-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IiTKudLzV7gIraLfbaFFQ2v9Et3/7Bt1dJ6Vc2ikmXKVvB3kN+sU2IXI5ygNPvb4 TdM8E3vsg9Gx7G2Uo4DfwA== 0000912057-96-011857.txt : 19960612 0000912057-96-011857.hdr.sgml : 19960612 ACCESSION NUMBER: 0000912057-96-011857 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960607 EFFECTIVENESS DATE: 19960626 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05463 FILM NUMBER: 96578231 BUSINESS ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125420500 MAIL ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH STREET 2: 425 LEXINGTON AVE CITY: MINNESOTA STATE: MN ZIP: 55441 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 7, 1996 Registration No. 33-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ POLARIS INDUSTRIES INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-1790959 (state or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ____________________ 1225 Highway 169 North Minneapolis, Minnesota 55441 (612) 542-0500 (Address, including zip code, of registrant's principal executive offices) ____________________ AMENDED AND RESTATED POLARIS INDUSTRIES INC. 1996 RESTRICTED STOCK PLAN (Full title of the plan) ____________________ John H. Grunewald, Vice President, Chief Financial Officer, Treasurer and Secretary Polaris Industries Inc. 1225 Highway 169 North Minneapolis, Minnesota 55441 (612) 542-0500 (Name and address, including zip code and telephone number, including area code, of agent for service) ____________________ COPIES TO: James C. Melville Kaplan, Strangis and Kaplan, P.A. 5500 Norwest Center, 90 South Seventh Street Minneapolis, Minnesota 55402 (612) 375-1138 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price Fee - ---------- ------------- ------------ -------------- ------------ Common Stock 500,000 $34.875 $17,437,500.00 $6,012.93 Par Value $.01 - -------------------------------------------------------------------------------- (1) 500,000 shares of Common Stock are reserved for issuance under the Amended and Restated Polaris Industries Inc. (the "Company") 1996 Restricted Stock Plan (the "Plan"). The number of shares of Common Stock stated above may be adjusted in accordance with the provisions of the Plan in the event that, during the period the Plan is in effect, there is effected any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend or any other increase or decrease in the number of shares effected without receipt of consideration by the Company. Accordingly, this Registration Statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares which by reason of any such events may be issued in accordance with the provisions of the Plan. (2) Estimated by the registrant solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(h). The price per share is the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on June 4, 1996. 2 PART I ITEM 1. PLAN INFORMATION. Not required to be filed with the Commission. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not required to be filed with the Commission. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Securities and Exchange Commission (the "Commission") by the Company, are hereby incorporated by reference in this Registration Statement: (a) The Company's latest Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's Annual Report referred to in (a) above. (c) A description of the Company's Common Stock contained in the Company's Registration Statement on Form S-4, Registration No. 33-55769 filed with the Commission on September 30, 1994, including Amendment No. 1 filed on November 10, 1994 and Amendment No. 2 filed on November 21, 1994. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares offered will be passed upon for the Company by Kaplan, Strangis and Kaplan, P.A., Minneapolis, Minnesota. Andris A. Baltins, a member of the Board of Directors of the Company, is also a member of the law firm Kaplan, Strangis and Kaplan, P.A. Members of such firm beneficially own an aggregate of 69,200 shares of the Company's Common Stock. This represents less than 1% of the currently outstanding voting shares. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by Minnesota law, the Company's Articles of Incorporation provide that directors of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) relating to prohibited dividends or distributions or the repurchase or redemption of stock, or (iv) for any transaction from which the director derives an improper personal benefit. The Company is required by Minnesota law to indemnify all officers and directors of the Company for expenses and liabilities (including attorneys' fees) incurred as the result of proceedings against them in connection with their capacities as officers or directors. In order to be entitled to indemnification with respect to a purported act or omission, an officer or director must (i) have acted in good faith, (ii) have received no improper personal benefit, (iii) in the case of a criminal proceeding, have had no reasonable cause to believe the conduct to be unlawful, and (iv) have reasonably believed that the conduct was in the best interests of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Amended and Restated Polaris Industries Inc. 1996 Restricted Stock Plan 4.2 Form of Performance Restricted Share Award Agreement 5 Opinion of Kaplan, Strangis and Kaplan, P.A. 23.1 Consent of McGladrey & Pullen, LLP 4 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5) 