exv10wa






Exhibit 10.1




November 20, 2008




Mr. Jeffrey A. Bjorkman

Polaris Industries Inc.

2100 Highway 55

Medina, MN 55340





			
	Re:	 	Employment Arrangements





Dear Jeff:




     I am writing regarding our recent discussion about your plans to retire from Polaris
Industries, Inc. (“Polaris”). Thank you for sharing your plans with me and for agreeing to
postpone complete retirement and to make yourself available to the Company in order to assist with
an orderly transition of your responsibilities and relationships. This letter agreement (the
“Agreement”) is written for the purpose of setting forth the terms and conditions of your continued
employment by Polaris during the transition period and to confirm your retirement benefits.



     1. Title and Position.



     Your employment as Vice President-Operations of Polaris will terminate upon the appointment of
your successor but no later than May 1, 2009 or at such earlier time, but not before January 1,
2009, as you may designate (such date referred to herein as the “Beginning Date”). Thereafter and
during the term of you employment hereunder, you shall be employed as the Senior Operations Advisor
of Polaris to provide advice and counsel on operations, Polaris’ relationships with various third
parties and on other matters within your experience and expertise as may be reasonably requested by
the Chief Executive Officer of Polaris; provided that requests for such services shall not
unreasonably interfere with your other personal, charitable or other business activities. You will
be an employee of Polaris, but not a reporting individual for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended. You will be subject to the insider trading policies
of Polaris.



     2. Term of Employment.



     Unless sooner terminated as provided in Section 4 below, your employment as Senior Operations
Advisor under the terms of this Agreement shall begin on the Beginning Date and shall continue
until January 31, 2010 (such period referred to herein as the “Term”).



     3. Compensation and Benefits.



     (a) Base Salary. During the Term, you will be paid a annual base salary (“Base
Salary”) in the amount of $100,000, payable in accordance with Polaris’ customary payroll policy,
less all applicable withholdings and deductions. We do not anticipate that you will be



 









 





Jeffrey A. Bjorkman

November 20, 2008




Page 2 of 4






awarded either annual bonuses or awards under Polaris’ stock based or other incentive plans
for services performed during the Term.



     (b) Supplemental Perquisites. During the term of your employment hereunder, you will
participate in Polaris’ benefit programs and receive the perquisites described in Exhibit A hereto.



     4. Severance Agreement



     The Severance Agreement between you and Polaris dated January 16, 2008 (the “Severance
Agreement”) remains in full force and effect; provided, however, that for purposes of calculating
the “Non-Change in Control Termination Payment” pursuant paragraph 3(a) of the Severance Agreement,
the amount calculated under paragraph 3(a)(i)(A) of the Severance Agreement shall be your annual
base salary as of the date of this Agreement and the amount calculated under paragraph 3(a)(i)(B)
of the Severance Agreement shall be equal to 80% of your annual base salary as of the date of this
Agreement.



     5. Termination



     (a) Termination of Agreement




     (i) This Agreement and your employment hereunder may be terminated at any time by the
mutual written agreement of you and Polaris.




     (ii) This Agreement and your employment hereunder may be terminated by you for any
reason at any time upon 30 days’ prior written notice to Polaris.




     (iii) This Agreement and your employment hereunder will automatically terminate upon
your death or permanent disability as defined in Polaris’ long term disability plan then in
effect.




     (iv) This Agreement and your employment hereunder may be terminated by Polaris for
Cause (as defined below) immediately upon written notice to you.




(b) Definition of Cause. For purposes of this Agreement only, “Cause” means
(i) repeated violations of the Employee’s employment obligations (other than as a result of
incapacity due to physical or mental illness), which are demonstrably willful and deliberate
on Employee’s part and which are not remedied in a reasonable period after written notice
from the Company specifying such violations; or (ii) conviction for (or plea of nolo
contendere to) a felony.



