exv10wrr









    Exhibit 10.rr



 




    POLARIS
    INDUSTRIES INC

    



 




    2003
    NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

    





    AMENDED
    AND RESTATED STOCK OPTION AGREEMENT



 


		
	    [Name]	     SSN:
    000-00-0000



 



    In accordance with the terms of the Polaris Industries Inc. 2003
    Non-Employee Director Stock Option Plan (as it may be amended
    from time to time, the “Plan”), Polaris Industries
    Inc. (the “Company”) hereby grants to you (the
    “Participant”), subject to the terms and conditions
    set forth in this Amended and Restated Stock Option Agreement
    (including Annex A hereto and all documents incorporated
    herein by reference) the rights and options (the
    “Options”) to purchase from the Company shares of its
    common stock $.01 par value, as set forth below:



 




	 	 	 
	

    Number of Options Granted:


	
 
	
 

	

    Date of Grant:


	
 
	
 

	

    Option Price:


	
 
	
 

	

    Vesting:


	
 
	
    100% on the earliest of: (1) the date of the Company’s 20__
    Annual Meeting of Shareholders, (2) your Retirement or Early
    Retirement or (3) a Change in Control

	
 
	
 
	
 

	

    Expiration Date:


	
 
	
    Close of business on     ,
    20  

	

    Exercise Period


	
 
	
    Date of Vesting through Expiration Date













 



    Further terms and conditions of the grant are set forth in
    Annex A hereto, which is an integral part of this Amended
    and Restated Stock Option Agreement.



 



    All terms, provisions and conditions applicable to the Options
    set forth in the Plan and not set forth herein are hereby
    incorporated by reference herein. To the extent any provision
    hereof is inconsistent with a provision of the Plan, the
    provisions of the Plan will govern. The Participant hereby
    acknowledges the receipt of a copy of this Amended and Restated
    Stock Option Agreement, including Annex A hereto, and a
    copy of the Plan, and agrees to be bound by all the terms and
    provisions hereof and thereof.



 



    The Company and the Participant hereby acknowledge and agree
    that this Amended and Restated Stock Option Agreement amends,
    restates and replaces that certain Stock Option Agreement
    between the Company and the Participant with the Date of Grant
    set forth above.



 



    IN WITNESS WHEREOF, the Company has caused this Amended and
    Restated Stock Option Agreement to be executed by its Vice
    President — Finance and Chief Financial Officer, and
    the Participant has executed this Amended and Restated Stock
    Option Agreement, both as of the Date of Grant.



 



    POLARIS INDUSTRIES INC.



 



     

    Michael W. Malone

    Vice President — Finance and Chief Financial Officer



 



    Agreed:



 






    Participant




    Attachment: Annex A














 








    ANNEX A

    



 




    NON-QUALIFIED
    STOCK OPTIONS



 



    You are the recipient of a stock option award under the Polaris
    Industries Inc. 2003 Non-Employee Director Stock Option Plan (as
    it may be amended from time to time, the “Plan”). The
    Board of Directors and the shareholders of Polaris Industries
    Inc. (the “Company”) adopted and approved the Plan for
    the purposes of providing non-employee directors of the Company
    an opportunity to acquire Common Stock, par value $.01 per
    share, of the Company (“Common Stock”) and to create
    an incentive for such persons to serve on the Board of Directors
    of the Company and to contribute to its long-term growth and
    profitability. A copy of the Plan is enclosed herewith for your
    reference.



