RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the_____ day of _____________, 19__, between Harley-Davidson, Inc. (the
"Company"), and ________________ (the "Participant"). Unless the context otherwise requires, as used herein
the term "Company" shall include all subsidiaries of the Company.
WHEREAS, on ________________ (the "Grant Date") the Company granted the Participant
______________________ (________) shares of restricted common stock of the Company subject to the
terms of this Agreement (the "Restricted Stock"); and
WHEREAS, the Participant desires to accept the grant of such restricted stock pursuant to the terms of this
NOW, THEREFORE, the parties agree as follows:
1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms shall have the following
A. "Cause" shall mean (1) Participant's conviction of a felony or a plea by the Participant of no contest to a
felony, (2) willful misconduct on the part of the Participant that is materially and demonstrably detrimental to the
Company or (3) Participant's willful refusal to perform requested duties consistent with his office, position or
status with the Company (other than as a result of the Participant's physical or mental disability). With respect to
subsections (2) and (3) of this paragraph, Cause shall be determined by a majority of the Committee at a meeting
held after reasonable notice to the Participant and including an opportunity for the Participant and his counsel to
be heard. All determinations of the Committee hereunder shall be final.
B. "Committee" shall mean the Human Resources Committee of the Board of Directors of the Company, or any
successor committee thereto.
C. "Restricted Period" shall mean the period beginning on the Grant Date and ending on the ________ (____)
anniversary of the Grant Date or such earlier time as provided herein.
2. ISSUANCE OF SHARES. Subject to the restrictions set forth herein, the Company agrees to issue