Form of Notice of Award of Restricted Stock Units



 Exhibit 10.9 

 

							
	  
  

Notice of Award of Restricted Stock Units

and Restricted Stock Unit Agreement

(Standard International)
	 		 	 Harley-Davidson, Inc.

  or Subsidiaries

      ID: 39-1805420
	 	




	  
 «Fname»
«M»«Lname»
 «Address1»

«Address2»

«Address3»

«City», «St»«Zip»

«CO»
	 		 	  

Award Number:        «Grant_»

Plan:                        
    2009 Incentive Stock Plan

ID:                        
        «ID»


  

 
 Effective <insert date> (the
“Grant Date”), you have been granted Restricted Stock Units with respect to <insert number of shares> shares of Common Stock of Harley-Davidson, Inc. (“HDI” and, together with its Subsidiaries, the
“Company”). This grant is made under HDI’s 2009 Incentive Stock Plan (the “Plan”). 
 Subject to accelerated vesting
and forfeiture as described in Exhibit A, a portion of the Restricted Stock Units (Restricted Stock Units with the same scheduled vesting date are referred to as a “Tranche”) shall become fully unrestricted (or “vest”) in
accordance with the following schedule: 
  

			
	Restricted Stock Units Tranche	 	Vesting Date
		 	
	One-third of the Restricted Stock Units (Tranche #1)	 	The first anniversary of the Grant Date
	An additional one-third of the Restricted Stock Units	 	The second anniversary of the Grant Date
	(Tranche #2)	 	
	The final one-third of the Restricted Stock Units	 	The third anniversary of the Grant Date
	(Tranche #3)	 	

 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: (1) If you cease to be employed by the Company and its Affiliates for reasons other than Cause (as defined in the
Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Restricted Stock Units that were not
previously vested will become vested. (2) Subject to clause (1), if your employment with the Company and its Affiliates is terminated for any reason other than death, Disability or Retirement (based solely on clause (iii) of the definition
of such term in the Plan), then you will forfeit any Restricted Stock Units that are not vested as of the date your employment is terminated. (3) Subject to clause (1), if you cease to be employed by the Company and its Affiliates by reason of
death, Disability or Retirement (based solely on clause (iii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock Units in each Tranche will vest,
which portion will be equal to the number of unvested Restricted Stock Units in that Tranche 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 Retirement (based solely on clause (iii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such
Tranche would otherwise have become unrestricted if your employment had continued, 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. 

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 payment is made in respect of 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 and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant
Date as they apply to this Award and any prior awards to you of any kind under such plans.