EX-10(A)






Exhibit 10.a









2100 Highway 55

Medina, MN 55340-9770

763-542-0500 office

763-542-2311 fax




July 28, 2008




Mr. Scott Wine




Dear Scott:




     On behalf of the Board of Directors of Polaris Industries Inc. (“Polaris”), I am pleased to
offer you the position of Chief Executive Officer of Polaris. This letter will confirm the terms of
your employment with Polaris.



     I. Title and Position.



     Chief Executive Officer of Polaris reporting to the Board of Directors of Polaris. It is
expected that you will be elected to the Board of Directors of Polaris as soon as practicable after
you begin employment with Polaris.



     II. Date of Employment.



     September 1, 2008



     III. Base Salary.



     Your annual base salary (“Base Salary”) will be $575,000, payable in accordance with Polaris’
customary payroll policy, less all applicable withholdings and deductions. Your Base Salary will
next be reviewed by the Compensation Committee of the Board of Directors (“Compensation Committee”)
in January of 2010. Thereafter it will be reviewed annually by the Compensation Committee. As a
result of each review your Base Salary may, at the discretion of the Board of Directors, be
increased.



 









 





     IV. Annual Cash Incentive Compensation.



          You will participate in Polaris’ Senior Executive Annual Incentive Compensation Plan or,
alternatively, any performance-based annual incentive plan that Polaris may adopt for one or more
of its senior officers in lieu of its Senior Executive Annual Incentive Compensation Plan (the
“Annual Incentive Plan”). The Compensation Committee will determine on an annual basis, in
accordance with the Plan, the actual amount of any annual performance incentive award (an “Annual
Bonus”) to be awarded to you under the Annual Incentive Plan. You will be eligible to receive a
target Annual Bonus under the Annual Incentive Plan equal to 100 percent of your Base Salary (the
“Bonus Target Amount”) subject to the performance criteria established by the Compensation
Committee under the Annual Incentive Plan. The maximum Annual Bonus that you will be eligible to
receive under the Annual Incentive Plan will be equal to 150 percent of your Base Salary. For the
year ending December 31, 2008, you will be awarded a payment under the Annual Incentive Plan in
an amount of no less than the Bonus Target Amount pro-rated for the number of months during 2008
that you are employed by Polaris.




     V. Long Term Incentive Plan.



          You will participate in Polaris’ Long Term Incentive Plan, or alternatively, any long term
performance based incentive plan that Polaris may adopt for one or more of its senior officers in
lieu of the Long Term Incentive Plan (the “LTIP”). The Compensation Committee will determine, in
accordance with the LTIP, the actual amount of any long term incentive payment to be awarded to
you for each three-year performance cycle under the LTIP. You will be eligible to receive a
target long term incentive payment equal to 100 percent of your Base Salary (the “LTIP Target
Amount”) subject to the performance criteria established by the Compensation Committee under the
LTIP. The maximum long term incentive payment that you will be eligible to receive under the LTIP
will be equal to 250 percent of your Base Salary. For the 2008-2010 performance cycle under the
LTIP, you will be eligible to receive the LTIP Target Amount for such performance cycle pro-rated
for the number of months during such performance cycle that you are employed by Polaris.




     VI. Initial Employment Cash Bonus.



     Upon beginning your employment with Polaris you will receive a one-time cash payment in
the amount of $530,000, which is intended to compensate you for compensation that you may be
forgoing by joining Polaris.



     VII. Stock-Based Incentive Compensation.



     You will be an eligible participant under Polaris’ 2007 Omnibus Incentive Plan (as the same
may be amended from time to time, the “Omnibus Plan”).



          A. Annual Stock Option Grant.




     On the date upon which you begin employment with Polaris, you will be granted a stock option
to purchase shares of Polaris’ common stock at an exercise price per share equal to the fair
market value (as defined in the Omnibus Plan) of a share of Polaris common stock on the date of
grant. The number of shares subject to the option will have a Black-Scholes value (using Polaris’
methodology) approximately equal to $575,000 on the



 









 





Page 3 of 4 

January 16, 2008




date of grant as determined by the Compensation Committee. The stock option will be subject to
the provisions, terms and conditions of the Omnibus Plan and Polaris’ standard form of stock
option agreement, which will provide that such stock option will vest on the third anniversary
of its date of grant and will expire on the tenth anniversary of its date of grant absent
earlier termination as set forth in the stock option agreement.



     Polaris generally awards stock options to its executive officers on an annual basis. It is
anticipated that your next annual stock option grant will be in January of 2010 in connection
with your annual review.



          B. Additional Stock Option Grant Upon Joining Polaris.




     Additionally, on the date upon which you begin employment with Polaris, you will be granted
a stock option to purchase 180,000 shares of Polaris’ common stock at an exercise price per share
equal to the fair market value (as defined in the Omnibus Plan) of a share of Polaris common
stock on the date of grant. The stock option will be subject to the provisions, terms and
conditions of the Omnibus Plan and Polaris’ standard form of stock option agreement, which will
provide that such option will vest in three nearly equal tranches on the fourth, fifth and sixth
anniversaries of its date of grant and will expire on the tenth anniversary of its date of grant
absent earlier termination as set forth in the stock option agreement.



          C. Restricted Share Award Upon Joining Polaris.




     On the date upon which you begin employment with Polaris you will receive a
performance-based restricted share award for 50,000 shares of Polaris common stock. Such
performance-based restricted share award will be issued under the Omnibus Plan and will be
subject to the provisions, terms and conditions of the Omnibus Plan and Polaris’ standard form of
performance-based restricted share agreement. The agreement will provide that restrictions on the
performance-based restricted shares will lapse if Polaris attains at least 12% compounded growth
in earnings from continuing operations per diluted share over a period from 2008 through 2011 or,
if not attained during such period, from 2008 through 2012.



     VIII. Supplemental Benefits and Perquisites.



     At Polaris, you will participate in Polaris’ benefit programs and receive the perquisites
made available by Polaris to its executives including medical, dental, disability and life
insurance coverage, financial planning and tax preparation services, 401(k) retirement savings
plan and Supplemental Executive Retirement Plan participation and a country club membership.
Additionally, you will have the use of Polaris’ products in accordance with Polaris’ guidelines.
A summary of your benefits is enclosed herewith as Annex A.



     IX. Severance Agreement.



 









 





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January 16, 2008




     When you begin employment with Polaris, you and Polaris will enter into a Severance,
Proprietary Information and Noncompetition Agreement substantially in the form enclosed
herewith as Annex B.



     X. Relocation Expenses; Transfer Allowance.



     Polaris will pay or reimburse you for the costs of relocating you and your family to the
Minneapolis-St. Paul metropolitan area. Relocation costs are intended to include the costs of
packing and shipping of household goods, the payment of real estate commissions and legal fees
associated with the sale of your current home and the purchase of a home in the Minneapolis- St.
Paul metropolitan area and travel expenses for you and your immediate family. Additionally, at
your election, Polaris will purchase your current home at its appraised value. John Corness,
Polaris’ Vice President-Human Resources, can provide you with information regarding this program.



     Please sign and return a copy of this letter indicating that you accept our offer and
confirming the terms of your employment.



Very truly yours,









Gregory R. Palen

Chairman of the Board of Directors




Accepted and Confirmed:




July 28, 2008









Scott W. Wine