24 Powers of Attorney ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply to information required to be included in a post- effective amendment by those paragraphs which are contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on June 5, 1996. POLARIS INDUSTRIES INC. By: /s/ W. Hall Wendel, Jr. ------------------------------------- W. Hall Wendel, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ W. Hall Wendel, Jr. Principal Executive June 5, 1996 - ---------------------------- Officer and Director W. Hall Wendel, Jr. /s/ John H. Grunewald Principal Financial June 5, 1996 - ---------------------------- and Accounting Officer John H. Grunewald * - ---------------------------- Director Beverly F. Dolan * - ---------------------------- Director Robert S. Moe * - ---------------------------- Director Kenneth D. Larson * - ---------------------------- Director Stephen G. Shank * - ---------------------------- Director Gregory R. Palen 7 * - ---------------------------- Director Andris A. Baltins *By /s/ W. Hall Wendel, Jr. June 5, 1996 ---------------------------- W. Hall Wendel, Jr. Attorney-in-Fact W. Hall Wendel, Jr., on his own behalf and pursuant to Powers of Attorney, dated prior to the date hereof, attested by the directors listed above and filed with the Securities and Exchange Commission, by signing his name hereto does hereby sign and execute this Registration Statement of Polaris Industries, Inc., or amendment thereto, on behalf of each of the directors named above. 8 INDEX TO EXHIBITS Sequentially Numbered Page ----------- 4.1 Amended and Restated Polaris Industries Inc. 1996 Restricted Stock Plan. 4.2 Form of Performance Restricted Stock Award Agreement 5 Opinion of Kaplan, Strangis and Kaplan, P.A. 23.1 Consent of McGladrey & Pullen, LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5) 24 Powers of Attorney 9 EX-4.1 2 EX-4.1 EXHIBIT 4.1 AMENDED AND RESTATED POLARIS INDUSTRIES INC. 1996 RESTRICTED STOCK PLAN ARTICLE I. PURPOSE AND ADOPTION OF THE PLAN 1.01 PURPOSE. The purpose of the Polaris Industries Inc. 1996 Restricted Stock Plan is to assist the Corporation and its subsidiaries in attracting, retaining and motivating selected key management employees who will contribute to the Corporation's success. The Plan is intended to link the remunerative benefits paid to eligible employees who have substantial responsibility for the successful operation, administration and management of the Corporation with the enhancement of shareholder value and to provide eligible employees with an opportunity to acquire a greater proprietary interest in the Corporation through the grant of restricted shares of Stock which, in accordance with the terms and conditions set forth below, will vest only if the employees meet the vesting criteria established by the Committee. Awards under the Plan will act as an incentive to participating employees to achieve long-term objectives which will inure to the benefit of all shareholders of the Corporation. The Plan authorizes awards intended to qualify as "performance-based" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, as well as awards that may not so qualify. 1.02 ADOPTION AND EFFECTIVE DATE. The Plan is effective as of January 25, 1996, the date of its approval by the Board, subject to the approval of the Corporation's shareholders which shareholder approval was obtained as of May 9, 1996 at the 1996 annual meeting of shareholders of the Corporation. ARTICLE II. DEFINITIONS For purposes of this Plan, the capitalized terms set forth below shall have the following meanings: 2.01 AWARD AGREEMENT means a written agreement between the Corporation and a Participant specifically setting forth the terms and conditions of an award of Restricted Stock granted to a Participant pursuant to Article V of the Plan. 2.02 BOARD means the Board of Directors of the Corporation. 2.03 BUSINESS DAY means any day on which the New York Stock Exchange shall be open for trading. 2.04 CAUSE means a determination by the Committee that a Participant has engaged in conduct that is dishonest or illegal, involves moral turpitude or jeopardizes the Corporation's right to operate its business in the manner in which it is now operated. 2.05 CHANGE IN CONTROL means any of the events set forth below: (a) 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, 1996 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, 1996; 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 (b) The acquisition in one or more transactions, other than from the Corporation, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Corporation Voting Securities equal to or greater than 35% of the Corporation Voting Securities unless such acquisition has been approved by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or (c) Any of the following: (x) a liquidation or dissolution of the Corporation; (y) a reorganization, merger or consolidation of the Corporation unless, following such reorganization, merger or consolidation, (A) the Corporation is the surviving entity resulting from such reorganization, merger or consolidation or (B) at least one-half of the Board 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 Corporation unless, following such sale or disposition, at least one-half of the Board of the transferee consists of Incumbent Directors. 2.06 COMMITTEE means the Compensation Committee of the Board or such other committee of the Board as the Board may designate. 