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Exhibit 10.1
SEVERANCE BENEFITS AGREEMENT
THIS AGREEMENT,
entered into as of the ___ day of ____________, ___ by and between
[HARLEY-DAVIDSON, INC. OR SUBSIDIARY COMPANY], a ___________
corporation (“Employer”), and [NAME OF EXECUTIVE]
(“Executive”).
WHEREAS,
Employer desires to continue to attract and retain skilled and
dedicated management employees;
WHEREAS,
Executive is currently employed by Employer in an executive
capacity and has unique skills and abilities that are of benefit to
Employer; and
WHEREAS,
Employer desires to provide Executive certain assurances regarding
severance pay and other benefits in the event of a Covered
Termination (as defined below).
NOW, THEREFORE,
in consideration of the premises and other good and valuable
consideration, the parties hereby agree as follows:
1.
Not an Employment Agreement . This Agreement is not an
employment agreement and shall not change the employment
relationship between Employer and Executive. Except as expressly
provided herein, this Agreement shall not amend or alter the terms
of, or limit the benefits to Executive under, any existing or
future employment, transition, change of control or other agreement
between Executive and Employer. This Agreement shall not be amended
by any such future agreement unless such future agreement
specifically provides that the terms of this Agreement shall be
amended. Anything in this Agreement to the contrary notwithstanding
and subject to any existing or future employment or other agreement
between Employer and Executive, (a) Executive may terminate
Executive’s employment with Employer at any time and for any
reason and (b) Employer may terminate Executive’s employment
with Employer at any time and for any reason.
2.
Definitions.
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a. Affiliate .
“Affiliate” shall mean any parent, subsidiary or other
affiliate of Employer. |
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b. Base Salary Amount . “Base Salary
Amount” shall mean (1) the amount of Executive’s
average monthly base salary during either (i) if Executive has been
employed by Employer for twelve (12) or more consecutive months
immediately prior to the Termination Date, the twelve (12)
consecutive months immediately prior to the Termination Date or
(ii) if Executive has been employed by Employer for less than
twelve (12) consecutive months immediately prior to the Termination
Date, the consecutive months of Executive’s employment with
Employer immediately prior to the Termination Date, multiplied by
(2) either (i) if Executive has been employed by Employer for
twenty four (24) or more consecutive months immediately prior to
the Termination Date, twelve (12) or (ii) if Executive has been
employed by Employer for less than twenty four (24) consecutive
months immediately prior to the Termination Date, six
(6). |
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c. Benefit Period .
“Benefit Period” shall mean (1) if Executive has been
employed by Employer for twenty four (24) or more consecutive
months immediately prior to the Termination Date, the twelve (12)
consecutive months immediately following the Termination Date or
(2) if Executive has been employed by Employer for less than twenty
four (24) consecutive months immediately prior to the Termination
Date, the six (6) consecutive months immediately following the
Termination Date. |
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d. Cause. “Cause”
shall mean: |
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(1)
the conviction of Executive of a felony or a crime involving moral
turpitude, theft or fraud; or |
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(2)
Executive’s refusal to perform duties as directed in good
faith by Executive’s supervisor, which failure is not cured
within 10 days after written notice thereof from Employer to
Executive; or |
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(3)
Executive’s engaging in sexual harassment or any act
involving theft or fraud with respect to Employer or any of its
parents, subsidiaries or other affiliates, as determined by the
Chief Executive Officer of Employer; or |
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(4)
Executive’s reckless conduct or willful misconduct which
results in substantial harm (in relation to Executive’s
annual compensation), as determined by the Chief Executive Office
of Employer, whether financial, reputational or otherwise, to
Employer or any of its parents, subsidiaries or other
affiliates. |
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e. Covered Termination .
“Covered Termination” shall mean Employer’s
termination of Executive’s employment with Employer other
than (1) for Cause or (2) in connection with the death or
disability of Executive. Notwithstanding the foregoing, the
transfer of Executive’s employment to any Affiliate shall not
be a Covered Termination. |
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f. Disability .
“Disability” shall have the meaning assigned to it in
the long-term disability insurance policy then provided or made
available to Executive by or through Employer. If there is then no
such policy or such term is not defined therein, then
“Disability” shall mean Executive’s incapacity
due to physical or mental illness causing Executive to be absent
from the full-time performance of Executive |
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