exv10wn



 





Exhibit 10.n




POLARIS INDUSTRIES INC.




EMPLOYEE STOCK PURCHASE PLAN




As Amended and Restated

Effective January 19, 2006




ARTICLE I — PURPOSE




1.01 Purpose




     The Polaris Industries Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide a
method whereby employees of Polaris Industries Inc. and its subsidiary corporations (the “Company”)
will have an opportunity to acquire a proprietary interest in the Company through the purchase of
shares of the common stock, par value $.01 per share (“Common Stock”) of the Company. It is the
intention of the Company to have the Plan qualify as an “employee stock purchase plan” under
section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code.



ARTICLE II — DEFINITIONS




2.01 Base Pay




     “Base Pay” shall mean a participant’s wages, salary and other cash remuneration from the
Company. The term “Base Pay” is intended to coincide with the definition of “Covered Compensation”
as defined in the 401(k) Retirement/Savings Plan of Polaris.



2.02 Committee




     “Committee” shall mean the committee described in Article IX.



2.03 Employee




     “Employee” shall mean any person who is customarily employed on a full-time or part-time basis
by the Company or a Participating Subsidiary and is regularly scheduled to work more than twenty
(20) hours per week.



2.04 Fair Market Value




     “Fair Market Value” shall mean, as of any applicable date: (i) if the Common Stock is listed
on a national securities exchange or is authorized for quotation on the National Association of
Securities Dealers Inc.’s NASDAQ National Market System (“NASDAQ/NMS”), the closing price, regular
way, of the Common Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such reported
sale of the Common Stock shall have occurred on such date, on the next preceding date on which
there was such a reported sale; or (ii) if the Common Stock is not listed for trading on a national
securities exchange or authorized for quotation on NASDAQ/NMS, the closing bid price as reported by
the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), or if no such
prices shall have been so reported for such date, on the next preceding date for which such prices
were so reported; or (iii) if the Common Stock is not listed for trading on a national securities
exchange



 









 




or authorized for quotation on NASDAQ, the last reported bid price published in the “pink sheets”
or displayed on the NASD Electronic Bulletin Board, as the case may be; or (iv) if the Common Stock
is not listed for trading on a national securities exchange, or is not authorized for quotation on
NASDAQ/NMS or NASDAQ, or is not published in the “pink sheets” or displayed on the NASD Electronic
Bulletin Board, the Fair Market Value of the Common Stock as determined in good faith by the
Committee.




2.05 Fund Account




     “Fund Account” shall mean the bookkeeping account established for each participant to which
the participant’s payroll deductions shall be credited.



2.06 Investment Account




     “Investment Account” shall mean the bookkeeping account established for each participant to
which Common Stock purchased by the participant under the Plan shall be credited.



2.07 Participating Subsidiary




     “Participating Subsidiary” shall mean any corporation which (i) is a “subsidiary corporation”
of Polaris as that term is defined in section 424 of the Code and (ii) is designated as a
participating employer under the Plan by the Board of Directors of the Company.



2.08 Trustee




     “Trustee” shall mean the person(s) or institution designated by the Board of Directors of the
Company as trustee of the Plan, and any successors thereto.



ARTICLE III — ELIGIBILITY AND PARTICIPATION




3.01 Initial Eligibility




     Each salaried Employee shall be eligible to participate in the Plan for calendar months which
commence on or after such salaried Employee’s date of hire. Each hourly paid Employee shall be
eligible to participate in the Plan for calendar months which commence on or after the earlier of
(i) the date on which such hourly Employee completes 480 Hours of Service or (ii) the second
anniversary of such hourly Employee’s date of hire. For purposes of this Section 3.01, the term
“Hours of Service” shall mean “Hours of Service” as that term is defined in the Polaris Industries
Inc. Employee Stock Ownership Plan.



3.02 Restrictions on Participation




     Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an
option under the Plan:



     (a) if, immediately after the grant, such Employee would own stock, and/or hold outstanding
options to purchase stock, possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company (for purposes of this paragraph, the rules of section 424(d) of the
Code shall apply in determining stock ownership of any Employee); or



     (b) which permits his or her rights to purchase stock under all Code section 423 employee
stock purchase plans of the Company to accrue at a rate which exceeds $25,000 in fair market value
of the stock (determined at the time such option is granted) for each calendar year in which such
option is outstanding; or



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     (c) if such Employee is an officer of the Company for purposes of section 16 of the Securities
Exchange Act of 1934, as amended, unless the Committee, in its sole discretion, determines that
such officers shall be eligible to participate in the Plan.



