Common use of Award of Performance Shares Clause in Contracts

Award of Performance Shares. (a) Polaris hereby confirms the grant to the Participant, as of , 2008 (the “Award Date”), the number of shares of Common Stock identified on the cover page of this Agreement (the “Performance Based Restricted Shares”), subject to the restrictions and other terms and conditions set forth herein. (b) As soon as practicable after the Award Date, Polaris shall cause one or more stock certificates representing the Performance Based Restricted Shares to be registered in the name of the Participant. Such stock certificate or certificates shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is listed and any applicable federal or state securities law, and may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. In addition, each certificate representing the Performance Based Restricted Shares shall bear the following legend (the “Agreement Legend”): The sale or transfer of this certificate and the shares of stock represented by this Certificate, whether voluntarily, involuntarily or by operation of law are subject to the terms and conditions (including forfeiture) set forth in the Polaris Industries Inc. 2007 Omnibus Incentive Plan and in the associated Performance Based Restricted Share Award Agreement entered into between the registered owner and Polaris Industries Inc. Copies of such Agreement are on file in the offices of Polaris Industries Inc., 0000 Xxxxxxx 00, Xxxxxx, Xxxxxxxxx 00000. Until the Period of Restriction (as hereinafter defined in Paragraph 3) with respect to the Performance Based Restricted Shares shall have lapsed (i) the certificate or certificates representing the Performance Based Restricted Shares shall be held in custody by the Secretary of Polaris, (ii) such certificates shall be deemed not delivered to the Participant, and (iii) the Participant shall have no interest with respect to the Performance Based Restricted Shares except as expressly provided herein and in the Plan. Simultaneously, with the execution and delivery of this Agreement, the Participant shall deliver to Polaris one or more stock powers endorsed in blank relating to the Performance Based Restricted Shares. Upon expiration of the restrictions applicable to all or any portion of the Performance Based Restricted Shares, subject to Xxxxxxxxx 0, Xxxxxxx shall deliver or cause to be delivered to the Participant a certificate or certificates without the Agreement Legend for those shares to which the restrictions shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Performance Based Restricted Shares, the certificate or certificates representing the forfeited Performance Based Restricted Shares shall be canceled.

Award of Performance Shares. (a) Polaris 1.1. The Trust hereby confirms the grant grants to the ParticipantKey Employee, as of January 1, 2008 1998 (the “"Award Date”"), the number of shares of Common Stock identified on the cover page of this Agreement three hundred thousand (300,000) Shares (the “"Performance Based Restricted Shares”"), subject to the restrictions and other terms and conditions set forth hereinherein and in the Amended Plan. (b) As 1.2. On or as soon as practicable after the Award Date, Polaris the Trust shall cause one or more stock certificates representing the Performance Based Restricted Shares to be registered in the name of the ParticipantKey Employee. Such stock certificate or certificates shall be subject to such a stop-transfer orders order and such other restrictions as the Committee Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. 1.3. In addition, each certificate representing the Performance Based Restricted Shares shall bear the following legend (the “Agreement Legend”): The sale or transfer of this certificate and the shares of stock represented by this Certificate, whether voluntarily, involuntarily or by operation of law are subject to the terms and conditions (including forfeiture) set forth in the Polaris Industries Inc. 2007 Omnibus Incentive Plan and in the associated Performance Based Restricted Share Award Agreement entered into between the registered owner and Polaris Industries Inc. Copies of such Agreement are on file in the offices of Polaris Industries Inc., 0000 Xxxxxxx 00, Xxxxxx, Xxxxxxxxx 00000. Until the Period of Restriction (as hereinafter defined in Paragraph 3) with respect to the Performance Based Restricted Shares shall have lapsed (i) the certificate or certificates representing the Performance Based Restricted Shares shall be held in custody by the Secretary Chief Financial Officer of Polaris, the Trust until the Restriction Period (iias hereinafter defined in Paragraph 4) such certificates shall be deemed not delivered to the Participant, and (iii) the Participant with respect thereto shall have no interest with respect to the Performance Based Restricted Shares except as expressly provided herein and in the Planlapsed. Simultaneously, Simultaneously with the execution and delivery of this Agreement, the Participant Key Employee shall deliver to Polaris the Trust one or more undated stock powers endorsed in blank relating to the Performance Based Restricted Shares. Upon expiration of the restrictions applicable to all or any portion of the Performance Based Restricted Shares, subject to Xxxxxxxxx 0, Xxxxxxx The Trust shall deliver or cause to be delivered to the Participant a certificate Key Employee or, in the case of the Key Employee's death, to the Key Employee's Beneficiary, one or more stock certificates without for the Agreement Legend for those shares appropriate number of Shares, free of all such restrictions, as to which the restrictions herein shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Performance Based Restricted Shares, the certificate or certificates representing the forfeited Performance Based Restricted Shares shall be canceled.

