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 (the “Plan”).
All of the Restricted Stock will become fully unrestricted (or “vest”) on the fourth 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.
Exhibit A to Restricted Stock Agreement
Termination of Employment: If your employment with the Company and its Affiliates is terminated for any reason other than
death, Disability or Retirement, 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, Disability or
Retirement, then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock
will vest, which portion will be eq