1 EXHIBIT 10(V) SEVENTH AMENDMENT TO CREDIT AGREEMENT This Seventh Amendment to Credit Agreement, dated as of May 10, 1999 ("Seventh Amendment"), is made by and between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Borrower"); U.S. BANK...Credit Agreement • March 24th, 2000 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to Credit Agreement, dated as of December 7, 1998 ("Sixth Amendment"), is made by and between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Borrower"); U.S. BANK NATIONAL ASSOCIATION,...Credit Agreement • March 29th, 1999 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
EXHIBIT 10(W) EIGHTH AMENDMENT TO CREDIT AGREEMENT This Eighth Amendment to Credit Agreement, dated as of December 22, 1999 ("Eighth Amendment"), is made by and between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Borrower"); U.S. BANK...Credit Agreement • March 24th, 2000 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
RECITALSJoint Venture Agreement • March 24th, 2000 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Illinois
andRights Agreement • May 25th, 2000 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT among POLARIS INDUSTRIES INC. as Borrower, AND CERTAIN SUBSIDIARIES OF THE BORROWER as Guarantors, AND THE LENDERS IDENTIFIED HEREIN, AND BANK OF AMERICA, N.A., as Administrative Agent AND U.S....Credit Agreement • August 9th, 2002 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • New York
POLARIS INDUSTRIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of APRIL 29, 2010Rights Agreement • April 30th, 2010 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
This AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), is made as of April 29, 2010 by and between Polaris Industries Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, National Association (fka Norwest Bank Minnesota, N.A.), as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
FIFTH AMENDMENT TO CREDIT AGREEMENT This Fifth Amendment to Credit Agreement, dated as of August 24, 1998 ("Fifth Amendment"), is made by and between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Borrower"); U.S. BANK NATIONAL ASSOCIATION,...Credit Agreement • March 29th, 1999 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
TRUST AGREEMENT BETWEENTrust Agreement • January 11th, 2000 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Massachusetts
July 11, 2001 Mr. Thomas C. Tiller Polaris Industries Inc. 2100 Highway 55 Medina, MN 55340 Re: Employment Agreement On behalf of the Board of Directors of Polaris Industries Inc., a Minnesota corporation ("Polaris"), I am writing regarding your...Polaris Industries Inc/Mn • August 10th, 2001 • Miscellaneous transportation equipment • Minnesota
ANDDay Revolving Credit Agreement • August 10th, 2001 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • New York
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 19th, 2021 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
This Agreement, dated as of July 2, 2018, is among Polaris Inc. (formerly known as Polaris Industries Inc.), Polaris Sales Inc., any other Domestic Subsidiary that hereafter becomes a party to this Agreement as a Domestic Borrower, Polaris Sales Europe S. à r.l., as a Foreign Borrower, any other Foreign Subsidiary that hereafter becomes a party to this Agreement as a Foreign Borrower, the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:
POLARIS INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 25th, 2023 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020) (the "Plan"), Polaris Inc. (the “Company”) has granted to you, the Participant named above, an award of Restricted Stock Units for the number of such Units set forth in the table below. The terms and conditions of this Award are set forth in this Restricted Stock Units Award Agreement (the “Agreement”), consisting of this cover page, the Award Terms and Conditions on the following pages, and in the Plan document, a copy of which has been made available to you. Any capitalized term that is not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
SEVERANCE AGREEMENTSeverance Agreement • February 15th, 2022 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
THIS SEVERANCE AGREEMENT (the "Agreement") is made and entered into as of December 1, 2014 between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Company"), and Kenneth Pucel (the "Employee").
POLARIS INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 16th, 2021 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020) (the “Plan”), Polaris Inc. (the “Company”) hereby grants to you, the Participant named above, an Option to purchase from the Company up to the number of shares of the Company’s common stock (the “Common Stock”) set forth in the table below at the specified Option Price per share. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
FIRST AMENDMENT TO CREDIT AGREEMENTRevolving Credit Agreement • July 29th, 2005 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • New York
THIS FIVE-YEAR REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), is entered into as of June 25, 2004 among POLARIS INDUSTRIES INC., a Minnesota corporation (the “Borrower”), certain of the Subsidiaries of the Borrower (individually a “Guarantor” and collectively the “Guarantors”), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Issuing Lender and Administrative Agent for the Lenders.
CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, made and entered into as of __________, 1996 between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Company"), and ______ (the "Employee"). R E C I T A L S: WHEREAS, Employee has been and currently...Change in Control Agreement • March 19th, 1997 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
POLARIS INC. PERFORMANCE RESTRICTED STOCK UNITS AWARD AGREEMENTUnits Award Agreement • April 25th, 2023 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020) (the “Plan”), Polaris Inc. (the “Company”) has granted to you, the Participant named above, an award of Performance Restricted Stock Units for the target number of Performance Restricted Stock Units set forth in the table below (the “Units”). The terms and conditions of this Award are set forth in this Performance Restricted Stock Units Award Agreement (the “Agreement”), consisting of this cover page, the Award Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been made available to you. Any capitalized term that is not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
SEVERANCE AGREEMENTSeverance Agreement • April 27th, 2021 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
THIS SEVERANCE AGREEMENT (the “Agreement”), is made and entered into as of August 18, 2011 between POLARIS INDUSTRIES INC., a Minnesota corporation (the "Company"), and Steve Menneto (the "Employee").
Polaris Industries Inc. (As Amended and Restated April 30, 2015) Nonqualified Stock Option Agreement Option Terms and ConditionsNonqualified Stock Option Agreement • July 13th, 2015 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
For purposes of this Section 2(b), “Good Reason” means, without your express written consent, (i) any material reduction in the scope of your authority, duties or responsibilities; (ii) any material reduction in your base compensation; (iii) any material change in the geographic location of your principal place of employment; or (iv) any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the initial occurrence of one or more of the events under clauses (i) through (iv) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 22nd, 2006 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment
POLARIS INDUSTRIES INC. FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT $25,000,000 3.81% Senior Notes, Series 2011, Tranche A, due May 2, 2018 $75,000,000 4.60% Senior Notes, Series 2011, Tranche B, due May 3, 2021Master Note Purchase Agreement • November 7th, 2011 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • New York
Reference is made to the Master Note Purchase Agreement dated as of December 13, 2010, (the “Note Agreement”) between Polaris Industries Inc., a Minnesota corporation (the “Company”), and you pursuant to which the Company issued $100,000,000 aggregate principal amount of its Senior Notes, consisting of (i) $25,000,000 aggregate principal amount of its 3.81% Senior Notes, Series 2011, Tranche A, due May 2, 2018 and (ii) $75,000,000 aggregate principal amount of its 4.60% Senior Notes, Series 2011, Tranche B, due May 3, 2021 (collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Note Agreement, as amended by this First Amendment to Note Purchase Agreement (this “First Amendment”).
POLARIS INDUSTRIES INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 13th, 2015 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2015) (the "Plan"), Polaris Industries Inc. (the “Company”) hereby grants to you, the Participant named above, an award of Performance Restricted Stock Units involving the number of such Units set forth in the table below. The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page, the Award Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been provided to you. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
POLARIS INDUSTRIES INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 3rd, 2011 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment
Polaris Industries Inc. (the “Company”), pursuant to its 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) (the “Plan”), hereby grants to you, the Participant named above, an Option to purchase from the Company up to the number of shares of the Company’s common stock (the “Common Stock”) set forth in the table below at the per share Option Price set forth in the table below. The terms and conditions of this Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
POLARIS INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 14th, 2020 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 25, 2019) (the “Plan”), Polaris Inc. (the “Company”) hereby grants to you, the Participant named above, an award of Performance Restricted Stock Units involving the number of Performance Restricted Stock Units set forth in the table below (the “Units”). The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page, the Award Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been made available to you. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
POLARIS INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 16th, 2021 • Polaris Inc. • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 30, 2020) (the “Plan”), Polaris Inc. (the “Company”) hereby grants to you, the Participant named above, an award of Performance Restricted Stock Units for the number of Performance Restricted Stock Units set forth in the table below (the “Units”). The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page, the Award Terms and Conditions on the following pages and the attached Exhibit A, and in the Plan document, a copy of which has been made available to you. Any capitalized term that is not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
POLARIS INC. FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • May 29th, 2020 • Polaris Inc. • Miscellaneous transportation equipment • New York
Reference is made to the Master Note Purchase Agreement, dated as of July 2, 2018, by and among Polaris Inc. (formerly known as Polaris Industries Inc.), a Minnesota corporation (the “Company”), and the Purchasers listed in Schedule A attached thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Note Purchase Agreement”), pursuant to which the Company issued its $350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028 (as may be amended, restated, supplemented or otherwise modified from time to time, collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” The Existing Note Purchase Agreement, as modified by this First Amendment to Master Note Purchase Agreement (this “Amendment Agreement”) and as may be further amended, restated, supplemented or otherwise modified from time to time, is referred to herein as the “Note Purchase Agreement”. Capitalized terms used and not
SEVERANCE AGREEMENTSeverance Agreement • January 17th, 2008 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
THIS SEVERANCE AGREEMENT (the “Agreement”), is made and entered into effective as of , 2008 between POLARIS INDUSTRIES INC., a Minnesota corporation (the “Company”), and (the “Employee”).
