FIRST AMENDMENT TO THE ARCTIC CAT INC. 2007 OMNIBUS STOCK AND INCENTIVE PLAN August 7, 2009

EXHIBIT 10.1

FIRST AMENDMENT TO THE
ARCTIC CAT INC. 2007 OMNIBUS STOCK AND INCENTIVE PLAN

August 7, 2009

RECITALS:

A.                                     The Arctic Cat Inc. 2007 Omnibus Stock and Incentive Plan (the “Plan”) was adopted by the Board of Directors of Arctic Cat Inc. (the “Company”) on June 20, 2007, and was approved by the shareholders of the Company on August 8, 2007.

B.                                     The shareholders of the Company amended the Plan on August 6, 2009 to increase the number of shares of Common Stock available for issuance under the Plan.

C.                                     The Board of Directors of the Company, upon recommendation of the Compensation Committee and the Governance Committee, amended the Plan on August 6, 2009 to modify the terms of the annual automatic option grants to non-employee directors of the Company and adopted this First Amendment to the Arctic Cat Inc. 2007 Omnibus Stock and Incentive Plan incorporating the amendments adopted by the shareholders and the Board of Directors.

AMENDMENT:

THEREFORE, the Plan is hereby amended as follows:

1