POLARIS INDUSTRIES INC/MN (Form: 8-K, Received: 07/13/2015 17:25:34)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2015

POLARIS INDUSTRIES INC.

(Exact name of Registrant as specified in its charter)

Minnesota	1-11411	41-1790959
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Medina, Minnesota 55340

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2015, Mr. Michael Malone informed Polaris Industries Inc. (the “Company”) of his intention to retire from his current position as Vice President—Finance and Chief Financial Officer effective August 3, 2015. Mr. Malone has agreed to thereafter transition to serve in the position of Executive Vice President—Polaris Financial Services through March 1, 2016. On March 2, 2016, Mr. Malone will further transition to a non-officer role and will continue to provide advice and counsel on a limited basis through March 1, 2018 on matters related to the financial services business and other matters within his experience and expertise as requested by the Chief Executive Officer. During his employment as a non-officer, Mr. Malone will be paid an annual base salary of $75,000. Additionally, Mr. Malone will receive a lump sum payment in the amount of $293,334 in March of each of 2016, 2017 and 2018, respectively. Mr. Malone will continue to be eligible to participate in benefit programs generally available to management-level employees during his employment, but will not be eligible to receive any new equity or cash incentive awards on or after January 1, 2016. A copy of the Company’s press release announcing this event is attached as Exhibit 99.1 and is incorporated herein by reference.

On July 13, 2015, the Company announced that Mr. Michael Speetzen will be appointed to the position of Executive Vice President—Finance and Chief Financial Officer effective August 3, 2015. Pursuant to the terms of the offer letter between the Company and Mr. Speetzen, he will receive an annual base salary of $550,000, an annual target cash incentive equal to 100% of his base salary (an amount which will be guaranteed for the 2015 performance period), a $200,000 signing bonus (subject to pro rata repayment if he voluntarily terminates employment within 24 months), a stock option award with respect to 12,000 shares, a restricted stock unit (RSU) award with respect to 20,000 shares, and a performance restricted stock unit (PRSU) award under which the maximum number of shares he may earn will be determined based on two times his prorated 2015 annual base salary divided by our closing stock price on August 3, 2015. The stock option award will vest as to 50% of the shares on each of the second and fourth anniversaries of the grant date, and the RSU award will vest as to 50%, 25% and 25% of the units on the first three anniversaries of the grant date. The PRSU award will vest to the extent earned (based on performance goals consistent with those to which other executive officers are subject) following completion of the 2015-2017 performance period. Mr. Speetzen will also be party to a severance agreement in the form currently provided to the Company’s executive officers, and will participate in benefit programs generally available to other executive officers. A copy of the Company’s press release is attached as Exhibit 99.2 and is incorporated herein by reference.

On July 9, 2015, the Compensation Committee of the Board of Directors approved forms of Restricted Stock Unit Award, Performance-Based Restricted Stock Unit Award and Option Award agreements for use under the Company’s Amended and Restated 2007 Omnibus Incentive Plan, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.

Item 9.01 Financial Statements and Exhibits.

10.1	Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) Restricted Stock Unit Award form of agreement.

10.2	Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) Performance-Based Restricted Stock Unit Award form of agreement.

10.3	Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) Stock Option Award form of agreement.

99.1	Press Release dated July 13, 2015 of Polaris Industries Inc.

99.2	Press Release dated July 13, 2015 of Polaris Industries Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	POLARIS INDUSTRIES INC


		/s/ Stacy L. Bogart
		Stacy L. Bogart
		Vice President – General Counsel and Secretary


10.1		Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) Restricted Stock Unit Award form of agreement

10.2		Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) Performance-Based Restricted Stock Unit Award form of agreement

10.3		Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) Stock Option Award form of agreement

99.1		Press Release dated July 13, 2015 of Polaris Industries Inc.

99.2		Press Release dated July 13, 2015 of Polaris Industries Inc.

Exhibit 10.1

POLARIS INDUSTRIES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Participant: _______________________

In accordance with the terms of the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) (the "Plan"), Polaris Industries Inc. (the “Company”) hereby grants to you, the Participant named above, an award of Restricted Stock Units involving the number of such Units set forth in the table below. The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page, the Award Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Number of Restricted Stock Units Granted:	_____________
Grant Date:	_____________, 20__
Vesting Schedule:	Vesting Date Number of Units That Vest __________, 20__ ______ __________, 20__ ______ __________, 20__ ______

All terms, provisions and conditions applicable to Restricted Stock Unit Awards set forth in the Plan and not set forth in this Agreement are incorporated by reference into this Agreement.

