SEVERANCE, PROPRIETARY INFORMATION AND NONCOMPETITION AGREEMENT

Exhibit 10.b

SEVERANCE, PROPRIETARY INFORMATION
AND NONCOMPETITION AGREEMENT

     THIS SEVERANCE, PROPRIETARY INFORMATION AND NONCOMPETITION AGREEMENT (the “Agreement”), is made and entered into effective as of September ___, 2008 between POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company” or “Polaris”), and Scott W. Wine (the “Employee”).

R E C I T A L S:

     WHEREAS, Employee is accepting employment as Chief Executive Officer of the Company; and

     WHEREAS, as an inducement to accept employment and to enhance the loyalty and performance of Employee with the Company, the Company desires to provide the Employee with certain compensation and benefits in the event a termination of employment under the circumstances set forth herein. Additionally, as a condition of employment, Employee has agreed to enter into a proprietary information and noncompetition covenant in favor of the Company.

     NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein, the parties hereby agree as follows:

          1. Definitions. As used in this Agreement, these terms shall have the following meanings:

          (a) Cause. For purposes of this Agreement only, “Cause” means (i) the willful and continued or repeated failure by Employee to substantially perform his duties as Chief Executive Officer of the Company (other than as a result of incapacity due to physical or mental illness) after written demand for substantial performance has been delivered by the Board of Directors of Polaris which specifically identifies the manner in which Employee has failed to substantially perform his duties; (ii) Employee engages in gross negligence, illegal conduct or gross misconduct which is material and demonstrably injurious to the Company; or (ii) Employee is convicted of, or enters a plea of guilty or nolo contendere with respect to, a felony.

          (b) Change in Control. A “Change in Control” shall be deemed to have occurred if, prior to the Termination Date (as defined below):

          (i) Any election has occurred of persons to the Board that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board on January 1, 2008 and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board on January 1, 2008; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by

persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board 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

          (ii) 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 (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or

          (iii) A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or 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.

As used herein, “Company Voting Securities” means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board.

          (c) Change in Control Termination. “Change in Control Termination” shall have the meaning set forth in Paragraph 2.

          (d) Good Reason. “Good Reason” means any of (i) a material reduction or diminution of Employee’s title or in the scope of Employee’s authority and responsibility as an executive of Polaris (other than isolated, insubstantial actions not taken in bad faith, which are remedied by the Company upon notice to the Company); (ii)  a material reduction in Employee’s base compensation; (iii) a material change in the geographic location of the Employee’s principal place of employment other than as part of a change of the Company’s principal executive offices; or (iv) the Company otherwise fails to perform any of its material obligations to Employee. The Employee must give the Company notice of the existence of Good Reason during the 90-day period beginning on the date of the initial existence of Good Reason. If the Company remedies the condition giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist and the Employee will not be entitled to terminate employment for Good Reason.

          (e) Incentive Compensation Award. “Incentive Compensation Award” shall have the meaning set forth in the LTIP.

          (f) Incentive Compensation Award Period. “Incentive Compensation Award Period” shall have the meaning set forth in the LTIP.

          (g) LTIP. “LTIP” means the Polaris Industries Inc. Long Term Incentive Plan.

          (h) Non-Change in Control Termination. “Non-Change in Control Termination” shall have the meaning set forth in Paragraph 3.

          (i) Participant. “Participant” shall have the meaning set forth in the LTIP.

          (j) Senior Executive Incentive Plan. “Senior Executive Incentive Plan” means the Polaris Industries Inc. Senior Executive Annual Incentive Plan.

          (k) Termination Date. “Termination Date” means the date on which the Employee’s employment with the Company is terminated.

          2. Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his or her employment for Good Reason or the Employee’s employment is terminated by the Company for any reason other than for Cause (a “Change in Control Termination”), then the Employee shall be entitled to the following severance benefits:

          (a) Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than thirty (30) days after the Termination Date, in an amount equal to (i) two times Employee’s average annual cash compensation (including base salary and cash bonuses, but excluding the award or exercise of stock options or stock grants) for the three fiscal years (or lesser number of fiscal years if the Employee’s employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination, plus (ii) the amount of the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and if the amount otherwise payable to the Employee under this Paragraph 2(a) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid at the end of such six-month period.

