Attached files
file | filename |
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10-K - FORM 10-K - Polaris Inc. | c56161e10vk.htm |
EX-24 - EX-24 - Polaris Inc. | c56161exv24.htm |
EX-13 - EX-13 - Polaris Inc. | c56161exv13.htm |
EX-23 - EX-23 - Polaris Inc. | c56161exv23.htm |
EX-21 - EX-21 - Polaris Inc. | c56161exv21.htm |
EX-31.A - EX-31.A - Polaris Inc. | c56161exv31wa.htm |
EX-32.B - EX-32.B - Polaris Inc. | c56161exv32wb.htm |
EX-32.A - EX-32.A - Polaris Inc. | c56161exv32wa.htm |
EX-10.RR - EX-10.RR - Polaris Inc. | c56161exv10wrr.htm |
EX-31.B - EX-31.B - Polaris Inc. | c56161exv31wb.htm |
Exhibit 10.qq
POLARIS
INDUSTRIES INC.
2003
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
As
Amended and Restated on January 20, 2010
1. Purpose. The Polaris Industries
Inc. 2003 Non-Employee Director Stock Option Plan (the
Plan) is hereby established to grant to non-employee
directors of Polaris Industries Inc. (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. The Plan was approved by the Board of Directors
of the Company on January 23, 2003 and shall become
effective on the date it is approved by the Companys
shareholders (the Effective Date).
Masculine terms used herein may be read as feminine, singular
terms as plural and plural terms as singular, as necessary to
give effect to the Plan.
2. Eligibility. Each member of the
Board of Directors of the Company who is not an officer or
full-time salaried employee of the Company or one of its
subsidiaries shall be eligible to participate in the Plan. Each
such person is referred to in this Plan as a
Participant.
3. Administration. The Plan shall
be administered by the Compensation Committee (the
Committee) of the Board of Directors of the Company.
The Committee shall have the sole and absolute power, authority
and discretion to interpret the Plan, to prescribe, amend and
rescind rules and regulations to further the purposes of the
Plan, and to make all other determinations necessary for the
administration of the Plan. All such actions by the Committee
shall be final and binding. To the extent permitted by law,
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. Common Stock Subject to
Plan. There shall be reserved for issue upon
the exercise of options granted under the Plan
100,000 shares of Common Stock. The number and kind of
shares available for issuance under the Plan are subject to
adjustment in accordance with the provisions of Section 8
hereof. If any stock option shall cease to be exercisable in
whole or in part for any reason, the shares of Common Stock
which were covered by such stock option but as to which the
stock option had not been exercised shall again be available
under the Plan. Shares issuable under the Plan shall be made
available from authorized and unissued or previously issued and
outstanding shares of Common Stock reacquired by the Company.
5. Grants and Terms of
Options. Options granted under this Plan
shall be non-qualified stock options, i.e. they shall not be
intended to qualify as incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of
1986, as amended. Each option granted under the Plan shall be
evidenced by a stock option agreement between the person to whom
such option is granted and the Company or such other
documentation as the Committee shall deem appropriate. Such
stock option agreement shall provide that the option is subject
to the following terms and conditions and to such other terms
and conditions not inconsistent therewith as the Committee may
deem appropriate in each case:
(a) Option Exercise Price. The
exercise price to be paid for each share of Common Stock upon
the exercise of an option shall be 100% of the fair market value
of the shares on the date the option is granted. As used in this
Plan, the term date the option is granted means the
date as of which the option is granted in accordance with
Section 5(b). Fair market value of the shares shall mean,
as of any applicable date, the closing price, regular way, of
the Common Stock on the New York Stock Exchange, 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.
(b) Annual Option Grants. On the
date of each Annual Meeting of Shareholders of the Company
(Annual Meeting) that occurs after the Effective
Date, each Participant who is first elected at such meeting or
who is continuing as a director after such meeting shall receive
an option grant for 2,000 shares of Common Stock.
(c) Discretionary Grants. In
addition to the automatic annual grants of options provided for
in subsection (b) above, the Committee shall have the
discretion, in special circumstances as determined by the
Committee, to grant
options to Participants upon the terms and conditions of this
Plan. The maximum number of options that can be granted to any
Participant in any single discretionary grant shall not exceed
20,000 shares.
(d) Period of Option. Options
granted hereunder shall have a term of ten (10) years from
the date of grant; provided, however, that, in the event of the
termination of the Participants service on the Board of
Directors (Termination of Service), such term shall
be determined in accordance with Section 7.