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company , you agree to all of the terms and conditions contained in this Agreement and in the Plan. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding your rights and obligations in connection with this Restricted Stock Unit Award.

Agreed:		POLARIS INDUSTRIES INC.


Participant
Attachment: Award Terms and Conditions

Polaris Industries Inc.

2007 Omnibus Incentive Plan

(As Amended and Restated April 30, 2015)

Restricted Stock Unit Award Agreement

Award Terms and Conditions

Award of Restricted Stock Units . The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of the number of Restricted Stock Units identified on the cover page of this Agreement (the "Units"). Each Unit represents the right to receive one Share of the Company’s common stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.

Restrictions Applicable to Units . Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 2 shall be void and ineffective. The Units and your right to receive Shares in settlement of the Units under this Agreement shall be subject to forfeiture except to extent the Units have vested as provided in Section 4.

No Shareholder Rights . The Units subject to this Award do not entitle you to any rights of a shareholder of the Company’s common stock. You will not have any of the rights of a shareholder of the Company in connection with the grant of Units subject to this Agreement unless and until Shares are issued to you upon settlement of the Units as provided in Section 5.

Vesting and Forfeiture of Units . The Units shall vest at the earliest of the following times and to the degree specified. For purposes of this Agreement, use of the terms “employment” and “employed” refers to providing services to the Company and its Affiliates in the capacity of an Employee, Nonemployee Director or Third-Party Service Provider.

(a)

Scheduled Vesting . The Units shall vest in accordance with the Vesting Schedule set forth on the cover page to this Agreement, so long as your employment has been continuous since the Grant Date.

(b)

Change of Control . If a Change of Control occurs while you continue to be employed and before all of the Units have otherwise vested in accordance with the Vesting Schedule, then the following shall apply:

(1)

If this Award is continued, assumed or replaced in connection with a Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Change of Control, then all of the Units subject to this Award shall vest as of the termination date.

(2)

If this Award is not continued, assumed or replaced in connection with a Change of Control, then all of the Units subject to this Award shall vest as of the date of the Change of Control.

For purposes of this Section 4(b), “Good Reason” means, without your express written consent, (i) any material reduction in the scope of your authority, duties or responsibilities; (ii) any material reduction in your base compensation; (iii) any material change in the geographic location of your principal place of employment; or (iv) any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the initial occurrence of one or more of the events under clauses (i) through (iv) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you

(c)

Forfeiture of Unvested Units . If your employment terminates prior to the final scheduled Vesting Date under circumstances other than as set forth in Section 4(b), all unvested Units shall immediately be forfeited.

Settlement of Units . After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than the later of (i) the end of the calendar year in which such Units vest or (ii) the 15 th day of the third calendar month after the vesting date), cause to be issued and delivered to you, or to your designated beneficiary or estate in the event of your death, one Share in payment and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided, or by the electronic delivery of the Shares to a designated brokerage account, shall be subject to satisfaction of withholding tax obligations as provided in Section 6 and compliance with all applicable legal requirements as provided in Section 21.6 of the Plan, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issuance and delivery of the Shares to you, and all fees and expenses incurred by it in connection therewith.

Withholding Taxes . The Company will notify you of the amount of any federal, state, local or foreign withholding taxes (including social insurance contributions) that must be paid in connection with the vesting or settlement of the Units. The Company (or any Affiliate employing you) may deduct such amount from your regular salary payments or other compensation otherwise due and owing to you. If the full amount of the withholding taxes cannot be timely recovered in this manner, you must immediately remit the deficiency to the Company upon the receipt of the Company’s notice. If you wish to satisfy some or all of such withholding taxes by delivering Shares you already own or by having the Company retain a portion of the Shares that would otherwise be issued to you in settlement of vested Units, you must make such a request in accordance with Section 19.2 of the Plan which shall be subject to approval by the Committee. The Company may withhold the issuance to you of any and all Shares to which you are otherwise entitled under this Agreement until you have satisfied the applicable tax withholding obligations.

Compensation Recovery . Notwithstanding any other provision of this Agreement, this Award and any Shares or cash received in settlement thereof shall, to the extent applicable, be subject to (i) the Company’s Policy Regarding Executive Incentive Compensation Recoupment as in effect from time to time, including any amendments or revisions thereto adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and the rules promulgated by the Securities and Exchange Commission and the New York Stock Exchange thereunder; and (ii) forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the Sarbanes-Oxley Act of 2002 if you are one of the individuals expressly subject to such Section 304 or if you knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct which resulted in material noncompliance by the Company with any financial reporting requirement under the securities laws and as a result of which the Company was required to prepare an accounting restatement.

