DIRECTOR STOCK PLAN
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. Such payment in Common Stock
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
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.
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
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 any portion of the shares of
Common Stock that would otherwise be transferred to such Outside Director pursuant to a Share Election.
2.8. Disinterested Persons: Nonemployee directors within the meaning of Rule 16b-3 as promulg