EXHIBIT 10.4
POLARIS INDUSTRIES INC.
LONG TERM INCENTIVE PLAN
As Amended and Restated
Effective January 22, 2009
1.
Purpose . The Polaris Industries Inc.
Long Term Incentive Plan is intended to increase incentives for
Eligible Employees to attain and maintain the highest standards of
performance, to attract and retain key executives of outstanding
competence and ability, to stimulate the active interest of key
executives in the development and financial success of the Company,
to further the identity of interests of employees with those of the
Company’s shareholders generally and to reward executives for
outstanding performance when certain objectives are achieved. This
amendment and restatement of the Plan is effective as of
January 22, 2009.
2.
Definitions . As used herein, the terms
set forth below shall have the following respective
meanings:
(a)
“Board” means the Board of Directors of the
Company.
(b)
“Business Criteria” means the business criteria
listed in Section 6 of this Plan.
(c)
“Code” means the Internal Revenue Code of 1986,
as amended from time to time.
(d)
“Committee” means the Committee appointed by the
Board to administer the Plan. The Committee shall be constituted at
all times so as to meet the outside director requirements of
Section 162(m) of the Code.
(e)
“Company” means Polaris Industries Inc., a
Minnesota corporation, and its successors and assigns.
(f)
“Effective Date” means January 1,
2004.
(g)
“Eligible Employee” means any employee of the
Company designated by the Committee as an Eligible
Employee.
(h)
“Incentive Compensation Award” means an
incentive compensation award payable under this Plan.
(i)
“Incentive Compensation Award Period” means,
with respect to an Incentive Compensation Award, as determined by
the Committee, the three consecutive calendar years beginning on or
after the Effective Date with respect to which such Incentive
Compensation Award is to be paid.
(j)
“Participant” means, with respect to an
Incentive Compensation Award Period, the Eligible Employees
selected by the Committee to be eligible to receive an Incentive
Compensation Award for such Incentive Compensation Award Period as
provided in Section 5 of this Plan.
(k)
“Performance Objective” means the performance
objective or objectives established pursuant to Section 5 of
the Plan.
(l)
“Plan” means the Polaris Industries Inc. Long
Term Incentive Plan, as it may be amended from time to
time.
3.
Administration . The Committee shall
interpret the Plan, prescribe, amend, and rescind rules relating to
it, select eligible Participants, and take all other actions
necessary for its administration, which actions shall be final and
binding upon all Participants. To the extent permitted by law, all
members of the Board of Directors, including the 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.
Compliance with Sections 162(m) and 409A .
The Plan shall be administered to comply with
Sections 162(m) and 409A of the Code and regulations
promulgated thereunder, and if any Plan provision is found not to
be in compliance with Sections 162(m) and 409A of the Code,
the provision shall be deemed modified as necessary to meet the
requirements of Sections 162(m) and 409A of the
Code.
1
5. Selection
of Participants and Performance Objective .
Prior to the commencement of each Incentive
Compensation Award Period, or at such later time as permitted by
Section 162(m) of the Code and regulations thereunder, the
Committee shall determine in writing (i) the Participants who
shall be eligible to receive an Incentive Compensation Award for
such Incentive Compensation Award Period, (ii) the Performance
Objective, which shall consist of any one or more of the Business
Criteria, and (iii) the formula for computing the amount of
the Incentive Compensation Award payable to each Participant if the
Performance Objective is achieved, which formula shall comply with
the requirements applicable to performance-based compensation plans
under Section 162(m) of the Code. The amount of an Incentive
Compensation Award payable to a Participant may be denominated in
cash and, pursuant to terms established by the Committee, at the
election of a Participant may be adjusted to reflect changes in the
market price of the Company’s common stock during an
Incentive Compensation Award Period, provided that all amounts paid
under the Plan shall be paid in cash.
6. Business
Crit