Governing Plan Document . This Agreement and Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

9.	Binding Effect . This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

10.

Entire Agreement; Amendment; Severability . This Agreement and the Plan embody the entire understanding of the parties regarding the subject matter hereof and shall supersede all prior agreements and understandings, oral or written, between the parties with respect thereto. Except as otherwise provided in Section 17.4 of the Plan, no change, alteration or modification of this Agreement may adversely affect in any material way your rights under this Agreement without your prior written consent. If any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby.

11.

Certain References . References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Units may be transferred by will or the laws of descent and distribution, shall be deemed to include such person or persons.

12.

Notices . Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including electronically) to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company, Attn: Vice President – Human Resources, at its office at 2100 Highway 55, Medina, Minnesota 55340, and all notices or communications by the Company to you may be given to you personally or may be mailed or delivered to you at the address indicated in the Company's records as your most recent address.

13.	Choice of Law . This Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).

14.	Section 409A . Nothwithstanding any other provision of this Agreement, to the extent this Award constitutes a deferral of compensation subject to Code Section 409A:

(a)

For purposes of any amount that becomes vested and payable upon a termination of employment, a termination of employment will be deemed to have occurred only at such time as you have experienced a “separation from service” as such term is defined for purposes of Code Section 409A.

(b)

If any amount subject to this Award shall become vested and payable as a result of your separation from service at such time as you are a “specified employee” within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after your separation from service or (ii) your death. Unless the Committee has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified in accordance with the default provisions specified under Code Section 409A.

(c)

A Change of Control shall be deemed to have occurred only after giving effect to the last sentence of Section 2.7 of the Plan.

15.

Electronic Delivery and Acceptance . The Company may deliver any documents related to this Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

16.	Appendix . This Award and the Shares acquired under the Plan upon settlement of the Units shall be subject to any and all special terms and provisions, if any, as set forth in the Appendix for your country of residence, which Appendix is incorporated into and made a part of this Agreement.

By signing the cover page of this Agreement or otherwise accepting this Award in a manner approved by the Company, you agree to all the terms and conditions contained in this Agreement and in the Plan document.

Exhibit 10.2

POLARIS INDUSTRIES INC.

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

Participant: _______________________

In accordance with the terms of the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) (the "Plan"), Polaris Industries Inc. (the “Company”) hereby grants to you, the Participant named above, an award of Performance Restricted Stock Units involving the number of such Units set forth in the table below. The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page, the Award Terms and Conditions on the following pages and the attached Exhibit A , and in the Plan document, a copy of which has been provided to you. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future .

Number of Performance Restricted Stock Units Granted:	____________
Grant Date:	____________, 20__
Scheduled Vesting Date:	The date described in Section 4(a) of the Agreement
Performance Period:	____________, 20__ - ___________, 20__
Performance Goals:	See Exhibit A

All terms, provisions and conditions applicable to Performance Restricted Stock Unit Awards set forth in the Plan and not set forth in this Agreement are incorporated by reference into this Agreement.

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding your rights and obligations in connection with this Performance Restricted Stock Unit Award.

Agreed:		POLARIS INDUSTRIES INC.


Participant
Attachment: Award Terms and Conditions Exhibit A

Polaris Industries Inc.

2007 Omnibus Incentive Plan

(As Amended and Restated April 30, 2015)

Performance Restricted Stock Unit Award Agreement

Award Terms and Conditions

Award of Performance Restricted Stock Units . The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of the number of Performance Restricted Stock Units identified on the cover page of this Agreement (the "Units"). Each Unit represents the right to receive one Share of the Company’s common stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.

Vesting and Forfeiture of Units . The Units shall vest at the earliest of the following times and to the degree specified. For purposes of this Section 4, use of the terms “employment” and “employed” refers to providing services to the Company and its Affiliates in the capacity of an Employee, Nonemployee Director or Third-Party Service Provider.

(a)

Scheduled Vesting . The number of Units that have been earned during the Performance Period shall be eligible to vest on the Scheduled Vesting Date, so long as your employment has been continuous since the Grant Date. The actual number of earned Units that will vest on the Scheduled Vesting Date will be determined by the Committee as provided in Exhibit A . For these purposes, the “Scheduled Vesting Date” means the date the Committee certifies (i) the degree to which the applicable performance goals for the Performance Period have been satisfied, (ii) the number of Units that have been earned during the Performance Period as provided in Exhibit A , and (iii) the number of Units that will vest as determined in accordance with Exhibit A , which certification shall occur no later than March 15 of the calendar year immediately following the calendar year during which the Performance Period ended.

