This excerpt taken from the HOG 8-K filed May 6, 2009.
Voting Rights and Dividends: While your Shares of Restricted Stock are subject to forfeiture, you may exercise full voting rights and will receive all cash dividends and other distributions paid with respect to the Restricted Stock (reduced for any tax withholding due), in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Restricted Stock Agreement as are the Shares of Restricted Stock with respect to which they were paid.
Tax Withholding: To the extent that your receipt of Restricted Stock or the vesting of Restricted Stock results in income to you for federal, state or local taxes, you must deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to deliver such amount as the Company requires, the Company has the right and authority to deduct or withhold from other compensation it would pay to you an amount, and/or to treat you as having surrendered vested Shares of Restricted Stock having a value, sufficient to satisfy its withholding obligations.
When income results from the vesting of Restricted Stock, to the extent the Company permits you to do so, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company accept that number of vested Shares of Restricted Stock having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. If you would be left with a fractional share after satisfying the withholding obligation on the Restricted Stock, the fair market value of that fractional share will be applied to your general federal tax withholding. If the Company does not allow you to elect to have the Company accept vested Shares of Restricted Stock, or if you want to keep all of the shares that are vesting, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation on a date advised by the Company. Where you may elect to deliver funds to satisfy the withholding tax obligation, your election to deliver funds must be irrevocable, in writing, and submitted to the Secretary or to such other person as the Company may designate on or before the date that the Company specifies, which will be before the applicable vesting date, and if you fail to deliver such election then you will be deemed to have elected to have the Company accept vested Shares of Restricted Stock as described above.
If you do so within thirty (30) days of the Grant Date, you may make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, for this Award so that the receipt of the Restricted Stock, rather than vesting, results in income. In that case, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation.
Rejection/Acceptance: You may return this Restricted Stock Agreement to the Company (in care of the Vice President and Treasurer) within thirty (30) days after the Grant Date, together with any certificate you have received evidencing Shares, and by doing so you will forfeit any rights under this Restricted Stock Agreement and any rights to Shares that the Company has transferred to you under this Restricted Stock Agreement. If you choose to retain this Restricted Stock Agreement beyond that date, then you accept the terms of this Award, acknowledge these tax implications and agree and consent to all amendments to the Plan, the Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson, Inc. 2004 Incentive Stock Plan through the Grant Date as they apply to this Award and any prior awards of any kind to you under such plans.