 



    This stock option award was approved by the Compensation
    Committee of the Board of Directors of the Company (the
    “Committee”). Section 5 of the Plan provides that
    all awards under the Plan be made pursuant to an award agreement
    between the recipient and the Company. This Annex A,
    together with the cover sheet hereto, sets forth an Amended and
    Restated Stock Option Agreement (“Agreement”) to
    confirm and formalize your agreement with the Company with
    respect to your stock option award and is entered into under and
    pursuant to all of the terms and provisions of the Plan. In
    conformity with the Plan, you and the Company agree as follows:



 



    1. Subject to the terms and conditions of this Agreement
    and the Plan, the Company hereby grants to you the right and
    option to purchase from the Company up to, but not exceeding in
    the aggregate, the number of shares of the Common Stock of the
    Company set forth on the cover sheet to this Agreement (the
    “Options”), at an exercise price of
    $      per share (the “Exercise
    Price”) and for the period (the “Option Term”)
    beginning
    on          ,
    20   (the “Date of Grant”) and ending
    on          ,
    20   (the “Expiration Date”), subject to
    earlier termination as set forth in Section 5. The Exercise
    Price set forth herein equals the fair market value, as defined
    in the Plan, on the Date of Grant, of the shares of Common Stock
    subject to the Options.



 



    2. All of the Options granted to you under this Agreement
    are not intended to be incentive stock options within the
    meaning of Section 422 of the Internal Revenue Code of
    1986, as amended (the “Code”), i.e. such
    Options are non-qualified stock options.



 



    3. The Options granted to you hereunder shall become
    exercisable (“vest”) as set forth below. Once Options
    have vested, they may be exercised, in whole or in part, at any
    time and from time to time during the Option Term. The Options
    will vest in full and become exercisable on the earliest to
    occur of (a) the date of the Company’s
    20  Annual Meeting of Shareholders, (b) the
    termination of your service on the Board of Directors of the
    Company at or after age sixty-five (65) or as a result of
    the term limits applicable to members of the Board of Directors
    of the Company (“Retirement”), (c) the
    termination of your service on the Board of Directors of the
    Company prior to age sixty-five (65) if you have served on
    the Board of Directors of the Company for a period of ten
    (10) years or more (“Early Retirement”) or
    (d) the occurrence of a “Change in Control” of
    the Company. A “Change in Control” shall be deemed to
    have occurred if:



 



    (a) Any election has occurred of persons to the Board of
    Directors of the Company that causes at least one-half of the
    Board of Directors to consist of persons other than
    (x) persons who were members of the Board of Directors
    on          ,
    20   and (y) persons who were nominated for
    election by the Board of Directors as members of the Board of
    Directors at a time when more than one-half of the members of
    the Board of Directors consisted of persons who were members of
    the Board of Directors
    on          ,
    20  ; provided, however, that any person nominated for
    election by the Board of Directors at a time when at least
    one-half of the members of the Board of Directors were persons
    described in clauses (x) and/or (y) or by persons who
    were themselves nominated by such Board of Directors shall, for
    this purpose, be deemed to have been nominated by a Board of
    Directors composed of persons described in clause (x) (persons
    described or deemed described in clauses (x) and/or
    (y) are referred to herein as (“Incumbent
    Directors”)); or



 



    (b) The acquisition in one or more transactions, other than
    from the Company, by any individual, entity or group (within the
    meaning of Section 13(d)(3) or 14(d)(2) of the Securities
    Exchange Act of 1934, as amended (the “Exchange Act”))
    of beneficial ownership (within the meaning of
    Rule 13d-3
    promulgated under the Exchange Act) of a number of Company
    Voting Securities equal to or greater than 35% of the Company
    Voting Securities unless such acquisition has been designated by
    the Incumbent Directors as an acquisition not constituting a
    Change of Control for purposes hereof; or














 







    (c) Any of the following: (x) a liquidation or
    dissolution of the Company; (y) a reorganization, merger or
    consolidation of the Company unless, following such
    reorganization, merger or consolidation, (A) the Company is
    the surviving entity resulting from such reorganization, merger
    or consolidation or (B) at least one-half of the Board of
    Directors of the entity resulting from such reorganization,
    merger or consolidation consists of Incumbent Directors; or
    (z) a sale or other disposition of all or substantially all
    of the assets of the Company unless, following such sale or
    disposition, at least one-half of the Board of Directors of the
    transferee consists of Incumbent Directors.



