POLARIS INDUSTRIES INC AMENDED AND RESTATED STOCK OPTION AGREEMENT
Exhibit 10.rr
POLARIS
INDUSTRIES INC
2003
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
AMENDED
AND RESTATED STOCK OPTION AGREEMENT
| [Name] | SSN: 000-00-0000 |
In accordance with the terms of the Polaris Industries Inc. 2003
Non-Employee Director Stock Option Plan (as it may be amended
from time to time, the “Plan”), Polaris Industries
Inc. (the “Company”) hereby grants to you (the
“Participant”), subject to the terms and conditions
set forth in this Amended and Restated 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:
|
Number of Options Granted:
|
||
|
Date of Grant:
|
||
|
Option Price:
|
||
|
Vesting:
|
100% on the earliest of: (1) the date of the Company’s 20__ Annual Meeting of Shareholders, (2) your Retirement or Early Retirement or (3) a Change in Control | |
|
Expiration Date:
|
Close of business on , 20 | |
|
Exercise Period
|
Date of Vesting through Expiration Date |
Further terms and conditions of the grant are set forth in
Annex A hereto, which is an integral part of this Amended
and Restated Stock Option Agreement.
All terms, provisions and conditions applicable to the Options
set forth in the Plan and not set forth herein are hereby
incorporated by reference herein. To the extent any provision
hereof is inconsistent with a provision of the Plan, the
provisions of the Plan will govern. The Participant hereby
acknowledges the receipt of a copy of this Amended and Restated
Stock Option Agreement, including Annex A hereto, and a
copy of the Plan, and agrees to be bound by all the terms and
provisions hereof and thereof.
The Company and the Participant hereby acknowledge and agree
that this Amended and Restated Stock Option Agreement amends,
restates and replaces that certain Stock Option Agreement
between the Company and the Participant with the Date of Grant
set forth above.
IN WITNESS WHEREOF, the Company has caused this Amended and
Restated Stock Option Agreement to be executed by its Vice
President — Finance and Chief Financial Officer, and
the Participant has executed this Amended and Restated Stock
Option Agreement, both as of the Date of Grant.
POLARIS INDUSTRIES INC.
Xxxxxxx X. Xxxxxx
Vice President — Finance and Chief Financial Officer
Agreed:
Participant
Attachment: Annex A
ANNEX A
NON-QUALIFIED
STOCK OPTIONS
You are the recipient of a stock option award under the Polaris
Industries Inc. 2003 Non-Employee Director Stock Option Plan (as
it may be amended from time to time, the “Plan”). The
Board of Directors and the shareholders of Polaris Industries
Inc. (the “Company”) adopted and approved the Plan for
the purposes of providing non-employee directors of the Company
an opportunity to acquire Common Stock, par value $.01 per
share, of the Company (“Common Stock”) and to create
an incentive for such persons to serve on the Board of Directors
of the Company and to contribute to its long-term growth and
profitability. A copy of the Plan is enclosed herewith for your
reference.
This stock option award was approved by the Compensation
Committee of the Board of Directors of the Company (the
“Committee”). Section 5 of the Plan provides that
all awards under the Plan be made pursuant to an award agreement
between the recipient and the Company. This Annex A,
together with the cover sheet hereto, sets forth an Amended and
Restated Stock Option Agreement (“Agreement”) to
confirm and formalize your agreement with the Company with
respect to your stock option award and is entered into under and
pursuant to all of the terms and provisions of the Plan. In
conformity with the Plan, you and the Company agree as follows:
1. Subject to the terms and conditions of this Agreement
and the Plan, the Company hereby grants to you the right and
option to purchase from the Company up to, but not exceeding in
the aggregate, the number of shares of the Common Stock of the
Company set forth on the cover sheet to this Agreement (the
“Options”), at an exercise price of
$ per share (the “Exercise
Price”) and for the period (the “Option Term”)
beginning
on ,
20 (the “Date of Grant”) and ending
on ,
20 (the “Expiration Date”), subject to
earlier termination as set forth in Section 5. The Exercise
Price set forth herein equals the fair market value, as defined
in the Plan, on the Date of Grant, of the shares of Common Stock
subject to the Options.
2. All of the Options granted to you under this Agreement
are not intended to be incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), i.e. such
Options are non-qualified stock options.
