Exhibit 10.2
HARLEY-DAVIDSON
RETIREE INSURANCE ALLOWANCE PLAN
Effective January 1, 2009,
Together With
Amendments Adopted Through May 31,
2009
TABLE OF CONTENTS
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Page
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ARTICLE I. DEFINITIONS AND
CONSTRUCTION
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2
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Section 1.01. Definitions.
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2
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Section 1.02. Construction and Applicable
Law.
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5
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ARTICLE II. PARTICIPATION AND ELIGIBILITY FOR
RETIREE INSURANCE ALLOWANCE
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6
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Section 2.01. Participation
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6
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Section 2.02. Eligibility for the
Separation Allowance Benefit.
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6
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ARTICLE III. CALCULATION AND PAYMENT OF RETIREE
INSURANCE ALLOWANCE
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8
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Section 3.01. Amount of Retiree Insurance
Allowance.
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8
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Section 3.02. Payment.
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8
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ARTICLE IV. GENERAL PROVISIONS
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9
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Section 4.01. Administration.
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9
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Section 4.02. Claims
Procedures.
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9
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Section 4.03. Participant Rights
Unsecured.
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11
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Section 4.04. Distributions for Tax
Withholding and Payment.
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11
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Section 4.05. Amendment or Termination of
Plan.
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12
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Section 4.06. Administrative
Expenses.
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12
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Section 4.07. Successors and
Assigns.
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12
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Section 4.08. Right of Offset.
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12
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Section 4.09. Not a Contract of
Employment.
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13
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Section 4.10. Miscellaneous Distribution
Rules.
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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.
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(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