2.07 CORPORATION means Polaris Industries Inc., a Minnesota corporation, and its successors. 2.08 CORPORATION VOTING SECURITIES means the combined voting power of all outstanding voting securities of the Corporation entitled to vote generally in the election of the Board. 2.09 DATE OF GRANT means the date as of which an award of Restricted Stock is granted in accordance with Article V. -2- 2.10 DISABILITY means any physical or mental injury or disease of a permanent nature which renders a Participant incapable of meeting the requirements of the employment performed by such Participant immediately prior to the commencement of such disability. The determination of whether a Participant is disabled shall be made by the Committee in its sole and absolute discretion. 2.11 EFFECTIVE DATE means January 25, 1996. 2.12 EXCHANGE ACT means the Securities Exchange Act of 1934, as amended. 2.13 FAIR MARKET VALUE means, as of any given date, (i) if the 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 Stock on such exchange or NASDAQ/NMS, as the case may be, or if no such reported sale of the Stock shall have occurred on such date, on the next preceding date on which there was such a reported sale; or (ii) if the 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 prices were so reported; or (iii) if the Stock is not listed for trading on a national securities exchange or authorized for quotation on NASDAQ, the last reported bid price published in the "pink sheets" or displayed on the NASD Electronic Bulletin Board, as the case may be; or (iv) if the Stock is not listed for trading on a national securities exchange, or is not authorized for quotation on NASDAQ/NMS or NASDAQ, or is not published in the "pink sheets" or displayed on the NASD Electronic Bulletin Board, the Fair Market Value of the Stock as determined in good faith by the Committee. 2.14 OUTSTANDING STOCK means, at any time, the issued and outstanding Stock. 2.15 PARTICIPANT means any person selected by the Committee, pursuant to Section 3.02, to participate under the Plan. 2.16 PLAN means the Polaris Industries Inc. 1996 Restricted Stock Plan, as the same may be amended from time to time. 2.17 RESTRICTED STOCK means shares of Stock awarded to a Participant subject to restrictions as described in Article V. 2.18 STOCK means the common stock, par value $0.01 per share, of the Corporation. ARTICLE III. ADMINISTRATION AND PARTICIPATION 3.01 ADMINISTRATION. The Plan shall be administered by the Committee which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the Plan and its Participants. The Committee -3- shall have the sole and absolute authority and discretion to interpret the Plan, to establish and modify administrative rules for the Plan, to select, in accordance with Section 3.02, the persons who will be Participants hereunder, to impose, in accordance with Section 5.01, such conditions and restrictions as it determines appropriate and to take such other actions and makes such other determinations in connection with the Plan as it may deem necessary or advisable. 3.02 DESIGNATION OF PARTICIPANTS. Participants in the Plan shall be such employees of the Corporation and its subsidiaries as the Committee, in its sole discretion, may designate. The Committee's designation of a Participant with respect to any calendar year shall not require the Committee to designate such person as a Participant with respect to any other calendar year. The Committee shall consider such factors as it deems pertinent in selecting Participants. ARTICLE IV. STOCK ISSUABLE UNDER THE PLAN 4.01 NUMBER OF SHARES OF STOCK ISSUABLE. Subject to adjustments as provided in Section 6.03, the maximum number of shares of Stock available for issuance under the Plan shall be 500,000. The Stock to be offered under the Plan shall be authorized and unissued Stock, or Stock which shall have been reacquired by the Corporation and held in its treasury. In any calendar year, no Participant shall receive awards in excess of 250,000 shares of Stock, subject to adjustment as provided in Section 6.03. 4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock forfeited as provided in Section 5.02 may again be issued under the Plan. ARTICLE V. RESTRICTED STOCK 5.01 RESTRICTED STOCK AWARDS. The Committee may grant to any Participant an award of Restricted Stock in respect of such number of shares of Stock, and subject to such terms and conditions relating to forfeitability and restrictions on delivery and transfer (whether based on performance standards, periods of service or otherwise), as the Committee shall determine in its sole discretion. The terms of all such Restricted Stock awards shall be set forth in an Award Agreement between the Corporation and the Participant which shall contain such provisions, not inconsistent with this Plan, as shall be determined by the Committee. (a) ISSUANCE OF RESTRICTED STOCK. As soon as practicable after the Date of Grant of Restricted Stock, the Corporation shall cause to be transferred on the books of the Corporation shares of Stock, registered on behalf of the Participant, evidencing such Restricted Stock, but subject to forfeiture to the Corporation retroactive to the Date of Grant if an Award Agreement delivered to the Participant by the Corporation with respect to the Restricted Stock is not duly executed by the Participant and timely returned to the Corporation. Unless the Committee