Effective «Grant Date» (the “Grant Date”), you have been granted a Stock Appreciation Right with respect to
«# of shares» shares of common stock of Harley-Davidson, Inc. (“HDI” and, together with its Subsidiaries, the
As soon as practicable following the first, second, third and fourth anniversary of the Grant Date (each, a
“Settlement Date”), the compensation (if any) payable with respect to the portion of the Stock Appreciation Right
that became vested on such Settlement Date will be valued and paid in cash in your local currency using the spot
rate on the Settlement Date, less applicable withholding. The value of the portion of the Stock Appreciation
Right that became vested on the Settlement Date will be equal to the product obtained by multiplying (1) the
number of shares underlying the portion of the Stock Appreciation Right that became vested on the Settlement
Date, and (2) the amount by which the Fair Market Value of a share of HDI’s common stock on the Settlement
Date exceeds «price» . If the Fair Market Value of a share of HDI’s common stock on the Settlement Date is
less than or equal to <<price>> , no amount is payable with respect to that Settlement Date. Following each
Settlement Date, the portion of the Stock Appreciation Right that was valued as of that Settlement Date (whether
or not resulting in a payment) will be cancelled.
The portion of your Stock Appreciation Right that is not vested when you terminate employment will be forfeited.
The Stock Appreciation Right does not include the right to receive dividends or other distributions declared and
paid on the shares of HDI’s common stock underlying the Stock Appreciation Right.
On each anniversary of the Grant Date, if you are still then employed, you will obtain a 25 percent vested interest
in the Stock Appreciation Right. Accordingly, in each period the Stock Appreciation Right will become vested
on the date shown.
The Stock Appreciation Right is granted under and governed