3.03 Commencement of Participation




     An eligible Employee may become a participant by completing an authorization for a payroll
deduction on the form provided by the Company and filing it with the office of the Treasurer of the
Company. Participation in the Plan and payroll deductions for a participant shall commence on the
first day of the month following the date his or her authorization for a payroll deduction is
filed. A participant’s payroll deduction authorization shall remain in effect unless amended or
terminated by the participant as provided in Section 4.03 or Article VII.



3.04 Special Participation with Respect to Profit Sharing Distribution




     With the approval of the Committee, eligible Employees may be permitted to participate in the
Plan on a separate basis with respect to the participant’s distribution from the Polaris Industries
Inc. Profit Sharing Plan (in addition to any level of participation pursuant to the eligible
Employee’s regular payroll deduction election) by completing an authorization for a deduction from
the profit sharing distribution on the form provided by the Company and filing it with the office
of the Treasurer of the Company on or before the date set therefor by the Committee. References
herein to “payroll” deductions shall be deemed to include any amounts deducted from a participant’s
profit sharing distribution.



ARTICLE IV — PAYROLL DEDUCTIONS




4.01 Amount of Deduction




     At the time a participant files his authorization for payroll deduction, he or she shall elect
to have deductions made from his or her Base Pay on each payday during the time he or she is a
participant computed as a percentage of his Base Pay, not to exceed a maximum of ten percent.



4.02 Participant’s Fund Account




     All payroll deductions made for a participant shall be credited to a Fund Account established
in his or her name under the Plan. A participant may not make any separate cash payment into such
account. No interest shall be credited or paid on amounts credited to participants’ Fund Accounts
under the Plan.



4.03 Changes in Payroll Deductions




     A participant may discontinue his participation in the Plan as provided in Article VII, and
may change his or her payroll deduction percentage as of the first day of any calendar quarter.



ARTICLE V — OPTIONS




5.01 Number of Options




     On the first day of each month, a participant shall be deemed to have been granted an option
to purchase a maximum number of whole shares of Common Stock as can be purchased at the applicable
option price (as described in Section 5.02) with payroll deductions credited to his or her Fund
Account during such month.



5.02 Option Price




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     The option price of Common Stock purchased with payroll deductions made for a participant
shall be an amount not less than 85% of the average of the Fair Market Values of the Common Stock
on the date such option is granted (as set forth in Section 5.01) and the date such option is
exercised (as set forth in Section 6.01), as determined from time to time by the Committee in
accordance with applicable rules and regulations.



5.03 Option Period




     All options which shall be deemed granted under Section 5.01 of this Plan as of the first day
of a month shall be automatically exercised in accordance with Section 6.01 unless sooner
terminated in accordance with Article VII.



ARTICLE VI — EXERCISE OF OPTIONS




6.01 Automatic Exercise




     Unless a participant sooner withdraws from the Plan as provided in Article VII, his option for
the purchase of Common Stock with payroll deductions credited to his or her Fund Account will be
deemed to have been exercised automatically on the last day of each calendar month, for the
purchase from the Company of the number of whole shares of Common Stock which the accumulated
payroll deductions credited to his or her Fund Account at that time will purchase at the applicable
option price (but not in excess of the number of shares for which options have been granted to the
participant pursuant to Section 5.01). Any excess amount credited to a participant’s Fund Account
at the end of the calendar year will be promptly returned to him or her.



6.02 Fractional Shares




     The shares of Common Stock purchased by a participant upon the deemed exercise of his option
as specified above shall not include fractional shares. Amounts credited to a participant’s Fund
Account which would have been used to purchase fractional shares shall remain credited to such Fund
Account until subsequently used to purchase shares or paid to the participant or his or her
beneficiary in accordance with Section 6.01 or Article VII.



6.03 Investment Accounts




     All shares of Common Stock purchased under the Plan shall be maintained by the Trustee in
separate Investment Accounts for participants. All cash dividends paid with respect to the shares
so purchased shall be reinvested in Common Stock and added to the shares held for a participant in
his or her Investment Account.