(b)

Retirement . If your employment terminates by reason of your Retirement prior to the Scheduled Vesting Date, then you will be entitled to have vest on the Scheduled Vesting Date a pro rata portion of the Units that would otherwise have been determined to vest on the Scheduled Vesting Date in accordance with Exhibit A if you had remained continuously employed until the Scheduled Vesting Date. The pro rata portion shall be determined by multiplying the number of Units that would otherwise have been determined to vest by a fraction whose numerator is the number of full calendar months during the Performance Period prior to your employment termination date and whose denominator is thirty-six (36). For these purposes, “Retirement” shall mean any termination of your employment, other than termination for Cause, that occurs (i) at least twelve (12) months after the Grant Date, and (ii) at or after you reach the age of fifty-five (55) and have completed at least [ten (10)] [five (5)] years of continuous employment, provided that you give the Company written notice that you are considering retirement at least one year prior to the date of termination.

(c)

Severance Agreement . If your employment terminates prior to the Scheduled Vesting Date at a time when you are party to a severance agreement with the Company, and if such termination of employment constitutes a “Non-Change in Control Termination” as defined in the severance agreement, then you will be entitled to have vest on the Scheduled Vesting Date a pro rata portion of the Units that would otherwise have been determined to vest on the Scheduled Vesting Date in accordance with Exhibit A if you had remained continuously employed until the Scheduled Vesting Date. The pro rata portion shall be determined in the same manner as provided in Section 4(b).

(d)

Change of Control . If a Change of Control occurs after the Grant Date but before the Scheduled Vesting Date and while you continue to be employed, then the following shall apply:

(1)

If the Change of Control occurs on or after the last day of the Performance Period, the number of Units determined to have been earned as of the end of the Performance Period in accordance with Exhibit A shall vest as of the date of the Change in Control.

(2)

If the Change of Control occurs before the last day of the Performance Period, and if this Award is continued, assumed or replaced in connection with the Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Change of Control, then one-third of the Units shall vest as of the termination date if the termination occurs during the third year of the Performance Period, one-sixth of the Units shall vest as of the termination date if the termination occurs during the second year of the Performance Period, and no Units shall vest if the termination occurs during the first year of the Performance Period.

(3)

If the Change of Control occurs before the last day of the Performance Period, and if this Award is not continued, assumed or replaced in connection with the Change of Control, then one-third of the Units shall vest as of the date of the Change of Control if the Change of Control occurs during the third year of the Performance Period, one-sixth of the Units shall vest as of the date of the Change of Control if the Change of Control occurs during the second year of the Performance Period, and no Units shall vest if the Change of Control occurs during the first year of the Performance Period.

For purposes of this Section 4(d), “Good Reason” means, without your express written consent, (i) any material reduction in the scope of your authority, duties or responsibilities; (ii) any material reduction in your base compensation; (iii) any material change in the geographic location of your principal place of employment; or (iv) any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the initial occurrence of one or more of the events under clauses (i) through (iv) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you.

(e)

Forfeiture of Unvested Units . To the extent any of Sections 4(a) through (d) is applicable to this Award, any Units that do not vest on the applicable vesting date as provided therein shall immediately be forfeited. If your employment terminates prior to the Scheduled Vesting Date under circumstances other than as set forth in Sections 4(b) through (d), all unvested Units shall immediately be forfeited.

Settlement of Units . After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than March 15 of the year following the calendar year in which such Units vest), cause to be issued and delivered to you, or to your designated beneficiary or estate in the event of your death, one Share in payment and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided, or by the electronic delivery of the Shares to a designated brokerage account, shall be subject to satisfaction of withholding tax obligations as provided in Section 6 and compliance with all applicable legal requirements as provided in Section 21.6 of the Plan, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issuance and delivery of the Shares to you, and all fees and expenses incurred by it in connection therewith.

Compensation Recovery . Notwithstanding any other provision of this Agreement, this Award and any Shares or cash received in settlement thereof shall be subject to (i) the Company’s Policy Regarding Executive Incentive Compensation Recoupment as in effect from time to time, including any amendments or revisions thereto adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and the rules promulgated by the Securities and Exchange Commission and the New York Stock Exchange thereunder; and (ii) forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the Sarbanes-Oxley Act of 2002 if you are one of the individuals expressly subject to such Section 304 or if you knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct which resulted in material noncompliance by the Company with any financial reporting requirement under the securities laws and as a result of which the Company was required to prepare an accounting restatement.

