exv10wc






Exhibit 10.c




POLARIS INDUSTRIES INC.

LONG TERM INCENTIVE PLAN




As Amended and Restated

Effective December 31, 2008





	1.	 	Purpose. The Polaris Industries Inc. Long Term Incentive Plan is intended to increase
incentives for Eligible Employees to attain and maintain the highest standards of performance,
to attract and retain key executives of outstanding competence and ability, to stimulate the
active interest of key executives in the development and financial success of the Company, to
further the identity of interests of employees with those of the Company’s shareholders
generally and to reward executives for outstanding performance when certain objectives are
achieved. This amendment and restatement of the Plan is effective as of December 31, 2008.
	 
	2.	 	Definitions. As used herein, the terms set forth below shall have the following
respective meanings:






	 	(a)	 	“Board” means the Board of Directors of the Company.
	 
	 	(b)	 	“Business Criteria” means the business criteria listed in Section 6 of this
Plan.
	 
	 	(c)	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	(d)	 	“Committee” means the Committee appointed by the Board to administer the Plan.
The Committee shall be constituted at all times so as to meet the outside director
requirements of Section 162(m) of the Code.
	 
	 	(e)	 	“Company” means Polaris Industries Inc., a Minnesota corporation, and its
successors and assigns.
	 
	 	(f)	 	“Effective Date” means January 1, 2004.
	 
	 	(g)	 	“Eligible Employee” means any employee of the Company designated by the
Committee as an Eligible Employee.
	 
	 	(h)	 	“Incentive Compensation Award” means an incentive compensation award payable
under this Plan.
	 
	 	(i)	 	“Incentive Compensation Award Period” means, with respect to an Incentive
Compensation Award, as determined by the Committee, the three consecutive calendar
years beginning on or after the Effective Date with respect to which such Incentive
Compensation Award is to be paid.
	 
	 	(j)	 	“Participant” means, with respect to an Incentive Compensation Award Period,
the Eligible Employees selected by the Committee to be eligible to receive an Incentive
Compensation Award for such Incentive Compensation Award Period as provided in Section
5 of this Plan.




 









 












	 	(k)	 	“Performance Objective” means the performance objective or objectives
established pursuant to Section 5 of the Plan.
	 
	 	(l)	 	“Plan” means the Polaris Industries Inc. Long Term Incentive Plan, as it may be
amended from time to time.






	3.	 	Administration. The Committee shall interpret the Plan, prescribe, amend, and rescind
rules relating to it, select eligible Participants, and take all other actions necessary for
its administration, which actions shall be final and binding upon all Participants. To the
extent permitted by law, all members of the Board of Directors, including the members of the
Committee, shall be indemnified and held harmless by the Company with respect to any loss,
cost, liability or expense that may be reasonably incurred in connection with any claim,
action, suit or proceeding which arises by reason of any act or omission under the Plan so
long as such act or omission is taken in good faith and within the scope of the authority
delegated herein.
	 
	4.	 	Compliance with Sections 162(m) and 409A. The Plan shall be administered to comply
with Sections 162(m) and 409A of the Code and regulations promulgated thereunder, and if any
Plan provision is found not to be in compliance with Sections 162(m) and 409A of the Code, the
provision shall be deemed modified as necessary to meet the requirements of Sections 162(m)
and 409A of the Code.
	 
	5.	 	Selection of Participants and Performance Objective. Prior to the commencement of
each Incentive Compensation Award Period, or at such later time as permitted by Section 162(m)
of the Code and regulations thereunder, the Committee shall determine in writing (i) the
Participants who shall be eligible to receive an Incentive Compensation Award for such
Incentive Compensation Award Period, (ii) the Performance Objective, which shall consist of
any one or more of the Business Criteria, and (iii) the formula for computing the amount of
the Incentive Compensation Award payable to each Participant if the Performance Objective is
achieved, which formula shall comply with the requirements applicable to performance-based
compensation plans under Section 162(m) of the Code. The amount of an Incentive Compensation
Award payable to a Participant may be denominated in cash and, pursuant to terms established
by the Committee, at the election of a Participant may be adjusted to reflect changes in the
market price of the Company’s common stock during an Incentive Compensation Award Period,
provided that all amounts paid under the Plan shall be paid in cash.
	 
	6.	 	Business Criteria. The Business Criteria will include specified levels of one or more
of the following:





	 	 	 
	Operating Income

	 	Net Income
	Pre-Tax Income

	 	Customer Retention
	Cash Flow

	 	Return on Investment
	Return on Capital

	 	Revenue
	Return on Equity

	 	Revenue Growth
	Return on Assets

	 	Total Shareholder Return






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	Return on Sales

	 	Stock Price
	Expense Targets

	 	Market Share
	Customer Satisfaction

	 	Productivity Targets
	Sales

	 	Earnings Per Share
	Sales Growth

	 	Earnings Per Share Growth
	 

	 	Economic Value Added





The above terms shall have the same meaning as in the Company’s financial statements, or if the
terms are not used in the Company’s financial statements, as applied pursuant to generally accepted
accounting principles, or as used in the Company’s industry, as applicable. As determined by the
Committee, the Business Criteria shall be applied (i) in absolute terms or relative to one or more
other companies or indices and (ii) to a business unit, geographic region, one or more separately
incorporated entities, or the Company as a whole).





