Exhibit 10.2
HARLEY-DAVIDSON, INC.
DIRECTOR STOCK PLAN
As amended
ARTICLE I
Purpose
The purpose of the Harley-Davidson, Inc. Director Stock Plan is to facilitate payment of compensation to
nonemployee directors in the form of Common Stock of Harley-Davidson, Inc. or in a form the value of which is
based upon the value of Common Stock of Harley-Davidson, Inc. Such payment should provide a method for
nonemployee directors to meet the requirements of the Director and Senior Executive Stock Ownership
Guidelines for Harley-Davidson, Inc. and an increased incentive for nonemployee directors to contribute to the
future success and prosperity of Harley-Davidson, Inc. We believe this will, in turn, enhance the value of the
stock for the benefit of the shareholders, and increase the ability of Harley-Davidson, Inc. to attract and retain
directors of exceptional skill upon whom, in large measure, its sustained growth and profitability depend.
ARTICLE II
Definitions
The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article:
2.1. Annual Retainer Fee : The annual retainer fee then in effect for service by an Outside
Director as a director, board committee chair and/or committee member, excluding grants of “Share Units”
pursuant to Article IX hereof.
2.2. Board : The Board of Directors of the Company.
2.3. Code : The Internal Revenue Code of 1986, as amended.
2.4. Committee : The Nominating and Corporate Governance Committee of the Board; provided
that if any member of the Nominating and Corporate Governance Committee is not a Disinterested Person, the
Committee shall be comprised of only those members of the Nominating and Corporate Governance Committee
who are Disinterested Persons.
2.5. Common Stock : The common stock of the Company.
2.6. Company : Harley-Davidson, Inc.
2.7. Deferral Election : An election by an Outside Director to defer receiving all or an