Harley Davidson 2012 Annual Report Download - page 133

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12
(k) “Proceeding” shall have the meaning set forth in the Statute; provided, that, in
accordance with Section 180.0859 of the Statute and for purposes of this
Article V, the term “Proceeding” shall include without limitation all
Proceedings (i) brought under (in whole or in part) the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, their respective
state counterparts, and/or any rule or regulation promulgated under any of the
foregoing; (ii) brought before an Authority or otherwise to enforce rights
hereunder; (iii) involving any appeal from a Proceeding; and (iv) in which the
Director or Officer is a plaintiff or petitioner because he or she is a Director or
Officer; provided, however, that any such Proceeding under this
subsection (iv) must be authorized by a majority vote of a Disinterested
Quorum.
(l) “Statute” shall mean Sections 180.0850 through 180.0859, inclusive, of the
Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes,
as the same shall then be in effect, including any amendments thereto, but, in
the case of any such amendment, only to the extent such amendment permits
or requires the Corporation to provide broader indemnification rights than the
Statute permitted or required the Corporation to provide prior to such
amendment.
(m) “Subsidiary” shall mean any direct or indirect subsidiary of the Corporation as
determined for financial reporting purposes, whether domestic or foreign.
5.02 Mandatory Indemnification of Directors and Officers. To the fullest extent permitted
or required by the Statute, the Corporation shall indemnify a Director or Officer
against all Liabilities incurred by or on behalf of such Director or Officer in
connection with a Proceeding in which the Director or Officer is a Party because he or
she is a Director or Officer.
5.03 Procedural Requirements.
(a) A Director or Officer who seeks indemnification under Section 5.02 shall
make a written request therefor to the Corporation. Subject to Section 5.03(b),
within sixty days of the Corporation’s receipt of such request, the Corporation
shall pay or reimburse the Director or Officer for the entire amount of
Liabilities incurred by the Director or Officer in connection with the subject
Proceeding (net of any Expenses previously advanced pursuant to Section
5.05).
(b) No indemnification shall be required to be paid by the Corporation pursuant to
Section 5.02 if, within such period, (i) a Disinterested Quorum, by a
majority vote thereof, determines that the Director or Officer requesting
indemnification engaged in misconduct constituting a Breach of Duty or (ii) a
Disinterested Quorum cannot be obtained.
(c) In case of nonpayment pursuant to Section 5.03(b), the Board shall
immediately authorize by resolution that an Authority, as provided in Section
5.04, determine whether the Director’s or Officer’s conduct constituted a