Attached files
| file | filename |
|---|---|
| EX-32.B - EXHIBIT 32.B - Polaris Inc. | exhibit32b-12312017.htm |
| EX-32.A - EXHIBIT 32.A - Polaris Inc. | exhibit32a-12312017.htm |
| EX-31.B - EXHIBIT 31.B - Polaris Inc. | exhibit31b-12312017.htm |
| EX-31.A - EXHIBIT 31.A - Polaris Inc. | exhibit31a-12312017.htm |
| EX-24 - EXHIBIT 24 - Polaris Inc. | exhibit24-poax12312017.htm |
| EX-23 - EXHIBIT 23 - Polaris Inc. | exhibit23-consentx12312017.htm |
| EX-21 - EXHIBIT 21 - Polaris Inc. | exhibit21-subsidiariesx123.htm |
| EX-10.FF - EXHIBIT 10.FF - Polaris Inc. | exhibit10ff-mussoseverance.htm |
| EX-10.BB - EXHIBIT 10.BB - Polaris Inc. | exhibit10bb-bogartconsulti.htm |
| EX-10.S - EXHIBIT 10.S - Polaris Inc. | exhibit10sformofrestricted.htm |
| EX-10.B - EXHIBIT 10.B - Polaris Inc. | exhibit10bamendmenttothesu.htm |
| 10-K - Polaris Inc. | pii-12312017x10xk.htm |
2100 Highway 55 Scott W. Wine
Medina, MN 55340-9770 Chairman & CEO
763-542-0509
Scott W. Wine
Chairman and CEO
September 28, 2017
Dear Chris:
On behalf of Polaris Industries Inc. (“Polaris” or “Company”), I am pleased to offer you
the position of President, Off Road Vehicles.
I. Title and reporting relationship
Your title is President, Off Road Vehicles. You will report to Scott Wine,
Chairman & CEO.
II. Date of Employment
Your employment date will be October 30, or sooner if possible. Your
employment date will be the effective date for cash incentives and equity awards
as set forth below.
III. Base Salary
Your annual base salary will be $540,000 paid bi-weekly. Your salary will be
reviewed annually, subject to the approval of the Compensation Committee of
the Board of Directors (the “Compensation Committee”). Your salary review date
for 2018 will be April 1.
IV. Cash Incentive Compensation
You will be a “B1” Level under the terms of our Senior Executive Annual
Incentive Plan. Your payment under the Senior Executive Annual Incentive Plan
will be dependent upon your performance and the performance of the Company.
Your target payout for the Senior Executive Annual Incentive Plan will be 100%
of eligible earnings paid during a year, subject to adjustments by the
Compensation Committee.
You will first become eligible for the Senior Executive Annual Incentive Plan for
the 2018 plan year, to be paid in 2019.
V. Sign-on Bonus
You will receive a $550,000 lump sum bonus to be paid as soon as
administratively feasible following your start date.
In the event of your voluntary termination of employment without Good Reason (as defined under the
severance agreement) within twenty-four (24) months from the start of your employment, in signing this
letter you agree to immediately reimburse the Company this signing bonus on a prorated basis, determined
at the rate of 1/24th of the signing bonus amount for each uncompleted full month of employment.
VI. Long Term Incentive Program
You will begin participation in the long term incentive program in 2018. The long
term incentive program may consist of any combination of restricted stock units,
stock options, and/or performance-based restricted stock units. Your total long
term incentive (“LTI”) target, the award mix, and any related performance metrics
are determined each year by the Compensation Committee during the January
meeting. For 2018, we guarantee an LTI equity grant valued at least $1.7 million.
This represents the upper end of the competitive market data for this role.
These awards are subject to all the terms and conditions of the award
agreements and the Polaris Industries Inc. 2007 Omnibus Incentive Plan (the
“Omnibus Plan”).
VII. Restricted Stock Units
You will be granted 30,000 restricted stock units on your start date. The units will
vest 2,500 units on the last day of each quarter beginning the first quarter of
2019 and ending the fourth quarter of 2021.
This award is subject to all the terms and conditions of the form of Restricted
Stock Unit Award Agreement attached hereto as Exhibit A and the Omnibus
Plan.
VIII. Quarterly Payments:
During fiscal year 2018, you will be entitled to receive a cash payment within 30
days following the end of each quarter. The amount of each payment will be
equal to the product of 2,500 multiplied by the closing price of the Company’s
stock as determined on the last business day of the respective quarter. In the
event you are terminated for any reason other than Cause (as defined under the
Omnibus Plan),experience a Change in Control (as defined in your severance
agreement), or you terminate your employment with Good Reason (as defined
under the severance agreement), you will receive a lump sum payment within 75
days of the event equal to the outstanding value of the remaining payments,
determined using the closing price of the Company’s stock on the last day of
employment or the last day the Company’s stock is listed on the exchange.
IX. Benefits & Perquisites
You will be eligible to participate in Polaris’ benefit programs generally offered to
all employees. A copy of the 2017 benefits summary guide is attached hereto as
Exhibit B. You will also be eligible to participate and receive perquisites made
available by Polaris to its executives as set forth in Exhibit C. As an exception to
the perquisites listed in Exhibit C, you will have the use of 12 Polaris products.
The benefits and perquisites are subject to change by the Compensation
Committee.
X. Relocation
You will be eligible for relocation under the Polaris Executive Relocation
program. The handbook is attached as Exhibit D.
XI. Severance Agreement
When you begin employment with Polaris, Polaris will enter into a Severance
Agreement with you in the Form attached as E
Your employment with Polaris is at will and nothing in this offer letter should be
construed as altering that status.
This offer is contingent on your execution and return of the enclosed Non-Competition
and Non-Solicitation Agreement before your first day of employment. On or around your
first day of employment, you will also be required to execute Polaris’ Employee
Proprietary Information and Conflict of Interest Agreement.
Your status as an officer is contingent on approval by the Polaris Board of Directors.
Additionally, all components of this offer are contingent on approval of the Polaris
Compensation Committee. For clarification and the protection of both you and the
Company, this letter, including the exhibits (and any ancillary agreements based on
such exhibits), represents the sole agreement between the parties.
This offer also remains contingent upon verification of employment eligibility pursuant to
regulations issued under the Immigration Reform and Control Act of 1986 and
satisfactory completion of a drug and alcohol test paid by Polaris. We will arrange for
this test once you have agreed to the terms of this offer.
Chris, we are very excited to have you join the Polaris team. Please sign and return a
copy of this letter indicating that you accept our offer and confirming the terms of your
employment. If you agree to this offer, which remains in effect through Monday,
October 2, 2017 please sign and return to Jim Williams at 2100 Highway 55, Medina,
MN 55340.
Very truly yours,
Scott Wine
Chairman & CEO
Accepted and Confirmed:
Date:
Chris Musso