determines otherwise, until the lapse or release of all restrictions applicable to an award of Restricted Stock (i) the stock certificates representing such Restricted Stock shall be held in custody by the Corporation or its designee, -4- (ii) such certificates shall be deemed not delivered to the Participant and (iii) no Participant shall have any interest with respect to such Restricted Stock except as expressly provided herein or in the applicable Award Agreement. (b) SHAREHOLDER RIGHTS. Beginning on the Date of Grant of the Restricted Stock and subject to execution of the Award Agreement as provided in Section 5.01(a), the Participant shall become a shareholder of the Corporation with respect to all Stock subject to the Award Agreement and shall have all of the rights of a shareholder, including, but not limited to, the right to vote such Stock and, unless the Committee provides otherwise in the applicable Award Agreement, the right to receive dividends and other distributions paid with respect to such Stock; provided, however, that, if the Committee provides in the applicable Award Agreement that the Participant shall be entitled to receive any Stock distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions have not yet lapsed, such Stock shall be subject to the same restrictions as such Restricted Stock and shall be held as prescribed in Section 5.01(a). (c) RESTRICTION ON TRANSFERABILITY. None of the Restricted Stock may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of prior to lapse or release of the restrictions applicable thereto. (d) DELIVERY OF STOCK UPON RELEASE OF RESTRICTIONS. Upon expiration or earlier termination of the forfeiture period without a forfeiture, and the satisfaction of or release from any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Stock shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 6.02, the Corporation shall deliver to the Participant or, in case of the Participant's death, to the Participant's legal representatives, one or more stock certificates for the appropriate number of shares of Stock, free of all such restrictions, except for any restrictions that may be imposed by law. 5.02 TERMS OF RESTRICTED STOCK. (a) FORFEITURE OF RESTRICTED STOCK. Subject to Section 5.02(b) and the last sentence of this Section 5.02(a), all Restricted Stock shall be forfeited and returned to the Corporation and all rights of the Participant with respect to such Restricted Stock shall cease and terminate in their entirety if during the forfeiture period the employment of the Participant with the Corporation and its affiliates terminates for any reason. The Committee, in its sole discretion, shall establish the forfeiture period for each grant of Restricted Stock, and may provide for the forfeiture period to lapse in installments. Notwithstanding the foregoing, unless the Committee provides otherwise in the applicable Award Agreement, in the event of the discharge by the Corporation or an affiliate of a Participant without Cause or termination of a Participant's employment by reason of death, Disability or retirement pursuant to the retirement policy of the Corporation or an affiliate, -5- all forfeiture restrictions imposed on Restricted Stock shall immediately and fully lapse. Upon the occurrence of a Change in Control, all forfeiture restrictions imposed on Restricted Stock shall immediately and fully lapse. (b) WAIVER OF FORFEITURE PERIOD. Notwithstanding anything contained in this Article V to the contrary, the Committee may, in its sole discretion, waive the forfeiture conditions set forth in any Award Agreement under appropriate circumstances and subject to such terms and conditions (including forfeiture of a proportionate number of the shares of Restricted Stock) as the Committee may deem appropriate, provided that the Participant shall at that time have completed at least one year of employment after the Date of Grant. ARTICLE VI. MISCELLANEOUS 6.01 LIMITATIONS ON TRANSFER. The rights and interest of a Participant under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of a Participant, only the Participant personally may exercise rights under the Plan. 6.02 TAXES. The Corporation shall be entitled to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any Stock issuable under this Plan, or with respect to any income recognized upon the lapse of restrictions applicable to Restricted Stock, and the Corporation may defer issuance of Stock hereunder until and unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Participant at such time as the Committee determines. The Committee shall prescribe in each Award Agreement one or more methods by which the Participant will be permitted to satisfy his or her tax withholding obligation, which methods may include, without limitation, the payment of cash by the Participant to the Corporation and the tendering of previously acquired shares of Stock of the Participant, or the withholding, at the appropriate time, of shares of Stock otherwise issuable to the Participant, in a number sufficient, based upon the Fair Market Value of such Stock, to satisfy such tax withholding requirements. The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections by Participants who are subject to the provisions of Section 16 of the Exchange Act to tender Stock or to have Stock withheld to meet such tax withholding obligations. 