3. The Options granted to you hereunder shall become
exercisable (“vest”) as set forth below. Once Options
have vested, they may be exercised, in whole or in part, at any
time and from time to time during the Option Term. The Options
will vest in full and become exercisable on the earliest to
occur of (a) the date of the Company’s
20 Annual Meeting of Shareholders, (b) the
termination of your service on the Board of Directors of the
Company at or after age sixty-five (65) or as a result of
the term limits applicable to members of the Board of Directors
of the Company (“Retirement”), (c) the
termination of your service on the Board of Directors of the
Company prior to age sixty-five (65) if you have served on
the Board of Directors of the Company for a period of ten
(10) years or more (“Early Retirement”) or
(d) the occurrence of a “Change in Control” of
the Company. A “Change in Control” shall be deemed to
have occurred if:
(a) Any election has occurred of persons to the Board of
Directors of the Company that causes at least one-half of the
Board of Directors to consist of persons other than
(x) persons who were members of the Board of Directors
on ,
20 and (y) persons who were nominated for
election by the Board of Directors as members of the Board of
Directors at a time when more than one-half of the members of
the Board of Directors consisted of persons who were members of
the Board of Directors
on ,
20 ; provided, however, that any person nominated for
election by the Board of Directors at a time when at least
one-half of the members of the Board of Directors were persons
described in clauses (x) and/or (y) or by persons who
were themselves nominated by such Board of Directors shall, for
this purpose, be deemed to have been nominated by a Board of
Directors 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
(b) 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 of Control for purposes hereof; or
(c) Any of the following: (x) a liquidation or
dissolution of the Company; (y) a reorganization, merger or
consolidation of the Company unless, following such
reorganization, merger or consolidation, (A) the Company is
the surviving entity resulting from such reorganization, merger
or consolidation or (B) at least one-half of the Board of
Directors of the entity resulting from such reorganization,
merger or consolidation consists of Incumbent Directors; or
(z) 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 of Directors.
4. You may exercise the Options by delivering to the
Company a Notice of Exercise of Stock Options, in the form set
forth as Exhibit A hereto, together with (i) a check
payable to the order of the Company
and/or
(ii) shares of Common Stock that you have held for at least
six months prior to the date of exercise, with a stock power
executed in blank, equal in value to the Exercise Price of the
shares of Common Stock being purchased. Shares of Common Stock
surrendered in exercise of an Option shall be valued at their
fair market value, as such term is defined in the Plan, on the
date of exercise. With the approval of, and under the terms and
conditions specified by, the Committee, you also may exercise
the Options in accordance with a cashless exercise program
through an approved broker or dealer.
5. Upon your termination of service on the Board of
Directors for any reason, your rights to exercise your Options
shall be only as follows:
(a) If you die (i) while a non-employee director of
the Company or (ii) within the five (5) year period
specified in Section 5(b) below or the three (3) year
period specified in Section 5(c) below or the ninety
(90) day period specified in Section 5(d) below, your
non-vested Options, if any, shall be forfeited, and your vested
Options may be exercised by the person or persons to whom your
rights under the Options pass by will or applicable law or if no
person has that right, by your executors or administrators, at
any time, or from time to time, within one (1) year of the
date of your death, but in no event after the Expiration Date.
(b) If you cease to be a non-employee director of the
Company by reason of Retirement, your Options shall be deemed
vested in full as of the Retirement date, and such vested
Options may be exercised at any time, or from time to time,
within five (5) years of the date of such Retirement, but
in no event after the Expiration Date.
(c) If you cease to be a non-employee director of the
Company by reason of Early Retirement, your Options shall be
deemed vested in full as of the Early Retirement date, and such
vested Options may be exercised at any time, or from time to
time, within three (3) years of the date of such Early
Retirement, but in no event after the Expiration Date.
(d) If you cease to be a non-employee director of the
Company for any reason other than those set forth in
Sections 5(a), 5(b) and 5(c) above, your non-vested Options
shall be forfeited, and your vested Options may be exercised at
any time, or from time to time, within ninety (90) days of
the date of such cessation of service, but in no event after the
Expiration Date.
6. In the event of any subdivision or combination of the
outstanding shares of Common Stock, stock dividend,
recapitalization, reclassification of shares, sale, lease or
transfer of substantially all of the assets of the Company,
substantial distributions to shareholders, merger, consolidation
or other corporate transactions that would result in a
substantial dilution or enlargement of the rights or economic
benefits inuring to you under the Plan, the Committee shall make
such equitable adjustments as it may deem appropriate in the
Options granted in this Agreement. Any such determination by the
Committee shall be final and binding on you.
