DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
(As Amended and Restated Effective January 1, 2009)
Harley-Davidson, Inc. (the “Company”) created this Plan, effective as of May 1, 1995, to assist nonemployee directors of the
Company to defer income, other than income payable under the Harley-Davidson, Inc. Director Stock Plan (the “Stock Plan”),
until retirement, death, or other cessation of service as member of the Board of Directors of the Company. The Plan is amended
and restated effective January 1, 2009, to conform the terms of the Plan with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).
The Nominating and Corporate Governance Committee of the Board of Directors of the Company is the Administrator of the
a. Affiliate : Each corporation, trade or business that, with the Company, forms part of a controlled group of
corporations or group of trades or businesses under common control within the meaning of Code Sections 414(b) or (c);
provided that for purpose of determining when a nonemployee director has incurred a Separation from Service, the phrase
“at least fifty percent (50%)” shall be used in place of “at least eighty percent (80%)” each place it appears in Code
Section 414(b) and (c) and the regulations thereunder.
b. Board : The Board of Directors of the Company.
c. Change of Control Event : A change of control event as defined in regulations promulgated by the Secretary of the
Treasury for purposes of Code Section 409A, with respect to Harley-Davidson, Inc.
d. Separation from Service : The date on which a nonemployee director ceases service as a director of the Company
and all Affiliates, provided that such cessation of service constitutes a separation from service for purposes of Code
Directors of the Company who are not employees of the Company (“nonemployee directors”) are eligible under the Plan.