          (b) Unpaid Annual Bonus Payment for Prior Fiscal Year upon Termination upon Change in Control. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan for work performed in any preceding fiscal year has been paid, the Company shall, in addition to the payment to be made pursuant to Paragraphs 2(a) and 2(c), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable and such amount shall be included in the calculation of the payment to be made pursuant to Paragraphs 2(a) and 2(c).

          (c) Annual Bonus Payment for Fiscal Year in which Change in Control Termination Occurs. If the Change in Control Termination occurs after June 30 of the fiscal year of the Company in which the Termination Date occurs, the Company shall, in addition to payments to be made pursuant to Paragraphs 2(a) and 2(b), pay to the Employee the average amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for the three fiscal years (or lesser number of fiscal years if the Employee’s employment has been of shorter duration) of the Company immediately preceding the Change in Control Termination multiplied by a fraction, the numerator of which is the number of full calendar months of the fiscal year of the Company prior to the Termination Date, and the denominator of which is twelve.

          3. Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee terminates his or her employment for Good Reason or the Employee’s employment is terminated by the Company for any reason other than for Cause (a “Non-Change in Control Termination”), and such termination does not occur upon or within twenty-four (24) months after a Change in Control such that a Change in Control Termination shall have occurred, then the Employee shall, subject to the conditions set forth in Paragraph 4, be entitled to the following severance benefits:

          (a) Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to the sum of (A) an amount equal to 100% of the Employee’s annual base salary as of the Termination Date plus (B) the amount of the cash incentive award that was paid to the Employee under the Senior Executive Incentive Plan for work performed in the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, which amount shall be payable over a period of one year beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices, and (ii) a lump cash payment, no later than thirty (30) days after the Termination Date, in an amount equal to the Employee’s earned but unused vacation time. If the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder), and if the amount otherwise payable to the Employee under this Paragraph 3(a) during the six-month period beginning on the Termination Date exceeds two times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Internal Revenue Code, then such excess amount shall be paid at the end of such six-month period.

          (b) Unpaid Annual Bonus Payment for Prior Fiscal Year upon Non-Change in Control Termination. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan for work performed in any preceding fiscal year has been paid, the Company shall, in addition to the payments to be made pursuant to Paragraphs 3(a) and 3(c), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable and such amount shall be included in the calculation of the payment to be made pursuant to Paragraphs 3(a) and 3(c).

          (c) Annual Bonus Payment for Fiscal Year in which Non-Change in Control Termination Occurs. If the Non- Change in Control Termination occurs after June 30 of the fiscal year of the Company in which the Termination Date occurs, the

Company shall, in addition to payments to be made pursuant to Paragraphs 3(a) and 3(b) , pay to the Employee the amount of the cash incentive award that was paid to the Employee under the Senior Executive Incentive Plan for work performed in the fiscal year immediately preceding the fiscal year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of full calendar months of the fiscal year of the Company prior to the Termination Date, and the denominator of which is twelve.

          (d) LTIP Payment. If the Termination Date occurs before the Employee receives payment of an Incentive Compensation Award, the Employee shall receive payment with respect to such Incentive Compensation Award, in the same form and at the same time as would have otherwise been payable to him or her as a Participant in the LTIP (notwithstanding the provisions of Section 11 of the LTIP) had he or she remained employed by the Company through the end of the Incentive Compensation Award Period applicable to such Incentive Compensation Award and had he or she been employed on the date on which such Incentive Compensation Award is paid. The amount payable to the Employee with respect to such Incentive Compensation Award pursuant to this Paragraph 3 shall be equal to the amount that would otherwise have been payable to the Employee with respect to such Incentive Compensation Award had the Employee remained continuously employed by the Company through the end of the Incentive Compensation Award Period and had he or she been employed on the date on which such Incentive Compensation Award is paid, multiplied by a fraction, the numerator of which is the number of full calendar years of the Incentive Compensation Award Period prior to the Termination Date, and the denominator of which is three.

