Exhibit 10.5
HARLEY-DAVIDSON
AMENDED AND RESTATED SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
FOR
(“EXECUTIVE”)
HARLEY-DAVIDSON, INC., a Wisconsin
corporation, together with its subsidiaries and affiliates
(collectively referred to herein as the “Employer”),
hereby amends and restates the previously established Supplemental
Executive Retirement Plan (the “SERP”) for the
Executive, effective as of the day
of
,
, as follows:
1. Purpose . The purpose of
the SERP is to provide the Executive with retirement income
benefits which are supplemental to entitlements under the Funded
Plan, the Harley-Davidson Retirement Savings Plan, the
Harley-Davidson Pension Benefit Restoration Plan, and the
Employer’s post-retirement medical benefits plan.
2. Definitions . The
following terms have the following meanings unless the context
clearly indicates otherwise:
(a) “Affiliate” means
each corporation, trade or business that, with the Company,
constitutes 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 purposes of determining
when the Executive has incurred a Separation from Service, the
phrase “at least 50 percent” shall be used in place of
“at least 80 percent” each place it appears in Code
Section 414(b) and (c) and the regulations
thereunder.
(b) “Applicable Interest
Rate” means the product of (i) one (1.0) minus the
applicable maximum tax rate at the Executive’s Determination
Date, with such rate expressed as a decimal, and (ii) the
discount rate used by the Company to value the obligations of the
Funded Plan, as set forth in the Company’s disclosure for
purposes of Statement of Financial Accounting Standard No. 87
(or any successor) for the fiscal year of the Company that includes
the first day of the month coincident with or next following the
Participant’s Separation from Service for any reason other
than death, with such rate also expressed as a decimal. The product
shall then be rounded up to the nearest hundredth. The
“applicable maximum tax rate” means the total of the
maximum federal individual income tax, the maximum State of
Wisconsin individual income tax, and the Hospital Insurance
(Medicare) payroll tax, taking into account the deductibility of
state income taxes for federal income tax purposes, to the extent
permitted by law and tax rates as they are legally in effect at the
Executive’s Determination Date. Any subsequent adjustments
which may be made to tax rates or to the Funded Plan’s
expected rate of return on plan assets, even if having retroactive
effect to such date, shall be disregarded.
(c) “Applicable
Percentage” means thirty-five percent (35%) plus, for
each full calendar month of employment completed by the Executive
after age fifty-five (55), one thousand seven hundred eighty-six
ten-thousandths percent (0.1786%), not to exceed a maximum of fifty
percent (50%) at age sixty-two (62).
(d) “Board” means the
Board of Directors of Harley-Davidson, Inc.
(e) “Change of Control
Event” means a “change in control event” (as such
term is defined for purposes of Code Section 409A) with
respect to the Company.
(f) “Code” means the
Internal Revenue Code of 1986, as it may be amended from time to
time.
(g) “Committee” means
the Retirement Plans Committee appointed by the Board, or, if such
Committee is unable to fulfill its duties under the SERP, the
Board.
(h) “Company” means
Harley-Davidson, Inc., or any successor thereto.
(i) “Determination Date”
has the meaning assigned in the Harley-Davidson Pension Benefit
Restoration Plan.
(j) “Earnings” and
“Final Average Earnings” have the meanings assigned to
such terms by the Funded Plan except that each shall be determined
for purposes of this SERP without regard to the limitations on
pensionable earnings imposed by Code Section 401(a)(17) and
increased by any amount which would be taxable compensation if such
amount were not contributed as a pretax contribution to a
nonqualified plan of deferred compensation maintained by an
Employer.
(k) “Effective Date”
means the date first above written.
(l) “Funded Plan” means
the Retirement Annuity Plan for Salaried Employees of
Harley-Davidson, as from time to time amended and in
effect.
(m) “Payment Date” shall
have the meaning assigned in the Harley-Davidson Pension Benefit
Restoration Plan.
(n) “SERP Benefit” means
the monthly benefit payable in the form of a single life annuity
for the life of the Executive equal to the Applicable Percentage
multiplied by the Executive’s Final Average Earnings as
specially defined for purposes of this SERP, offset and reduced by
the Executive’s monthly benefit entitlement payable in the
normal single life annuity form under (i) the Funded Plan and
(ii) the Harley-Davidson Pension Benefit Restoration Plan. A
SERP Benefit hereunder is payable only to an Executive who is
living on the date payments are to commence to be paid to the
Executive, which is deemed to be the Executive’s
Determination Date. “Annuity,” for all purposes
hereunder, means periodic payments of income and does not, under
any circumstance, suggest or require that a contract from an
insurance company will be obtained to provide such periodic
payments.
(o) “Spouse” means the
surviving spouse of the Executive, as such term is defined in the
Funded Plan.
3. Vesting . The
Executive’s entitlement to the SERP Benefit hereunder vests
and becomes nonforfeitable, to the extent accrued, upon completion
of fifteen (15) Years of Vesting Service and attainment of age
fifty-five (55) before termination of employment for any
reason, including death. For purposes of this SERP the term
“Years of Vesting Service” has the meaning assigned to
it by the Funded Plan.
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4. Coordination of SERP Benefits
with Pension Benefit Restoration Plan . The SERP Benefit
hereunder and any benefit entitlements of the Executive under the
Harley-Davidson Pension Benefit Restoration Plan shall be
coordinated by the Employer so as to have the effect of being
benefits provided by a single plan or program. As a result, the
same form and time of benefit payment is required for benefits
under each program and the benefits payable under each program may
be combined into one paymen