Award of Performance Shares. (a) Polaris 1.1. The Trust hereby confirms the grant grants to the ParticipantKey Employee, as of February 28, 2008 2002 (the “"Award Date”"), the number of shares of Common Stock identified on the cover page of this Agreement Three Thousand Five Hundred (3,500) Shares (the “"Performance Based Restricted Shares”"), subject to the restrictions and other terms and conditions set forth hereinherein and in the Amended Plan. (b) As 1.2. On or as soon as practicable after the Award Date, Polaris the Trust shall cause one or more stock certificates representing the Performance Based Restricted Shares to be registered in the name of the ParticipantKey Employee. Such stock certificate or certificates shall be subject to such a stop-transfer orders order and such other restrictions as the Committee Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. 1.3. In addition, each certificate representing the Performance Based Restricted Shares shall bear the following legend (the “Agreement Legend”): The sale or transfer of this certificate and the shares of stock represented by this Certificate, whether voluntarily, involuntarily or by operation of law are subject to the terms and conditions (including forfeiture) set forth in the Polaris Industries Inc. 2007 Omnibus Incentive Plan and in the associated Performance Based Restricted Share Award Agreement entered into between the registered owner and Polaris Industries Inc. Copies of such Agreement are on file in the offices of Polaris Industries Inc., 0000 Xxxxxxx 00, Xxxxxx, Xxxxxxxxx 00000. Until the Period of Restriction (as hereinafter defined in Paragraph 3) with respect to the Performance Based Restricted Shares shall have lapsed (i) the certificate or certificates representing the Performance Based Restricted Shares shall be held in custody by the Secretary Chief Financial Officer of Polaris, the Trust until the Restriction Period (iias hereinafter defined in Paragraph 4) such certificates shall be deemed not delivered to the Participant, and (iii) the Participant with respect thereto shall have no interest with respect to the Performance Based Restricted Shares except as expressly provided herein and in the Planlapsed. Simultaneously, Simultaneously with the execution and delivery of this Agreement, the Participant Key Employee shall deliver to Polaris the Trust one or more undated stock powers endorsed in blank relating to the Performance Based Restricted Shares. Upon expiration of the restrictions applicable to all or any portion of the Performance Based Restricted Shares, subject to Xxxxxxxxx 0, Xxxxxxx The Trust shall deliver or cause to be delivered to the Participant a certificate Key Employee or, in the case of the Key Employee's death, to the Key Employee's Beneficiary, one or more stock certificates without for the Agreement Legend for those shares appropriate number of Shares, free of all such restrictions, as to which the restrictions herein shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Performance Based Restricted Shares, the certificate or certificates representing the forfeited Performance Based Restricted Shares shall be canceled.