7. Nothing contained in this Agreement or in the Plan shall
be deemed to confer upon you any right to prevent or to approve
or vote upon any of the corporate actions described in
Section 6. The existence of the Options granted in this
Agreement shall not affect in any way the right or the power of
the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes
in the Company’s capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stocks ahead of or
affecting the Common Stock or the rights thereof, or the
dissolution
or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act
or proceeding, whether of a similar character or otherwise.
8. Whenever you are referred to in any provision of this
Agreement under circumstances where the provision should
logically be construed to apply to the executors, the
administrators, or the person or persons to whom Options may be
transferred by will or by the laws of descent and distribution,
such references will be deemed to include such person or persons.
9. You may not transfer the Options granted under this
Agreement otherwise than by will or the laws of descent and
distribution and only you may exercise the Options during your
lifetime. No assignment or transfer of the Options granted under
this Agreement, or of the rights represented thereby, whether
voluntary or involuntary, by the operation of law or otherwise
(except by will or the laws of descent and distribution), shall
vest in the assignee or transferee any interest or right herein
whatsoever, but immediately upon any such assignment or transfer
the Options shall terminate and become of no further effect.
10. You shall not be deemed for any purpose to be a
shareholder of the Company in respect of shares as to which the
Options have not been exercised as provided in this Agreement.
11. Notwithstanding any other provision of this Agreement
to the contrary, you hereby agree that you will not exercise the
Options granted under this Agreement, and that the Company will
not be obligated to issue any shares to you under this
Agreement, if the exercise of such Options or the issuance of
such shares shall constitute a violation by you or the Company
of any provision of any law or regulation of any governmental
authority. Any determination in this connection by the Company
shall be final and binding. The Company shall in no event be
obligated to register any securities pursuant to the Securities
Act of 1933 (as the same shall be in effect from time to time)
or to take any other affirmative action in order to cause the
exercise of the Options or the issuance of the shares pursuant
thereto to comply with any law or regulation of any governmental
authority.
12. No amounts of income received by you pursuant to this
Agreement shall be considered compensation for purposes of any
compensation or benefit plan or arrangement of the Company for
non-employee directors unless otherwise provided in such plan or
arrangement.
13. Every notice or other communication relating to this
Agreement shall be in writing and shall be mailed to or
delivered to the party for whom it is intended at such address
as may from time to time be designated by it in a notice mailed
or delivered to the other party as herein provided; provided,
however, that unless and until some other address be so
designated, all notices or communications by you to the Company
shall be mailed or delivered to the Company at its office at
0000 Xxxxxxx 00, Xxxxxx, Xxxxxxxxx 00000, and all notices or
communications by the Company to you may be given to you
personally or may be mailed to you at the address indicated in
the Company’s records as your most recent mailing address.
14. This Agreement shall be construed, governed, and
interpreted under the laws of the State of Minnesota, except the
conflicts of laws provisions thereof.
15. This Agreement embodies the entire understanding of the
parties hereof, and supersedes all other oral or written
agreements or understandings between you and the Company
regarding the subject matter hereof. No change, alteration or
modification hereof may be made except in a writing, signed by
each of the parties hereto.
16. If any provision of this Agreement or the application
of any provision hereof is declared to be illegal, invalid, or
otherwise unenforceable by a court of competent jurisdiction,
the remainder of this Agreement shall not be affected thereby.
17. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and your
heirs and personal representatives.
EXHIBIT A
NOTICE
OF EXERCISE OF STOCK OPTIONS
Pursuant to the provisions of the Amended and Restated Stock
Option Agreement entered into as
of ,
20 between Polaris Industries Inc. (the
“Company”) and me (the “Agreement”), I
hereby exercise the non-qualified stock options granted under
the terms of the Agreement to the extent
of shares
of the Common Stock of the Company. I deliver to the Company
herewith the following in payment for such shares:
| • | $ in cash | |
| • | Stock certificates for shares of Common Stock held for at least six months | |
| • | Other consideration: (i.e. cashless exercise, if approved by the Company) |
|
Date:
|
||||||
| Optionee (Print Name) | ||||||
| Signature | ||||||
| Address | ||||||
| Social Security Number |