(e) Vesting and Exercisability of
Options. Each option granted under this Plan
shall become vested and exercisable as of the earliest to occur
of (i) the Annual Meeting next following the Annual Meeting
as of which such option was granted, (ii) a Change in
Control (as defined below) or (iii) the termination of the
Participants service on the Board of Directors 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) or (iv) the termination of the
Participants service on the Board of Directors prior to
age sixty-five (65) if the Participant has served on the Board
of Directors for a period of ten (10) years or more
(Early Retirement). Options shall be exercisable
following cessation of a Participants service on the Board
of Directors only to the extent provided in Section 7. The
term Change in Control means any of the events set
forth below:
(A) Any election has occurred of persons to the Board of
Directors 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 January 23, 2003
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
consisted of persons who were members of the Board of Directors
on January 23, 2003; 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) of beneficial ownership
(within the meaning of
Rule 13d-3
promulgated under the Securities Exchange Act of 1933, as
amended) of a number of voting securities of the Company equal
to or greater than 35% of the voting securities of the Company
unless such acquisition has been approved by the Incumbent
Directors as an acquisition not constituting a Change in 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, (1) the Company is
the surviving entity resulting from such reorganization, merger
or consolidation or (2) 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.
(f) Method of Exercise of
Options. Full payment for shares of Common
Stock purchased upon the exercise of a stock option shall be
made at the time the option is exercised in whole or in part.
Payment of the purchase price shall be made in cash or in such
other form as the Committee may approve in the applicable award
agreement, including, without limitation, payment in accordance
with a cashless exercise program under which, if so instructed
by the Participant, shares may be issued directed to the
participants broker or dealer upon receipt of the purchase
price in cash from the broker or dealer, or by the delivery to
the Company by the Participant of shares of Common Stock that
have been held by the participant for at least six months prior
to exercise of the option, valued at the fair market value of
such shares on the date of exercise. No shares of Common Stock
shall be issued to the Participant until such payment has been
made, and a Participant shall have none of the rights of a
stockholder with respect to options held except to the extent
such options have been exercised. The tax liability associated
with the exercise of a stock option under this Plan shall,
unless the Committee determines otherwise, be the sole
responsibility of the Participant.
6. Nontransferability. Options
granted pursuant to the Plan shall be nontransferable except by
will or the laws of descent and distribution, and shall be
exercisable during the Participants lifetime only by him,
and after his death, by his personal representative or by the
person entitled thereto under his will or the laws of intestate
succession.
7. Termination of Service. Upon
termination of the Participants service on the Board of
Directors for any reason, his rights to exercise options then
held by him shall be only as follows:
(a) If a Participant shall die (i) while a
non-employee director of the Company or (ii) within the
five (5) year period specified in Section 7(b) below
or within the three (3) year period specified in
Section 7(c) below or within the ninety (90) day
period specified in Section 7(d) below, his or her
non-vested options, if any, shall be forfeited, and his or her
vested options may be exercised by the person or persons to whom
the Participants rights under the option pass by will or
applicable law or if no person has that right, by his executors
or administrators, at any time, or from time to time, within one
(1) year of the date of his death, but in no event later
than the expiration date specified in Section 5(d).
(b) If a Participant ceases to be a non-employee director
of the Company by reason of Retirement, his or her 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 later than the expiration date specified in
Section 5(d).
(c) If a Participant ceases to be a non-employee director
of the Company by reason of Early Retirement, his or her 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 later than the expiration date
specified in Section 5(d).
(d) If a Participant ceases to be a non-employee director
of the Company for any reason other than those set forth in
Sections 7(a), 7(b) and 7(c) above, his or her non-vested
options shall be forfeited, and his or her vested options may be
exercised by the person or persons to whom the
Participants rights under the option pass by will or
applicable law or if no person has that right, by his executors
or administrators, at any time, or from time to time, within
ninety (90) days the date of such cessation of service, but
in no event later than the expiration date specified in
Section 5(d).
8. Adjustment of Shares. 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 stockholders, merger, consolidation or other
corporate transactions which would result in a substantial
dilution or enlargement of the rights or economic benefits
inuring to Participants hereunder, the Committee shall make such
equitable adjustments as it may deem appropriate in the Plan and
the outstanding stock options, including, without limitation,
any adjustment in the total number of shares of Common Stock
which may thereafter be available under the Plan
and/or in
the number of shares annually granted to Participants pursuant
to Section 5(b) hereof.
9. Securities Law
Requirements. The Company may require option
holders, as a condition of either the grant or the exercise of
an option, to represent and establish to the satisfaction of the
General Counsel of the Company that all shares of Common Stock
acquired upon the exercise of such option will be acquired for
investment and not for resale. The Company may refuse to permit
the sale or other disposition of any shares acquired pursuant to
any such representation until it is satisfied that such sale or
other disposition would not be in contravention of applicable
state or federal securities law.
10. 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.
11. Amendment. The Board of
Directors may, by resolution, amend or revise the Plan, except
that such action shall not be effective without stockholder
approval if such stockholder approval is required by law or
under the rules and regulations of any stock exchange or other
securities market on which the Common Stock is listed or
authorized for quotation. The Board of Directors may not alter
or impair any options previously granted under the Plan without
the consent of the holders thereof, except in accordance with
the provisions of Section 8.
12. Termination. The Plan shall
terminate on the tenth (10th) anniversary of the Effective Date,
unless it is sooner terminated by the Board of Directors. The
Board of Directors may terminate the Plan at any time, in whole
or in part, in its sole discretion. Termination of the Plan
shall not affect options previously granted under the Plan.
13. Effective Date. The Plan shall be
effective on the date it is approved by the Companys
shareholders.