 









 





 Jeffrey A. Bjorkman

November 20, 2008




 Page 3 of 4




     6. Retirement. Upon the completion of the Term, or upon termination of your
employment in accordance with Section 5 (other than termination as a result of your death) prior
thereto, you will be eligible for early retirement from Polaris for all purposes and eligible to
participate in the benefit plans and receive the payments and perquisites set forth in Paragraph 3
of the Severance Agreement, including, without limitation, Paragraph 3(g).



     7. Stock Options. Upon the termination of your employment in accordance with this
Agreement, other than a termination by Polaris for Cause, the stock option that you were awarded
pursuant to a Stock Option Agreement between you and the Company dated on January 29, 2007 will
vest and become exercisable to the extent not then vested. Additionally, the portion of each of
your then outstanding and exercisable stock options that has not been exercised upon the date of
termination shall continue to be exercisable for a period of 36 months from the date of
termination, but not after the “Expiration Date” set forth in the stock option agreement
memorializing such stock option. You agree to enter into such amendments and other documents as
are reasonably necessary to achieve the foregoing modifications.



     All notices under this Agreement shall be in writing and shall be deemed given if delivered by
hand or mailed by registered or certified mail, return receipt requested, to the party to receive
the same at the address set forth below or such other address as may have been furnished by proper
notice.



	 	 	 	 	 
	 

	 	Polaris:
	 	Polaris Industries Inc.
	 

	 	 	 	2100 Highway 55
	 

	 	 	 	Medina, Minnesota 55340
	 

	 	 	 	Attention: Secretary
	 
	 	 	 	 
	 

	 	You:
	 	Jeffrey A. Bjorkman






     This Agreement is entered into in the State of Minnesota and shall be construed, interpreted
and enforced according to the statutes, rules of law and court decisions of the State of Minnesota.



     This Agreement and the Severance Agreement constitute the entire understanding of the parties
hereto and supersede all prior understandings, whether written or oral, between the parties with
respect to your employment with Polaris.



 









 





Jeffrey A. Bjorkman

November 20, 2008




Page 4 of 4




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



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	Polaris Industries Inc.	 	 
	 
	 	 	 	 
	 

	 	/s/ Scott Wine
 

	 	 
	 

	 	By Scott Wine	 	 
	 

	 	Chief Executive Officer	 	 
	 
	 	 	 	 
	Accepted and Confirmed:
	 	 	 	 
	 
	 	 	 	 
	November 20, 2008
	 	 	 	 
	 
	 	 	 	 
	/s/ Jeffrey A. Bjorkman
 

Jeffrey A. Bjorkman

	 	 	 	 







 











 





Exhibit A









Policy & Procedure
 

 





Subject




                PERQUISITES — A2 and B1 and B2 Officer Retirement                                                Revised: 10/2007




 

 








	 	 	 
	Eligibility:

	 	Position of A2 or B1 and B2 level officer age 65.
	 
	 	 
	Medical Insurance

	 	Polaris will provide a fully insured medical insurance plan through the same provider as an active Polaris
employee for eligible retirees and spouses, including a prescription drug supplement, to coincide with
Medicare B. Details are outlined in the summary plan documents.
	 
	 	 
	Dental Insurance

	 	Dental insurance will be continued for the retiree and spouse under a fully insured plan at the same coverage level and with the same provider as an active Polaris employee.
	 
	 	 
	Company Products

	 	Continued use of company products in accordance with the active
officer product program. This includes up to 6 products for B level
officers and 12 products for A2 level officers, accompanied by clothing
and accessories, subject to the rules of the active officer product
program. The Company will also arrange for the use of a demo motorcycle
from one of our dealers when requested anywhere that Polaris has a
Victory dealer.
	 
	 	 
	Physical Exams

	 	Continued annual physicals at the Mayo Clinic for retired officer
and spouse in accordance with the active officer benefit. This is a
taxable benefit and the individual will receive a1099 form for tax
filing purposes.
	 
	 	 
	LTIP

	 	Prorated LTIP payout based on time worked during performance measurement period payable at
the end of the measurement period in accordance with normal payment schedule.