ARTICLE VII — WITHDRAWAL




7.01 In General




     A participant may withdraw payroll deductions credited to his or her Fund Account and the
shares of Common Stock credited to his or her Investment Account under the Plan at any time by
giving written notice of withdrawal to the Treasurer of the Company. All of the cash credited to
his or her Fund Account and not used to buy Common Stock shall be paid to the participant and one
or more stock certificates representing the shares of Common Stock credited to his or her
Investment Account shall be delivered to the participant promptly after receipt of his or her
notice of withdrawal, and no further payroll deductions will be made from his or her pay except as
provided in Section 7.02. Upon such a withdrawal, all unexercised options of the participant shall
immediately terminate.



7.02 Effect on Subsequent Participation




     If a participant withdraws from participation in the Plan as provided in Section 7.01, such
participant shall not be eligible to participate in the Plan for a period of time following the
date of such withdrawal. If the withdrawal occurs during the period from January 1 to June 30 of a
year, participation may begin again no earlier than January 1



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of the next year. If the withdrawal occurs during the period from July 1 to December 31 of a year,
participation may begin again no earlier than July 1 of the next year.




7.03 Termination of Employment




     Upon termination of the participant’s employment for any reason, including retirement, his or
her unexercised options shall immediately terminate and the payroll deductions credited to his or
her Fund Account and not used to buy Common Stock will be paid to him or her, and one or more stock
certificates representing the shares of Common Stock credited to his or her Investment Account will
be delivered to the participant, or, in the case of his or her death subsequent to the termination
of his employment, to the person or persons entitled thereto under Section 10.01.



ARTICLE VIII — COMMON STOCK




8.01 Maximum Number of Shares




     The maximum number of shares of Common Stock which the Company shall have authority to issue
under this Plan, subject to adjustment upon changes in capitalization of the Company as provided in
Section 10.04, shall be 750,000 shares. Such shares may be authorized but unissued shares or
reacquired shares of Common Stock, as the Company shall determine. If the total number of shares
for which options are exercised on any exercise date exceeds the maximum number of shares
available, the Company shall make a pro rata allocation of the shares available for delivery and
distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of payroll deductions credited to the Fund Account of each participant
under the Plan shall be returned to him or her as promptly as possible.



8.02 Participant’s Interest in Option Stock




     The participant will have no interest in Common Stock covered by his or her option until such
option has been exercised.



8.03 Registration of Stock




     Shares of Common Stock purchased under the Plan will be held by the Trustee for the benefit of
participants, until withdrawn by the participant in accordance with Article VII. Upon such
withdrawal, the shares shall be registered in the name of the participant, or, if the participant
so directs by written notice to the Treasurer of the Company, in the names of the participant and
one such other person as may be designated by the participant, as joint tenants with rights of
survivorship or as tenants by the entireties, to the extent permitted by applicable law.



8.04 Restrictions on Exercise




     The Board of Directors of the Company may, in its discretion, require as conditions to the
exercise of any option that the shares of Common Stock reserved for issuance upon the exercise of
the option shall have been duly listed, upon official notice of issuance, on a stock exchange, and
that either:



     (a) a Registration Statement under the Securities Act of 1933, as amended, with respect to
said shares shall be effective, or



     (b) the participant shall have represented at the time of purchase, in form and substance
satisfactory to the Company, that it is his or her intention to purchase the shares for investment
and not for resale or distribution.



ARTICLE IX — ADMINISTRATION




9.01 Appointment of Committee




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     The Board of Directors of the Company shall appoint a Committee to administer the Plan. No
member of the Committee shall be eligible to purchase Common Stock under the Plan.



9.02 Authority of Committee




     Subject to the express provisions of the Plan, the Committee shall have plenary authority in
its sole and absolute discretion to interpret and construe any and all provisions of the Plan, to
adopt rules and regulations for administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee’s determination on the foregoing
matters shall be conclusive.



9.03 Rules Governing the Administration of the Committee




     The Board of Directors of the Company may from time to time appoint members of the Committee
in substitution for or in addition to members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee may select one of its members as its Chairman and shall
hold its meetings at such times and places as it shall deem advisable and may hold telephonic
meetings. A majority of the members of the Committee shall constitute the vote of a quorum. All
determinations of the Committee shall be made by a majority of its members present. The Committee
may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to
the extent it shall deem desirable. Any decision or determination reduced to writing and signed by
a majority of the members of the Committee shall be as fully effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a secretary and shall
make such rules and regulations for the conduct of its business as it shall deem advisable.