6.03 ADJUSTMENTS TO REFLECT CAPITAL CHANGES. The amount and kind of Stock available for issuance under the Plan and the limit on the number of shares of Stock in respect of which awards may be made to any Participant in any calendar year shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan. The Committee shall have the power and sole -6- discretion to determine the nature and amount of the adjustment, if any, to be made pursuant to this Section 6.03. 6.04 NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT. No employee or other person shall have any claim of right to be permitted to participate or be granted an award under this Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Corporation. 6.05 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized by a Participant pursuant to the provisions of the Plan shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) or group insurance or other benefit plans applicable to the Participant which are maintained by the Corporation, except as may be provided under the terms of such plans or determined by resolution of the Board. 6.06 GOVERNING LAW. The Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota other than the conflict of laws provisions of such laws, and shall be construed in accordance therewith. 6.07 NO STRICT CONSTRUCTION. No rule of strict construction shall be implied against the Corporation, the Committee, or any other person in the interpretation of any of the terms of the Plan, any award granted under the Plan or any rule or procedure established by the Committee. 6.08 CAPTIONS. The captions (i.e., all Section and subsection headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no captions had been used in the Plan. 6.09 SEVERABILITY. Whenever possible, each provision in the Plan and every Award Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award Agreement shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Plan and every Award Agreement shall remain in full force and effect. 6.10 LEGENDS. All certificates for Stock delivered under the Plan shall be subject to such transfer restrictions set forth in the Plan and such 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 Stock is then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates making appropriate references to such restrictions. -7- 6.11 AMENDMENT AND TERMINATION. (a) AMENDMENT. The Board shall have complete power and authority to amend the Plan at any time it is deemed necessary or appropriate. No termination or amendment of the Plan may, without the consent of the Participant to whom any award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments which, in its sole discretion, it deems appropriate. (b) TERMINATION. The Board shall have the right and the power to terminate the Plan at any time. Unless sooner terminated by action of the Board, the Plan shall automatically terminate, without further action of the Board or the Corporation's shareholders, on the tenth anniversary of the Effective Date. No award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any award outstanding at the time of the termination of the Plan shall continue in effect in accordance with its terms as if the Plan has not terminated. -8- EX-4.2 3 EX-4.2 EXHIBIT 4.2 PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT As of May 8, 1996 The parties to this Performance Restricted Share Award Agreement (this "Agreement") are Polaris Industries Inc., a Minnesota corporation ("Polaris"), and _______________, an individual employee of Polaris or a subsidiary of Polaris (the "Employee"). Polaris adopted and maintains the Polaris Industries Inc. Amended and Restated 1996 Restricted Stock Plan (the "Plan"), under which restricted shares of the common stock, par value $0.01, of Polaris ("Common Stock"), may be awarded to employees of Polaris and its subsidiaries by action of the Compensation Committee (the "Committee") of Polaris's Board of Directors (the "Board"). The parties hereto desire to set forth in this Agreement their respective rights and obligations with respect to an award to the Employee of restricted shares of Common Stock approved by the Committee as of the date hereof. Certain capitalized terms used in this Agreement, unless otherwise defined herein, have the respective meanings given to such terms in the Plan. In consideration of the covenants set forth in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows: 1. AWARD OF RESTRICTED SHARES. (a) Polaris hereby confirms the grant to the Employee, as of the date first above written (the "Award Date"), of _________ shares of Common Stock (the "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 Restricted Shares to be registered in the name of the Employee. 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 Restricted Shares shall bear the following legend (the "Agreement Legend"): The transferability of this certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture) of a Performance 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., 1225 Highway 169 North, Minneapolis, Minnesota 55441. Until the Restricted Period (as hereinafter defined in Paragraph 3) with respect to the Restricted Shares shall have lapsed (i) the certificate or certificates representing the Restricted Shares shall be held in custody by the Secretary of Polaris, (ii) such certificates shall be deemed not delivered to the Employee and (iii) the Employee shall have no interest with respect to the Restricted Shares except as expressly provided herein and in the Plan. Simultaneously, with the execution and delivery of this Agreement, the Employee shall deliver to Polaris one or more stock powers endorsed in blank relating to the Restricted Shares. Upon expiration of the restrictions applicable to all or any portion of the Restricted Shares, subject to Paragraph 5, Polaris shall deliver or cause to be delivered to the Employee 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 Restricted Shares, the certificate or certificates representing the forfeited Restricted Shares shall be canceled. 