9.	Binding Effect . This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

10.

11.

12.

Notices . Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including electronically) to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company (Attention: Vice President – Human Resources) at its office at 2100 Highway 55, Medina, Minnesota 55340, and all notices or communications by the Company to you may be given to you personally or may be mailed or delivered to you at the address indicated in the Company's records as your most recent address.

13.	Choice of Law . This Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).

14.

15.	Appendix . This Award and the Shares acquired under the Plan upon settlement of the Units shall be subject to any and all special terms and provisions, if any, as set forth in the Appendix for your country of residence, which Appendix is incorporated into and made a part of this Agreement.

Exhibit 10.3

POLARIS INDUSTRIES INC.

NONQUALIFIED STOCK OPTION AGREEMENT

Participant: ______________________

In accordance with the terms of the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) (the “Plan”), Polaris Industries Inc. (the “Company”) hereby grants to you, the Participant named above, an Option to purchase from the Company up to the number of shares of the Company’s common stock (the “Common Stock”) set forth in the table below at the specified Option Price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Number of shares of Common Stock subject to the Option:	___________
Grant Date:	___________, 20__
Option Price per share:	$__________
Vesting and Exercise Schedule:	Portion of Shares as to Which Option Date Becomes Vested and Exercisable ___________, 20__ 50% ___________, 20__ 50%
Expiration Date:	Close of business on _____________, 20__

All terms, provisions and conditions applicable to the Option set forth in the Plan and not set forth in this Agreement are incorporated by reference into this Agreement.

Agreed:		POLARIS INDUSTRIES INC.


Participant
Attachment: Option Terms and Conditions

Polaris Industries Inc.

2007 Omnibus Incentive Plan

(As Amended and Restated April 30, 2015)

Nonqualified Stock Option Agreement

Option Terms and Conditions

1.	Nonqualified Stock Option . This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will be interpreted accordingly.

2.	Vesting and Exercisability of Option .

(a)

Scheduled Vesting . This Option will vest and become exercisable as to the number of shares of Common Stock (“Shares”) and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as you have continuously provided service to the Company or any of its Affiliates in the capacity of an Employee, Nonemployee Director or Third-Party Service Provider since the Grant Date. For purposes of this Agreement, use of the terms “employment” and “employed” refers to providing service in any of these capacities to the Company and its Affiliates. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired or been terminated or cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares subject to the vested portion of the Option.

(b)

Change of Control . If a Change of Control occurs after the Grant Date but before the Expiration Date and while you continue to be employed, then the following shall apply:

(1)

If this Award is continued, assumed or replaced in connection with the Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Change of Control, then this Option (or any replacement therefor) shall fully vest as of the termination date, and shall remain exercisable for one year following such termination of employment, but not after the scheduled Expiration Date.

(2)

If this Award is not continued, assumed or replaced in connection with a Change of Control, then this Option shall fully vest and be exercisable as provided in Section 11.1(b) of the Plan.

For purposes of this Section 2(b), “Good Reason” means, without your express written consent, (i) any material reduction in the scope of your authority, duties or responsibilities; (ii) any material reduction in your base compensation; (iii) any material change in the geographic location of your principal place of employment; or (iv) any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the initial occurrence of one or more of the events under clauses (i) through (iv) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you.

(c)

Other Accelerated Vesting . Vesting and exercisability of this Option may be accelerated or extended during the term of the Option under the circumstances described in Section 9 of this Agreement, and at the discretion of the Committee in accordance with Sections 3.2 and 11.2 of the Plan.

3.	Expiration . This Option will expire and will no longer be exercisable on the earliest of:

(a)

The Expiration Date specified on the cover page of this Agreement;

(b)

Termination of your employment with the Company and its Affiliates for Cause;

(c)

The expiration of any applicable period specified in Section 2(b) or 9 of this Agreement during which this Option may be exercised after termination of your employment with the Company and its Affiliates; or

(d)

The date (if any) fixed for termination or cancellation of this Option pursuant to Article 11 of the Plan.

4.	Service Requirement . Except as otherwise provided in Sections 2(b) and 9 of this Agreement, this Option may be exercised only while you continue to be employed by the Company or any Affiliate, and only if you have continuously been so employed since the Grant Date.