POLARIS INDUSTRIES INC STOCK OPTION AGREEMENTStock Option Agreement • October 31st, 2005 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
In accordance with the terms of the Polaris Industries Inc. 1995 Stock Option Plan (as amended and restated, the “Plan”), Polaris Industries Inc., as determined by and through the Stock Award Compensation Committee of the Company’s Board of Directors, hereby grants to you (the “Participant”), subject to the terms and conditions set forth in this Stock Option Agreement (including Annex A hereto and all documents incorporated herein by reference) the rights and options (the “Options”) to purchase from the Company shares of its common stock $.01 par value, as set forth below:
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTAmended and Restated Rights Agreement • April 10th, 2017 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment • Minnesota
This Amendment, dated as of April 10, 2017, is made between Polaris Industries Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, National Association as Rights Agent (the “Rights Agent”), and amends the Amended and Restated Rights Agreement dated as of April 29, 2010 (the “Rights Agreement”).
POLARIS INDUSTRIES INC. PERFORMANCE BASED RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • May 3rd, 2011 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment
In accordance with the terms of the Polaris Industries Inc. 2007 Omnibus Incentive Plan (As Amended and Restated April 28, 2011) (the "Plan"), Polaris Industries Inc. (the “Company”) hereby grants to you, the Participant named above, a Performance Based Restricted Share Award involving the number of shares of the Company’s common stock (“Shares”) set forth in the table below. The terms and conditions of this Award are set forth in this Agreement, consisting of this cover page and the Award Terms and Conditions on the following pages, and in the Plan document which is attached. Unless the context indicates otherwise, any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
ContractPurchase Agreement • October 12th, 2016 • Polaris Industries Inc/Mn • Miscellaneous transportation equipment
POLARIS INDUSTRIES INC.Polaris Industries Inc/Mn • December 20th, 2013 • Miscellaneous transportation equipment • New York
October 31, 2007Polaris Industries Inc/Mn • October 31st, 2007 • Miscellaneous transportation equipment
Reference is made to the letter agreement dated January 18, 2007 between you and Polaris Industries Inc., a Minnesota corporation (“Polaris”), which sets forth the terms and conditions of your employment by Polaris (the “Agreement”). For purposes of causing your Agreement to in part comply with and in part be exempt from the requirements of Section 409A of the Internal Revenue Code, your Agreement is hereby amended as follows:
THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT between POLARIS ACCEPTANCE INC. and CDF JOINT VENTURES, LLCPartnership Agreement • August 7th, 2019 • Polaris Inc. • Miscellaneous transportation equipment • Illinois
This Third Amended and Restated Partnership Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is dated effective as of August 1, 2019 (the “Effective Date”), between POLARIS ACCEPTANCE INC., a Minnesota corporation (“PAI”), and CDF JOINT VENTURES, LLC, a Delaware limited liability company (“CDFJV”). Certain capitalized terms used herein are defined as set forth in Article XIII hereof.