 



    As used herein, “Company Voting Securities” means the
    combined voting power of all outstanding voting securities of
    the Company entitled to vote generally in the election of the
    Board of Directors.



 



    4. You may exercise the Options by delivering to the
    Company a Notice of Exercise of Stock Options, in the form set
    forth as Exhibit A hereto, together with (i) a check
    payable to the order of the Company
    and/or
    (ii) shares of Common Stock that you have held for at least
    six months prior to the date of exercise, with a stock power
    executed in blank, equal in value to the Exercise Price of the
    shares of Common Stock being purchased. Shares of Common Stock
    surrendered in exercise of an Option shall be valued at their
    fair market value, as such term is defined in the Plan, on the
    date of exercise. With the approval of, and under the terms and
    conditions specified by, the Committee, you also may exercise
    the Options in accordance with a cashless exercise program
    through an approved broker or dealer.



 



    5. Upon your termination of service on the Board of
    Directors for any reason, your rights to exercise your Options
    shall be only as follows:



 



    (a) If you die (i) while a non-employee director of
    the Company or (ii) within the five (5) year period
    specified in Section 5(b) below or the three (3) year
    period specified in Section 5(c) below or the ninety
    (90) day period specified in Section 5(d) below, your
    non-vested Options, if any, shall be forfeited, and your vested
    Options may be exercised by the person or persons to whom your
    rights under the Options pass by will or applicable law or if no
    person has that right, by your executors or administrators, at
    any time, or from time to time, within one (1) year of the
    date of your death, but in no event after the Expiration Date.



 



    (b) If you cease to be a non-employee director of the
    Company by reason of Retirement, your Options shall be deemed
    vested in full as of the Retirement date, and such vested
    Options may be exercised at any time, or from time to time,
    within five (5) years of the date of such Retirement, but
    in no event after the Expiration Date.



 



    (c) If you cease to be a non-employee director of the
    Company by reason of Early Retirement, your Options shall be
    deemed vested in full as of the Early Retirement date, and such
    vested Options may be exercised at any time, or from time to
    time, within three (3) years of the date of such Early
    Retirement, but in no event after the Expiration Date.



 



    (d) If you cease to be a non-employee director of the
    Company for any reason other than those set forth in
    Sections 5(a), 5(b) and 5(c) above, your non-vested Options
    shall be forfeited, and your vested Options may be exercised at
    any time, or from time to time, within ninety (90) days of
    the date of such cessation of service, but in no event after the
    Expiration Date.



 



    6. In the event of any subdivision or combination of the
    outstanding shares of Common Stock, stock dividend,
    recapitalization, reclassification of shares, sale, lease or
    transfer of substantially all of the assets of the Company,
    substantial distributions to shareholders, merger, consolidation
    or other corporate transactions that would result in a
    substantial dilution or enlargement of the rights or economic
    benefits inuring to you under the Plan, the Committee shall make
    such equitable adjustments as it may deem appropriate in the
    Options granted in this Agreement. Any such determination by the
    Committee shall be final and binding on you.



 



    7. Nothing contained in this Agreement or in the Plan shall
    be deemed to confer upon you any right to prevent or to approve
    or vote upon any of the corporate actions described in
    Section 6. The existence of the Options granted in this
    Agreement shall not affect in any way the right or the power of
    the Company or its shareholders to make or authorize any or all
    adjustments, recapitalizations, reorganizations or other changes
    in the Company’s capital structure or its business, or any
    merger or consolidation of the Company, or any issue of bonds,
    debentures, preferred or prior preference stocks ahead of or
    affecting the Common Stock or the rights thereof, or the
    dissolution















 







    or liquidation of the Company, or any sale or transfer of all or
    any part of its assets or business, or any other corporate act
    or proceeding, whether of a similar character or otherwise.



 



    8. Whenever you are referred to in any provision of this
    Agreement under circumstances where the provision should
    logically be construed to apply to the executors, the
    administrators, or the person or persons to whom Options may be
    transferred by will or by the laws of descent and distribution,
    such references will be deemed to include such person or persons.