Exercise of Option . Subject to Sections 6 and 7 of this Agreement, the vested and exercisable portion of this Option may be exercised in whole or in part by delivering a written or electronic notice of exercise to the Company or the Company’s third-party stock plan administrator (as the Company’s agent), which written or electronic notice must be in a form approved by the Company stating the number of Shares to be purchased, the method of payment of the aggregate Option Price and directions for the delivery of the Shares to be acquired, and must be signed or otherwise authenticated by the person exercising this Option. This Option may also be exercised by such other means as the Committee may approve from time to time, including by providing notice of exercise to the third-party administrator by telephone or by using the third-party administrator’s Internet web site. If you are not the person exercising this Option, the person exercising the Option must also submit appropriate proof of his or her right to exercise this Option. For purposes of this Section 5, “third-party stock option administrator” means E*Trade Financial Corporate Services or, as applicable, any successor designated by the Committee.

6.	Payment of Option Price . When you submit your notice of exercise, you must include payment of the aggregate Option Price of the Shares being purchased through one or a combination of the following methods:

(a)

Cash or its equivalent (including a check payable to the order of the Company);

(b)

To the extent then permitted by the Committee, a broker-assisted cashless exercise in which you irrevocably instruct a broker to deliver proceeds of a sale of all or a portion of the Shares for which the Option is being exercised (or proceeds of a loan secured by such Shares) to the Company in payment of the purchase price of such Shares;

(c)

To the extent then permitted by the Committee, by delivering (either actual delivery or using attestation procedures approved by the Company) to the Company or its designated agent unencumbered Shares having an aggregate Fair Market Value on the date of exercise equal to the purchase price of the Shares for which the Option is being exercised; or

(d)

To the extent then permitted by the Committee, by directing the Company to withhold a number of Shares otherwise issuable to you upon such exercise having an aggregate Fair Market Value on the date of exercise equal to the purchase price of the Shares for which the Option is being exercised.

Withholding Taxes . The Company will notify you of the amount of any federal, state, local or foreign withholding taxes (including social insurance contributions) that must be paid by you in connection with the exercise of the Option. The Company (or any Affiliate employing you) may deduct such amount from your regular salary payments or other compensation otherwise due and owing to you. If the full amount of the withholding taxes cannot be timely recovered in this manner, you must immediately remit the deficiency to the Company upon the receipt of the Company’s notice. If you wish to satisfy some or all of such withholding taxes by delivering Shares you already own or by having the Company retain a portion of the Shares being acquired upon exercise of the Option, you must make such a request in accordance with Section 19.2 of the Plan which shall be subject to approval by the Committee. The Company may withhold the issuance to you of any and all Shares to which you are otherwise entitled under this Agreement until you have satisfied the applicable withholding tax obligations.

Delivery of Shares . As soon as practicable after the Company receives the notice of exercise and payment of the exercise price as provided above, and determines that all other conditions to exercise, including satisfaction of withholding tax obligations and compliance with applicable laws as provided in Section 21.6 of the Plan, have been satisfied, it will arrange for the issuance and delivery of the Shares being purchased. Delivery of the Shares shall be effected by the issuance of a stock certificate, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided, or by the electronic delivery of the Shares to a designated brokerage account. The Company will pay any original issue or transfer taxes with respect to the issuance and delivery of the Shares to you, and all fees and expenses incurred by it in connection therewith.

9.	Termination of Employment . Subject to Section 2(b), if your employment by the Company and its Affiliates terminates before the scheduled Expiration Date and before the Option has been exercised in full, then the following shall apply:

(a)

If your employment terminates for any reason other than disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”), death or Retirement (as defined in Section 9(c)), then any unvested portion of the Option shall terminate on the date your employment terminates and be of no further force and effect.

(b)

Subject to Section 3(b), if your employment terminates for any reason other than Disability, death or Retirement, then any vested portion of the Option that has not yet been exercised on the date of termination shall continue to be exercisable for a period of thirty (30) days after such date, but not after the scheduled Expiration Date.

(c)

If your employment terminates by reason of your Retirement, then any unvested portion of the Option shall vest and become exercisable immediately upon such Retirement, and (ii) the portion of the Option that has not yet been exercised shall remain exercisable until the scheduled Expiration Date. For these purposes, “Retirement” shall mean any termination of your employment with the Company, other than termination for Cause, that occurs (i) at least twelve (12) months after the Grant Date, and (ii) at or after you reach the age of fifty-five (55) and have completed at least [ten (10)] [five (5)] years of continuous service with the Company, provided that you give the Company written notice that you are considering retirement at least one year prior to the date of termination.

