Exhibit 10.6
HARLEY-DAVIDSON
RETIREE INSURANCE ALLOWANCE
PLAN
Effective January 1,
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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4
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ARTICLE II. PARTICIPATION AND ELIGIBILITY FOR
RETIREE INSURANCE ALLOWANCE
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5
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Section 2.01. Participation
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5
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Section 2.02. Eligibility for the
Separation Allowance Benefit
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5
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ARTICLE III. CALCULATION AND PAYMENT OF RETIREE
INSURANCE ALLOWANCE
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7
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Section 3.01. Amount of Retiree Insurance
Allowance
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7
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Section 3.02. Payment
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7
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ARTICLE IV. GENERAL PROVISIONS
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8
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Section 4.01. Administration
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8
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Section 4.02. Claims Procedures
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8
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Section 4.03. Participant Rights
Unsecured
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10
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Section 4.04. Distributions for Tax
Withholding and Payment
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10
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Section 4.05. Amendment or Termination of
Plan
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11
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Section 4.06. Administrative
Expenses
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11
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Section 4.07. Successors and
Assigns
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11
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Section 4.08. Right of Offset
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11
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Section 4.09. Not a Contract of
Employment
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12
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Section 4.10. Miscellaneous Distribution
Rules
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12
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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. in May 1996, 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 accordance with
Section 2.01.
(k) Participating Employer: The
Company and each Affiliate that, with the consent of the
Administrator or the Committee, participates in the Plan for the
benefit of one or more Participants.
(l) Retiree Insurance Allowance: The
benefit described in Section 3.01(a), consisting of both the
Retiree Insurance Base Amount and the tax gross-up
payment.
(m) Retiree Insurance Base Amount:
The portion of the Retiree Insurance Allowance described in clause
(i) of Section 3.01(a), exclusive of the tax gross-up
payment.
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(n) Separation from Service: The
date on which a Participant separates from service (within the
meaning of Code Section 409A) from the Company and all
Affiliates. A Separation from Service occurs when the Company and
the Participant reasonably anticipate that no further services will
be performed by the Participant for the Company and its Affiliates
after that date or that the level of bona fide services the
Participant will perform after such date as an employee of the
Company or an Affiliate will permanently decrease to no more than
20% of the average level of bona fide services performed by the
Participant (whether as an employee or independent contractor) for
the Company and its Affiliates over the immediately preceding
36-month period (or such lesser period of services). The
Participant is not considered to have incurred a Separation from
Service if the Participant is absent from active employment due to
military leave, sick leave or other bona fide reason if the period
of such leave does not exceed the greater of (i) six months,
or (ii) the period during which the Participant’s right
to reemployment by the Company or an Affiliate is provided either
by statute or by contract; provided that if the leave of absence is
due to a medically determinable physical or mental impairment that
can be expected to result in death or last for a continuous period
of not less than six months, where such impairment causes the
Participant to be unable to perform the duties of his or her
position of employment or any substantially similar position of
employment, the leave may be extended for up to 29 months without
causing the Participant to have incurred a Separation from
Service.
Section 1.02. Construction
and Applicable Law .
(a) Wherever any words are used in
the masculine, they shall be construed as though they were used in
the feminine in all cases where they would so apply; and wherever
any words are use in the singular or the plural, they shall be
construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply. Titles
of articles and sections are for general information only, and the
Plan is not to be construed by reference to such items.
(b) This Plan is intended to be a
plan of deferred compensation maintained for a select group of
management or highly compensated employees as that term is used in
ERISA, and shall be interpreted so as to comply with the applicable
requirements thereof. In all other respects, the Plan is to be
construed and its validity determined according to the laws of the
State of Wisconsin (without reference to conflict of law principles
thereof) to the extent such laws are not preempted by federal law,
and any action for benefits under the Plan or to enforce the terms
of the Plan shall be heard in the State of Wisconsin by the court
with jurisdiction over the claim. In case any provision of the Plan
is held illegal or invalid for any reason, the illegality or
invalidity will not affect the remaining parts of the Plan, but the
Plan shall, to the extent possible, be construed and enforced as if
the illegal or invalid provision had never been
inserted.
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ARTICLE II. PARTICIPATION AND
ELIGIBILITY FOR
RETIREE INSURANCE
ALLOWANCE
Section 2.01.
Participation .
Unless the Committee has promulgated
different eligibility rules, a common law employee of a
Participating Employer shall be a Participant if the employee is
(a) classified by the Participating Employer as a General
Manager or Vice President, and (b) employed at the S80 career
band level and above.
Section 2.02. Eligibility
for the Separation Allowance Benefit .
A Participant will be entitled to
receive the Retiree Insurance Allowance if:
(a) The Partic
