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Exhibit 10.2

 

 

HARLEY-DAVIDSON

RETIREE INSURANCE ALLOWANCE PLAN

Effective January 1, 2009, Together With

Amendments Adopted Through May 31, 2009


TABLE OF CONTENTS

 

 

 

 

  

Page

ARTICLE I. DEFINITIONS AND CONSTRUCTION

  

2

 

Section 1.01. Definitions.

  

2

 

Section 1.02. Construction and Applicable Law.

  

5

ARTICLE II. PARTICIPATION AND ELIGIBILITY FOR RETIREE INSURANCE ALLOWANCE

  

6

 

Section 2.01. Participation

  

6

 

Section 2.02. Eligibility for the Separation Allowance Benefit.

  

6

ARTICLE III. CALCULATION AND PAYMENT OF RETIREE INSURANCE ALLOWANCE

  

8

 

Section 3.01. Amount of Retiree Insurance Allowance.

  

8

 

Section 3.02. Payment.

  

8

ARTICLE IV. GENERAL PROVISIONS

  

9

 

Section 4.01. Administration.

  

9

 

Section 4.02. Claims Procedures.

  

9

 

Section 4.03. Participant Rights Unsecured.

  

11

 

Section 4.04. Distributions for Tax Withholding and Payment.

  

11

 

Section 4.05. Amendment or Termination of Plan.

  

12

 

Section 4.06. Administrative Expenses.

  

12

 

Section 4.07. Successors and Assigns.

  

12

 

Section 4.08. Right of Offset.

  

12

 

Section 4.09. Not a Contract of Employment.

  

13

 

Section 4.10. Miscellaneous Distribution Rules.

  

13

 

i


HARLEY-DAVIDSON

RETIREE INSURANCE ALLOWANCE PLAN

Pursuant to resolutions adopted by the Human Resources Committee of the Board of Directors of Harley-Davidson, Inc., certain executives may become eligible for a lump sum retiree insurance allowance. This benefit was originally implemented as a payment in lieu of post-retirement life insurance.

To comply with the requirements of Code Section 409A, it is desirable to adopt a formal plan document, as set forth herein. The Plan is intended to promote the best interests of the Company and its Affiliates by attracting and retaining key management employees possessing a strong interest in the successful operation of the Company and its Affiliates and encouraging their continued loyalty, service and counsel to the Company and its Affiliates.


ARTICLE I. DEFINITIONS AND CONSTRUCTION

Section 1.01. Definitions .

The following terms have the meanings indicated below unless the context in which the term is used clearly indicates otherwise:

(a) Administrator: The Retirement Plans Committee appointed by the Board.

(b) 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 Participant 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.

(c) Base Compensation: A Participant’s annual base salary rate, prior to reduction for pre-tax or after-tax contributions by the Participant Employee to any qualified or non-qualified employee benefit plan maintained by a Participating Employer, but exclusive of extraordinary payments such as overtime, bonuses, meal allowances, reimbursed expenses, termination pay, moving pay, commuting expenses, severance pay, non-elective deferred compensation payments or accruals, stock options, restricted stock or restricted stock units, or the value of employer-provided fringe benefits or coverage, all as determined in accordance with such uniform rules, regulations or standards as may be prescribed by the Administrator.

(d) Beneficiary: The person or entity designated by a Participant to be his or her beneficiary for purposes of this Plan. If a beneficiary dies before receiving all payments due such beneficiary, any remaining payments will be made to the designated beneficiary’s estate unless a contingent beneficiary was designated by the Participant as to such amounts. If there is a contingent beneficiary payments will be made to the contingent beneficiary and, if such contingent beneficiary dies, any remaining payments will be made to the contingent beneficiary’s estate. If there is no beneficiary designation in force when Plan benefits become payable upon the death of a Participant, payment shall be made to the Participant’s current spouse, or if the Participant is not married or the spouse is not then living, to the Participant’s estate. Beneficiary designations shall be in writing, filed with the Administrator, be in such form as the Administrator may prescribe for this purpose, and shall become effective only upon acknowledgement by the Administrator.

 

2


(e) Board: The Board of Directors of the Company.

(f) Code: The Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

(g) Committee: The Human Resources Committee of the Board of Directors of Harley-Davidson, Inc.

(h) Company: Harley-Davidson, Inc., or any successor thereto.

(i) ERISA: The Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.

(j) Participant: An employee who becomes a participant in the Plan in acco


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