(d)

If your employment terminates by reason of your death or Disability, then (i) any unvested portion of the Option shall vest immediately and become exercisable; and (ii) the portion of the Option that has not yet been exercised shall remain exercisable for a period of one (1) year following the date of termination of employment, but not after the scheduled Expiration Date.

10.

Transfer of Option . During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option. You may not assign or transfer this Option other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Article 15 of the Plan . Following any such transfer, this Option shall continue to be subject to the same terms and conditions that were applicable to this Option immediately prior to its transfer and may be exercised by such permitted transferee as and to the extent that this Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement. Whenever you are referred to in any provision of this Agreement under circumstances where the provision should logically be construed to apply to any permitted transferee of the Option, such references will be deemed to include such person or persons.

11.

12.

Governing Plan Document . This Agreement and Option Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

13.	Binding Effect . This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

14.

15.

Entire Agreement; Amendment; Severability . This Agreement and the Plan embody the entire understanding of the parties with respect to this Option Award, and supersede all other oral or written agreements or understandings between you and the Company regarding the subject matter hereof. Except as otherwise provided in Section 17.4 of the Plan, no change, alteration or modification hereof may adversely affect in any material way your rights under this Agreement without your prior written consent. If any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby.

16.	Choice of Law . This Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).

17.

Certain References . References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Option may be transferred by will or the laws of descent and distribution, shall be deemed to include such person or persons.

18.

Electronic Delivery and Acceptance . The Company may deliver any documents related to this Option Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

19.	Appendix . This Option Award and the Shares acquired under the Plan upon exercise of the Option shall be subject to any and all special terms and provisions, if any, as set forth in the Appendix for your country of residence, which Appendix is incorporated into and made a part of this Agreement.

Polaris Industries	Media Contact: Marlys Knutson
2100 Highway 55	Phone: 763/542-0533
Medina, MN 55340-9770	marlys.knutson@polaris.com

FOR IMMEDIATE RELEASE

Michael Malone, Polaris Industries’ Chief Financial Officer Announces Intention to Retire

30 year Career Contributions at Core of Polaris Long-term Success

MINNEAPOLIS (July 13, 2015) – Polaris Industries Inc. (NYSE: PII) today announced that Michael Malone, age 56, has declared his intention to retire as Vice President, Finance and Chief Financial Officer effective August 3 rd , but has agreed to stay on into early 2016 to assume the newly-formed role of Executive Vice President, Polaris Financial Services. Mike’s 30 year Polaris career has been stellar and highly impactful. His leadership tenure spans half of the company’s existence and the value he has added is immeasurable.

“Mike has over 30 years of distinguished service with Polaris, and his contributions to our growth and our culture are innumerable in scope and inestimable in value,” said Scott Wine, Polaris Chairman and CEO. “In an era where the average CFO tenure is about six years, Mike’s 19 years as the financial steward of Polaris are quite remarkable. He joined Polaris in 1984 with an audit background, quickly mastered treasury and has amassed a depth and breadth of global corporate finance experience that has been vital to Polaris’ sustained financial success.”

Wine continued, “His conservative nature and unwavering integrity established Polaris’ financial culture, and his leadership and commitment to talent will support our success for years to come, while his ironclad devotion to improving our company is indelibly stamped on nearly every stage of Polaris’ history. Mike’s commitment to Polaris is further highlighted by his willingness to postpone his retirement and take on the challenge of navigating an unprecedented period of change and complexity in our retail and wholesale financing businesses.”

In over three decades with Polaris, Mike has held various roles of increasing responsibility. He joined the company in 1984 after four years with Arthur Andersen LLP in Minneapolis. He rose through several positions over the next nine years, before his promotion to Vice President and Treasurer of Polaris in January 1993. He held this role until he assumed the Vice President- Finance and Chief Financial Officer position in January 1997.

During Mike’s tenure Polaris has changed dramatically; he began as part of a 20 person finance team and now leads a global organization numbering over 200. Over that time, Polaris’ annual sales have grown from about $50M to nearly $5B, and the stock price now sits near $150, up almost 9000% from its value of $1.67 when Malone drove the Initial Public Offering in 1987. Mike was instrumental in establishing the innovative Polaris Acceptance joint venture structure with GE for U.S. dealer financing in 1997.