 



    9. You may not transfer the Options granted under this
    Agreement otherwise than by will or the laws of descent and
    distribution and only you may exercise the Options during your
    lifetime. No assignment or transfer of the Options granted under
    this Agreement, or of the rights represented thereby, whether
    voluntary or involuntary, by the operation of law or otherwise
    (except by will or the laws of descent and distribution), shall
    vest in the assignee or transferee any interest or right herein
    whatsoever, but immediately upon any such assignment or transfer
    the Options shall terminate and become of no further effect.



 



    10. You shall not be deemed for any purpose to be a
    shareholder of the Company in respect of shares as to which the
    Options have not been exercised as provided in this Agreement.



 



    11. Notwithstanding any other provision of this Agreement
    to the contrary, you hereby agree that you will not exercise the
    Options granted under this Agreement, and that the Company will
    not be obligated to issue any shares to you under this
    Agreement, if the exercise of such Options or the issuance of
    such shares shall constitute a violation by you or the Company
    of any provision of any law or regulation of any governmental
    authority. Any determination in this connection by the Company
    shall be final and binding. The Company shall in no event be
    obligated to register any securities pursuant to the Securities
    Act of 1933 (as the same shall be in effect from time to time)
    or to take any other affirmative action in order to cause the
    exercise of the Options or the issuance of the shares pursuant
    thereto to comply with any law or regulation of any governmental
    authority.



 



    12. No amounts of income received by you pursuant to this
    Agreement shall be considered compensation for purposes of any
    compensation or benefit plan or arrangement of the Company for
    non-employee directors unless otherwise provided in such plan or
    arrangement.



 



    13. Every notice or other communication relating to this
    Agreement shall be in writing and shall be mailed to or
    delivered to the party for whom it is intended at such address
    as may from time to time be designated by it in a notice mailed
    or delivered to the other party as herein provided; provided,
    however, that unless and until some other address be so
    designated, all notices or communications by you to the Company
    shall be mailed or delivered to the Company at its office at
    2100 Highway 55, Medina, Minnesota 55340, and all notices or
    communications by the Company to you may be given to you
    personally or may be mailed to you at the address indicated in
    the Company’s records as your most recent mailing address.



 



    14. This Agreement shall be construed, governed, and
    interpreted under the laws of the State of Minnesota, except the
    conflicts of laws provisions thereof.



 



    15. This Agreement embodies the entire understanding of the
    parties hereof, and supersedes all other oral or written
    agreements or understandings between you and the Company
    regarding the subject matter hereof. No change, alteration or
    modification hereof may be made except in a writing, signed by
    each of the parties hereto.



 



    16. If any provision of this Agreement or the application
    of any provision hereof is declared to be illegal, invalid, or
    otherwise unenforceable by a court of competent jurisdiction,
    the remainder of this Agreement shall not be affected thereby.



 



    17. This Agreement shall be binding upon and inure to the
    benefit of any successor or successors of the Company and your
    heirs and personal representatives.














 








    EXHIBIT A
    

    



 




    NOTICE
    OF EXERCISE OF STOCK OPTIONS



 



    Pursuant to the provisions of the Amended and Restated Stock
    Option Agreement entered into as
    of          ,
    20   between Polaris Industries Inc. (the
    “Company”) and me (the “Agreement”), I
    hereby exercise the non-qualified stock options granted under
    the terms of the Agreement to the extent
    of           shares
    of the Common Stock of the Company. I deliver to the Company
    herewith the following in payment for such shares:



 


			
	 	    • 
	
    $      in cash

	 
	 	    • 
	
    Stock certificates
    for           shares
    of Common Stock held for at least six months

	 
	 	    • 
	
    Other
    consideration:          
    (i.e. cashless exercise, if approved by the Company)




 


	 	 	 	 	 	 	 
	

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