ARTICLE X — MISCELLANEOUS




10.01 Designation of Beneficiary




     A participant may file a written designation of a beneficiary who is to receive any cash and
shares of Common Stock credited to the participant’s Investment and Fund Accounts upon the
participant’s death. Such designation of beneficiary may be changed by the participant at any time
by written notice to the Treasurer of the Company. Upon the death of a participant and upon receipt
by the Company of proof of identity and existence at the participant’s death of a beneficiary
validly designated by him under the Plan, the Company shall deliver such cash and shares of Common
Stock to such beneficiary. In the event of the death of a participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such participant’s
death, the Company shall deliver such cash and shares of Common Stock to the executor or
administrator of the estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such cash
and shares of Common Stock to the spouse or to any one or more dependents of the participant as the
Company may designate. No beneficiary shall, prior to the death of the participant by whom he has
been designated, acquire any interest in the cash and shares of Common Stock credited to the
participant under the Plan.



10.02 Transferability




     During a participant’s lifetime, his or her options can only be exercised by him or her.
Neither the amounts credited to a participant’s Fund Account nor any rights with regard to the
exercise of an option or to receive stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw funds in accordance
with Section 7.01.



10.03 Use of Funds




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     All payroll deductions received or held by the Company under this Plan may be used by the
Company for any corporate purpose and the Company shall not be obligated to segregate such amounts.



10.04 Adjustment Upon Changes in Capitalization




     (a) If the outstanding shares of Common Stock are increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the Company through
reorganization, merger recapitalization, reclassification, stock split, reverse stock split or
similar transaction, appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which are available for issuance under the Plan or subject to purchase
under outstanding options and on the option exercise price or prices applicable to outstanding
options. No adjustments shall be made for stock dividends. For the purposes of this paragraph, any
distribution of shares to shareholders in an amount aggregating less than twenty percent (20%) of
the outstanding shares shall be deemed a stock dividend.



     (b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which the Company is not
the surviving corporation, or upon a sale of substantially all of the property or stock of the
Company to another corporation, the holder of each option then outstanding under the Plan will
thereafter be entitled to receive at the next exercise date upon the exercise of such option for
each share as to which such option shall be exercised, as nearly as reasonably may be determined,
the cash, securities and/or property which a holder of one share of the Common Stock was entitled
to receive upon and at the time of such transaction. The Board of Directors of the Company shall
take such steps in connection with such transactions as the Board shall deem necessary to assure
that the provisions of this Section 10.04 shall thereafter be applicable, as nearly as reasonably
may be determined, in relation to the said cash, securities and/or property as to which such holder
of such option might thereafter be entitled to receive.



10.05 Amendment and Termination




     The Board of Directors of the Company shall have complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors of the Company shall not, without
the approval of the stockholders of the Company (i) increase the maximum number of shares which the
Company may purchase to provide participants with stock under the Plan; (ii) amend the requirements
as to the class of employees eligible to purchase stock under the Plan; or (iii) permit the members
of the Committee to purchase Common Stock under the Plan. No termination, modification, or
amendment of the Plan may, without the consent of an Employee then having an option under the Plan
to purchase Common Stock, adversely affect the rights of such Employee under such option. The Plan
shall automatically terminate at the close of business on January 1, 2017 unless sooner terminated
by action of the Board of Directors.



10.06 Effective Date




     The Plan shall become effective as of January 1, 1997, or such earlier date as the Board of
Directors may determine, subject to approval by the holders of the majority of the Common Stock
present and represented at a special or annual meeting of the shareholders of the Company to be
held within 12 months before or after the date the Plan is adopted by the Board of Directors of the
Company. If the Plan is not so approved, the Plan shall not become effective.



10.07 No Employment Rights




     The Plan does not, directly or indirectly, create any right for the benefit of any employee or
class of employees to purchase any shares under the Plan, or create in any employee or class of
employees any right with



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respect to continuation of employment by the Company, and it shall not be deemed to interfere in
any way with the Company’s right to terminate, or otherwise modify, an employee’s employment at any
time.




10.08 Costs and Expenses




     No brokerage commissions or fees shall be charged by the Company in connection with the
purchase of shares of Common Stock by participants under the Plan. All costs and expenses incurred
in administering the Plan shall be borne by the Company.



10.09 Effect of Plan




     The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to
the benefit of all, all successors of each Employee participating in the Plan, the executors,
administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Employee.



10.10 Governing Law




     The law of the State of Minnesota, other than the conflict of laws provisions of such law,
shall govern all matters relating to this Plan except to the extent it is superseded by the laws of
the United States.




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