“I am truly honored and humbled to have been given the opportunity to lead the finance team and the responsibility to provide value to all Polaris stakeholders for an extended period of time. I am looking forward to enjoying the next stage of my life in retirement with the same passion I have had for the Polaris business the past 30 years” said Malone.

Mike received his BS in Accounting and Business Administration from St. John’s University in 1980, and received his CPA that same year. He, his wife of nearly 32 years Colleen, and their three young adult children spend their leisure time engaging in a variety of outdoor activities, including riding the entire suite of Polaris products. He plans to continue this active lifestyle with his family in retirement.

Polaris is a recognized leader in the powersports industry with annual 2014 sales of $4.5 billion. Polaris designs, engineers, manufactures and markets innovative, high quality off-road consumer and military vehicles, including all-terrain vehicles (ATVs) and the Polaris RANGER ® and RZR ® side-by-side vehicles, snowmobiles, motorcycles and on-road electric/hybrid powered vehicles.

Polaris is among the global sales leaders for both snowmobiles and off-road vehicles and has established a presence in the heavyweight cruiser and touring motorcycle market with the Victory ® and Indian Motorcycle ® and Slingshot® brands. Additionally, Polaris continues to invest in the global Work and Transportation vehicle industry with Global Electric Motorcars (GEM), Goupil Industrie SA, Aixam Mega S.A.S., and internally developed vehicles. Polaris enhances the riding experience with a complete line of Polaris Engineered Parts, Accessories and Apparel, Klim branded apparel and ORV accessories under the Kolpin ® , Cycle Country ® and Pro Armor ® brands.

Polaris Industries Inc. trades on the New York Stock Exchange under the symbol “PII”, and the Company is included in the S&P Mid-Cap 400 stock price index.

Information about the complete line of Polaris products, apparel and vehicle accessories are available from authorized Polaris dealers or anytime at www.polaris.com .

Polaris Industries	Media Contact: Marlys Knutson
2100 Highway 55	Phone: 763/542-0533
Medina, MN 55340-9770	marlys.knutson@polaris.com

FOR IMMEDIATE RELEASE

Polaris Industries Inc. Announces Hiring of Michael Speetzen as Executive Vice President, Finance and Chief Financial Officer

MINNEAPOLIS (July 13, 2015) – Polaris Industries Inc. (NYSE: PII) today announced that Michael Speetzen has been appointed Executive Vice President, Finance and Chief Financial Officer, effective August 3 rd , replacing the retiring Mike Malone. Speetzen has been CFO of Xylem Inc. since 2011, leading the finance organization of a company that does business in over 150 countries and generated 2014 revenue of over $3.9B.

“Mike Speetzen has just about done it all in his 20+ years as a finance professional and business leader. He has taken a spinoff company public, championed billions of dollars’ worth of M&A activity, mastered the intricacies of transacting international business, developed tremendous capital market and treasury insight, and generated significant stakeholder value for both public and private corporations,” said Scott Wine, Polaris Chairman and CEO. “Mike’s combination of world-class financial planning and analysis, strategic acumen and strong leadership will play a huge role in Polaris’ continued growth, and his proven commitment to improving the bottom line will ensure that we meet our strategic objective of profitable growth.”

Wine continued, “We are extremely grateful for the extraordinary career and significant contributions of Mike Malone, who has announced his intention to retire after over 30 years with Polaris, and are confident that Speetzen will hit the ground running thanks to the strong team and robust financial systems and processes developed, implemented and refined during the Malone era.”

Prior to Speetzen’s role as CFO at Xylem Inc., a publicly-traded spinoff of ITT Corporation’s water services businesses, he served as CFO of ITT Fluid and Motion Controls. From 2007 to 2009 Speetzen was CFO of StandardAero, a privately-owned aerospace company. Mike spent 12 years in positions of increasing responsibility with Honeywell International, formerly AlliedSignal.

Mike, his wife Julie, and their four daughters will be transitioning from Connecticut to the Minneapolis area in the coming weeks. He and his family lead an active, high energy lifestyle. He is also active in the community, having previously served on the local boards of both the YMCA and the Partnership for a Drug Free America. Mike earned his Bachelor’s in Management from Purdue, and his MBA from Thunderbird.

Polaris Industries Inc. trades on the New York Stock Exchange under the symbol “PII”, and the Company is included in the S&P Mid-Cap 400 stock price index.

Information about the complete line of Polaris products, apparel and vehicle accessories are available from authorized Polaris dealers or anytime at www.polaris.com .