Award of Performance Shares. (a) Polaris 1.1. The Trust hereby confirms the grant grants to the ParticipantKey Employee, as of February 9, 2008 2000 (the “"Award Date”"), the number of shares of Common Stock identified on the cover page of this Agreement thirty-seven thousand five hundred (37,500) Shares (the “"Performance Based Restricted Shares”"), subject to the restrictions and other terms and conditions set forth hereinherein and in the Amended Plan. (b) As 1.2. On or as soon as practicable after the Award Date, Polaris the Trust shall cause one or more stock certificates representing the Performance Based Restricted Shares to be registered in the name of the ParticipantKey Employee. Such stock certificate or certificates shall be subject to such a stop-transfer orders order and such other restrictions as the Committee Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. 1.3. In addition, each certificate representing the Performance Based Restricted Shares shall bear the following legend (the “Agreement Legend”): The sale or transfer of this certificate and the shares of stock represented by this Certificate, whether voluntarily, involuntarily or by operation of law are subject to the terms and conditions (including forfeiture) set forth in the Polaris Industries Inc. 2007 Omnibus Incentive Plan and in the associated Performance Based Restricted Share Award Agreement entered into between the registered owner and Polaris Industries Inc. Copies of such Agreement are on file in the offices of Polaris Industries Inc., 0000 Xxxxxxx 00, Xxxxxx, Xxxxxxxxx 00000. Until the Period of Restriction (as hereinafter defined in Paragraph 3) with respect to the Performance Based Restricted Shares shall have lapsed (i) the certificate or certificates representing the Performance Based Restricted Shares shall be held in custody by the Secretary Chief Financial Officer of Polaris, the Trust until the Restriction Period (iias hereinafter defined in Paragraph 4) such certificates shall be deemed not delivered to the Participant, and (iii) the Participant with respect thereto shall have no interest with respect to the Performance Based Restricted Shares except as expressly provided herein and in the Planlapsed. Simultaneously, Simultaneously with the execution and delivery of this Agreement, the Participant Key Employee shall deliver to Polaris the Trust one or more undated stock powers endorsed in blank relating to the Performance Based Restricted Shares. Upon expiration of the restrictions applicable to all or any portion of the Performance Based Restricted Shares, subject to Xxxxxxxxx 0, Xxxxxxx The Trust shall deliver or cause to be delivered to the Participant a certificate Key Employee or, in the case of the Key Employee's death, to the Key Employee's Beneficiary, one or more stock certificates without for the Agreement Legend for those shares appropriate number of Shares, free of all such restrictions, as to which the restrictions herein shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Performance Based Restricted Shares, the certificate or certificates representing the forfeited Performance Based Restricted Shares shall be canceled.

Award of Performance Shares. (a) Polaris 1.1. The Trust hereby confirms the grant grants to the ParticipantKey Employee, as of February 28, 2008 2002 (the “"Award Date”"), the number of shares of Common Stock identified on the cover page of this Agreement Ten Thousand (10,000) Shares (the “"Performance Based Restricted Shares”"), subject to the restrictions and other terms and conditions set forth hereinherein and in the Amended Plan. (b) As 1.2. On or as soon as practicable after the Award Date, Polaris the Trust shall cause one or more stock certificates representing the Performance Based Restricted Shares to be registered in the name of the ParticipantKey Employee. Such stock certificate or certificates shall be subject to such a stop-transfer orders order and such other restrictions as the Committee Board of Trustees or any committee thereof may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is Shares are listed and any applicable federal or state securities law, and the Trust may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. 1.3. In addition, each certificate representing the Performance Based Restricted Shares shall bear the following legend (the “Agreement Legend”): The sale or transfer of this certificate and the shares of stock represented by this Certificate, whether voluntarily, involuntarily or by operation of law are subject to the terms and conditions (including forfeiture) set forth in the Polaris Industries Inc. 2007 Omnibus Incentive Plan and in the associated Performance Based Restricted Share Award Agreement entered into between the registered owner and Polaris Industries Inc. Copies of such Agreement are on file in the offices of Polaris Industries Inc., 0000 Xxxxxxx 00, Xxxxxx, Xxxxxxxxx 00000. Until the Period of Restriction (as hereinafter defined in Paragraph 3) with respect to the Performance Based Restricted Shares shall have lapsed (i) the certificate or certificates representing the Performance Based Restricted Shares shall be held in custody by the Secretary Chief Financial Officer of Polaris, the Trust until the Restriction Period (iias hereinafter defined in Paragraph 4) such certificates shall be deemed not delivered to the Participant, and (iii) the Participant with respect thereto shall have no interest with respect to the Performance Based Restricted Shares except as expressly provided herein and in the Planlapsed. Simultaneously, Simultaneously with the execution and delivery of this Agreement, the Participant Key Employee shall deliver to Polaris the Trust one or more undated stock powers endorsed in blank relating to the Performance Based Restricted Shares. Upon expiration of the restrictions applicable to all or any portion of the Performance Based Restricted Shares, subject to Xxxxxxxxx 0, Xxxxxxx The Trust shall deliver or cause to be delivered to the Participant a certificate Key Employee or, in the case of the Key Employee's death, to the Key Employee's Beneficiary, one or more stock certificates without for the Agreement Legend for those shares appropriate number of Shares, free of all such restrictions, as to which the restrictions herein shall have expired. Upon forfeiture, in accordance with Paragraph 4, of all or any portion of the Performance Based Restricted Shares, the certificate or certificates representing the forfeited Performance Based Restricted Shares shall be canceled.