 10.22


 


	
   

  	
   

  	
  

  
	
   

  	
  Harley-Davidson, Inc.

  
	
  Notice of Special Grant of Stock Options

  and Option Agreement

  	
  ID: 39-1805420

  3700 West Juneau Avenue

  
	
   

  	
  Milwaukee, WI 53208

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
  «FirstName» «LastName»

  	
   

  	
  Option Number:

  
	
  «Address1»

  	
   

  	
  Plan: 

  	
  2004 Incentive Stock Plan

  
	
  «City,» «State» «Zip»

  	
   

  	
  ID:

  
	
  «Country»

  	
   

  	
   

  



 


 


Effective «GrantDate» (the
“Grant Date”), you have been granted a(n) Non-Qualified Stock Option to buy «# of shares» Harley-Davidson, Inc. (the Company) stock at «price» per share.


 


The total option price of the shares granted is «$ amount».


 


Shares in each period will become fully vested on the date shown.


 


	
  Shares

  	
   

  	
  Vest Type*

  	
   

  	
  Full Vest*

  	
   

  	
  Expiration

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «shares»

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


These options are granted under and governed by the terms and
conditions of the Company's 2004 Incentive Stock Plan, as amended, and this
Option Agreement.  You may return this
Option Agreement to the Company (in care of the Vice President and Treasurer)
within thirty (30) days after the Grant Date, and by doing so you will forfeit
any rights under this Option Agreement. 
If you choose to retain this Option Agreement beyond that date, then you
accept the terms of these options and agree and consent to all amendments to
the 2004 Incentive Stock Plan and the Company’s 1995 Stock Option Plan through
the Grant Date as they apply to these options and any prior awards to you under
such plans.


 






	
  *See attached Exhibit A

  	
   

  
	
   

  	
  

  
	
   

  	
   

  
	
   

  	
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  01/10/2002

  
	
   

  	
  Time:

  	
  1:58:17 PM

  
				



 

















 


Exhibit A


 


If you cease to be
employed by the Company by reason of Retirement (as defined in the Company’s
2004 Incentive Stock Plan), then, effective immediately prior to the time of
cessation of employment, options to purchase all shares that were not
previously vested will become fully vested except where Cause (as defined
below) existed prior to the time of cessation of employment. The exercisability
and termination of such options following Retirement will remain subject to
Section 7(f)(ii) of the Company’s 2004 Incentive Stock Plan.


 


“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 Company’s 2004
Incentive Stock Plan) at a meeting held after reasonable notice to you and
including an opportunity for you and your counsel to be heard. The Committee
shall not have the right to determine that Cause exists pursuant to clause (4)
of this paragraph following the occurrence of a Change of Control (as defined
in the Company’s 2004 Incentive Stock Plan). All determinations of the
Committee hereunder shall be final.