Exhibit 99.1
POLARIS INDUSTRIES INC.
1995 STOCK OPTION PLAN
Amended and Restated as of January 22, 2004
1. Purpose of the Plan . The purpose of
the Polaris Industries Inc. 1995 Stock Option Plan (the
“PLAN”) is to promote the interest of Polaris
Industries Inc. (the “COMPANY”) and its subsidiaries
(the “SUBSIDIARIES”) by (i) attracting and
retaining employees, consultants and independent contractors of
outstanding ability, (ii) motivating employees, consultants
and independent contractors, by means of performance-related
incentives, to achieve longer-range performance goals and
(iii) enabling employees, consultants and independent
contractors to participate in the long-term growth and financial
success of the Company.
2. Administration . The Plan shall be
administered by the Compensation Committee (the
“COMMITTEE”) of the Board of Directors of the Company
(the “BOARD”). The Committee shall have the sole and
absolute power, authority and discretion to interpret the Plan, to
prescribe, amend and rescind rules and regulations to further the
purposes of the Plan, and to make all other determinations
necessary for the administration of the Plan. All such actions by
the Committee shall be final and binding. To the extent permitted
by law, 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.
3. Incentive and Nonqualified Stock Options
. Awards under the Plan may be in the form of stock options
(“OPTIONS”) which qualify as “incentive stock
options” (“INCENTIVE STOCK OPTIONS”) within the
meaning of Section 422 or any successor provision of the
Internal Revenue Code of 1986, as amended (the “CODE”),
or stock options which do not so qualify (“NONQUALIFIED STOCK
OPTIONS”). Each award of an Option shall be designated in the
applicable award agreement as an Incentive Stock Option or a
Nonqualified Stock Option, as appropriate.
4. Shares Subject to the Plan . Options
in respect of an aggregate of up to 8,200,000 shares of the Common
Stock of the Company, par value $.01 per share (the “COMMON
STOCK”), as adjusted for the two-for-one split of the
Company’s Common Stock to be effected on March 1, 2004,
shall be available for award under the Plan. In any calendar year
during the term of this Plan, no employee shall be awarded Options
in respect of more than 1,200,000 shares of Common Stock. No more
than 8,200,000 shares of Common Stock may be issued pursuant to
Incentive Stock Option awards. If any Option shall cease to be
exercisable in whole or in part for any reason, the shares which
were covered by such Option but as to which the Option had not been
exercised shall again be available under the Plan. Shares issuable
under the Plan shall be made available from authorized and unissued
or previously issued and outstanding shares of Common Stock
reacquired by the Company.
5. Participants; Option Awards . The
Committee shall determine and designate from time to time those
employees, consultants and independent contractors of the Company
and the Subsidiaries who shall be awarded Options under the Plan
and the number of shares of Common Stock to be covered by each such
Option. Incentive Stock Options may be awarded only to individuals
who, on the date of grant, are employees of the Company or any of
its Subsidiaries. In making its determinations, the Committee
shall
take
into account the present and potential contributions of the
respective employees, consultants and independent contractors to
the success of the Company and the Subsidiaries, and such other
factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan. Each Option award shall be
evidenced by an award agreement in such form as the Committee shall
approve from time to time.
6. Fair Market Value . For all purposes
under the Plan, the term “FAIR MARKET VALUE” shall
mean, as of any applicable date: (i) if the Common Stock is
listed on a national securities exchange or is authorized for
quotation on the National Association of Securities Dealers
Inc.’s NASDAQ National Market System
(“NASDAQ/NMS”), the closing price, regular way, of the
Common Stock on such exchange or NASDAQ/NMS, as the case may be, or
if no such reported sale of the Common Stock shall have occurred on
such date, on the next preceding date on which there was such a
reported sale; or (ii) if the Common Stock is not listed for
trading on a national securities exchange or authorized for
quotation on NASDAQ/NMS, the closing bid price as reported by the
National Association of Securities Dealers Automated Quotation
System (“NASDAQ”), or if no such prices shall have been
so reported for such date, on the next preceding date for which
such p