          (e) COBRA Premium. If the Employee elects to receive COBRA benefits upon termination the Company shall pay the premium for coverage of the Employee and the Employee’s eligible spouse and/or dependents under the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the one-year period beginning on the Termination Date.

          (f) Outplacement Counseling. The Company shall provide the Employee with reasonable executive outplacement services, in accordance with Company policy for senior executives as in effect on the Termination Date.

          4. Condition to Receipt of Severance Benefits under Paragraphs 2 and 3. As a condition to receiving any severance benefits in connection with a Change in Control Termination under Paragraph 2 or in connection with a Non-Change in Control Termination under Paragraph 3, the Employee shall execute a general waiver and release (the “Waiver and Release”) in substantially the form attached hereto as Exhibit A. The Waiver and Release shall become effective in accordance with the rescission provisions set forth therein.

          5. Benefits in Lieu of Severance Pay. The severance benefits provided for in Paragraphs 2 and 3 are in lieu of any benefits that would otherwise be provided to the Employee under any Company severance pay policy or practice and the Employee shall not be entitled to

any benefits under any Company severance pay policy or practice in the event that severance benefits are paid hereunder.

          6. Rights in the Event of Dispute. In the event of a Change of Control Termination, if there is a claim or dispute arising out of or relating to this Agreement or any breach thereof, regardless of the party by whom such claim or dispute is initiated, the Company shall, in connection with settlement in the Employee’s favor of any such matter or upon payment of any judgment entered in the Employee’s favor, upon presentation of appropriate vouchers, pay all legal expenses, including reasonable attorneys’ fees, court costs, and ordinary and necessary out-of-pocket cost of attorneys, billed to and payable by the Employee or by anyone claiming under or through the Employee.

          7. Other Benefits. The benefits provided under this Agreement shall, except to the extent otherwise specifically provided herein, be in addition to, and not in derogation or diminution of, any benefits that Employee or his or her beneficiary may be entitled to receive under any other contract, plan or program now or hereafter maintained by the Company, or its subsidiaries, including any and all stock options and restricted stock award agreements.

          8. Effect on Employment. Neither this Agreement nor anything contained herein shall be construed as conferring upon Employee the right to continue in the employment of the Company or any of its affiliates, or as interfering with or limiting the right of the Company to terminate the Employee’s employment with or without cause at any time.

          9. Proprietary Information; Covenant Not to Compete.

                    (a) Proprietary Information. Except with the prior written permission of Polaris, the Employee agrees that he will not, through the actual Termination Date of his employment with Polaris and for a period of 60 months thereafter, disclose or use any Proprietary Information (as defined below) of Polaris or any of its subsidiaries of which you become informed during his employment with Polaris, whether or not developed by him, except as required by his duties to Polaris or any of its subsidiaries. Proprietary Information means, as to Polaris or any of its subsidiaries, business plans, operating plans, procedures or manuals, financial statements, projections or reports, or other confidential information of the Company, excluding, however, (i) such information which is then or later becomes generally available to the public other than through the Employee; (ii) such information which is received by the Employee from a third party owing no obligation of confidentiality to Polaris; and (iii) such information which has been or is later disclosed by Polaris to an unrelated third party on a nonconfidential basis. Information does not lose its Proprietary Information status merely because it was known by other persons or entities or because it did not entirely originate with Polaris. Upon termination of Employee’s employment with Polaris for any reason, Employee agrees to deliver to Polaris all materials (in whatever form or format) that include Proprietary Information. Employee agrees and understands that the Proprietary Information and all information contained therein shall be at all times the property of Polaris. Further, upon termination of Employee’s employment for any reason, Employee agrees to make available to any person designated by Polaris or any of its subsidiaries all information concerning pending or preceding transactions which may affect the operation of Polaris or any of its subsidiaries