	7.	 	Incentive Compensation Award Certification. The Committee shall certify in writing
prior to payment of the Incentive Compensation Award that the Performance Objective has been
attained and the Incentive Compensation Award is payable. With respect to Committee
certification, approved minutes of the meeting in which the certification is made shall be
treated as written certification.
	 
	8.	 	Maximum Incentive Compensation Award Payable. The maximum amount payable with respect
to an Incentive Compensation Award to any Participant is 200% of such Participant’s base
salary (up to a maximum of base salary of $1,000,000).
	 
	9.	 	Extraordinary or Unusual Events. The Committee may, in its discretion, disregard the
impact of any extraordinary or unusual event (in accordance with generally accepted accounting
procedures) in determining whether a Performance Objective has been obtained or may make
appropriate adjustments in any Performance Objective to reflect such extraordinary or unusual
event.
	 
	10.	 	Discretion to Reduce Awards. The Committee, in its sole and absolute discretion, may
reduce the amount of any award otherwise payable to a Participant.
	 
	11.	 	Active Employment Requirement. Except as provided below, an Incentive Compensation
Award shall be paid for an Incentive Compensation Award Period only to a Participant who is
actively employed by the Company (or on approved vacation or other approved leave of absence)
throughout the Incentive Compensation Award Period and who is employed by the Company on the
date the Incentive Compensation Award is paid. To the extent consistent with the deductibility
of awards under Section 162(m) of the Code and regulations thereunder, the Committee may in
its sole discretion grant an Incentive Compensation Award for the Incentive Compensation Award
Period to a Participant who is first employed or who is promoted to a position eligible to
become a Participant under this Plan during the Incentive Compensation Award Period, or whose
employment is terminated during the Incentive Compensation Award Period because of the
Participant’s retirement under the Company’s 401(k) plan, death, or because of disability as
defined in Section 22(e)(3) of the Code. In such cases of active employment for part of an
Incentive
Compensation Award Period, a pro rata Incentive Compensation Award may be paid for the
Incentive Compensation Award Period.




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	12.	 	Payment and Deferrals of Incentive Compensation Award. An Incentive Compensation
Award shall be paid to the Participant for the Incentive Compensation Award Period as provided
in this Plan. The Company shall pay the Incentive Compensation Award to the Participant in
such form as the Committee may determine and at such time as the Committee may determine after
the Committee certifies that the Incentive Compensation Award is payable as provided in
Section 7, but no later than March 15th of the year following the year in which the
Incentive Compensation Award Period ends. In the event of the Participant’s death, any
Incentive Compensation Award shall be paid to the Participant’s spouse or, if there is no
surviving spouse, the Participant’s estate. Payments under this Section shall operate as a
complete discharge of the Committee and the Company. The Company shall deduct from any
Incentive Compensation Award paid under the Plan the amount of any taxes required to be
withheld by the federal or any state or local government.
	 
	 	 	The Committee shall permit a Participant elect to defer receipt of such Incentive
Compensation Award in accordance with the terms of the Polaris Industries Inc. Supplemental
Retirement/Savings Plan.
	 
	13.	 	Shareholder Approval. No Incentive Compensation Award shall be payable under this
Plan unless the Plan is disclosed to and approved by the shareholders of the Company in
accordance with Section 162(m) of the Code and regulations thereunder.
	 
	14.	 	Limitation of Rights. Nothing in this Plan shall be construed to (a) give any
employee of the Company any right to be awarded any Incentive Compensation Award other than
that set forth herein, as determined by the Committee; (b) give a Participant any rights
whatsoever with respect to shares of common stock of the Company; (c) limit in any way the
right of the Company to terminate an employee’s employment with the Company at any time for
any reason or no reason; (d) give a Participant or any other person any interest in any fund
or in any specific asset or assets of the Company; or (e) be evidence of any agreement or
understanding, express or implied, that the Company will employ an employee in any particular
position or at any particular rate of remuneration.
	 
	15.	 	Non-Exclusive Arrangement. The adoption and operation of this Plan shall not preclude
the Board or the Committee from approving other short-term incentive compensation arrangements
for the benefit of individuals who are Participants hereunder as the Board or Committee, as
the case may be, deems appropriate and in the best interests of the Company.
	 
	16.	 	Nonassignment. The right of a Participant to the payment of any Incentive
Compensation Award under the Plan may not be assigned, transferred, pledged, or encumbered,
nor shall such right or other interests be subject to attachment, garnishment, execution, or
other legal process.




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	17.	 	Amendment or Termination of the Plan. The Board may amend or terminate the Plan at
any time, except that no amendment or termination shall be made that would impair the rights
of any Participant to an Incentive Compensation Award that would be payable were the
Participant to terminate employment on the effective date of such amendment or termination,
unless the Participant consents to such amendment or termination. The Plan shall automatically
terminate on December 31, 2014 unless sooner terminated by action of the Board or extended
with the approval of the Board and the Company’s shareholders.
	 
	18.	 	Governing Law. The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of the State of Minnesota, other than the
conflict of law provisions of such laws.






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