2. RESTRICTIONS APPLICABLE TO RESTRICTED SHARES. (a) Beginning on the Award Date, the Employee shall have all rights and privileges of a stockholder of Polaris with respect to the Restricted Shares except as follows: (i) dividends and other distributions paid with respect to the Restricted Shares during the Restricted Period shall be disposed of in accordance with Paragraph 2(c); and (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period other than by will or the laws of descent and distribution; and (iii) all or a portion of the Restricted Shares may be forfeited in accordance with Paragraph 4. (b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be null, void and ineffective. If and when the restrictions set forth in this Paragraph 2 lapse in accordance with the terms of this Agreement as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. -2- (c) The Employee hereby irrevocably and unconditionally assigns to Polaris any and all cash and non-cash dividends and other distributions paid with respect to the Restricted Shares during the Restricted Period; provided, however, that any Common Stock distributed as a dividend or otherwise with respect to the Restricted Shares during the Restricted Period shall not be subject to such assignment, shall be subject to the same restrictions as the Restricted Shares and shall be held as prescribed in Paragraph 1(b). 3. RESTRICTED PERIOD. (a) The restrictions set forth in Paragraph 2 shall apply for a period (the "Restricted Period") from the Award Date until such Restricted Period lapses as follows: (i) the Restricted Period shall lapse as to all of the Restricted Shares as of the third anniversary of the Award Date provided that the sum of the Earnings Per Share for fiscal years 1996, 1997 and 1998 equals or exceeds $8.28, which represents a 12% compound annual growth rate for such three fiscal years in Earnings Per Share over Earnings Per Share of $2.19 for fiscal year 1995; and (ii) if the Restricted Period does not lapse as of the third anniversary of the Award Date pursuant to clause (i), the Restricted Period shall lapse as to all of the Restricted Shares as of the fourth anniversary of the Award Date provided that the sum of the Earnings Per Share for fiscal years 1996, 1997, 1998 and 1999 equals or exceeds $11.73, which represents a 12% compound annual growth rate for such four fiscal years in Earnings Per Share over Earnings Per Share over Earnings Per Share of $2.19 for fiscal year 1995 For purposes of this Agreement, "Earnings Per Share" shall mean the primary earnings per share of Polaris and its subsidiaries for a fiscal year as reported in Polaris's audited financial statement for such fiscal year. (b) Notwithstanding the foregoing, the Restricted Period shall lapse as to all Restricted Shares upon the occurrence of a Change in Control (as defined in the Plan). 4. FORFEITURE. All rights of the Employee to the Restricted Shares as to which the Restricted Period shall not have lapsed shall terminate and be forfeited -3- effective as of the earlier of (i) the day after the fourth anniversary of the Award Date or (ii) the date the Employee's employment with Polaris terminates for any reason. 5. TAX WITHHOLDING. Polaris shall be entitled to withhold from any cash payments due to the Employee from Polaris (or secure payment from the Employee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by Polaris with respect to any income recognized by the Employee with respect to the Restricted Shares, and Polaris may defer issuance of any and all shares of Common Stock otherwise issuable to the Employee under the Plan until and unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Employee at such time as the Committee determines. The Employee may elect to satisfy all or any portion of his or her tax withholding obligation by the withholding, at the appropriate time, of shares of Common Stock otherwise deliverable to the Employee in a number sufficient, based upon the fair market value of such shares, to satisfy such tax withholding requirements. The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to such withholding of shares of Common Stock as it deems necessary or appropriate. 6. ASSIGNMENT; NATURE OF CORPORATION'S OBLIGATIONS. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Employee and the assigns and successors of Polaris, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to transfer or pledge by the Employee. 7. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements and understandings, oral or written, between the parties with respect thereto. This Agreement may be amended at any time by written agreement of the parties hereto. 8. GOVERNING LAW. This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Minnesota other than the conflict of laws provisions of such laws. 9. SEVERABILITY. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. -4- 10. CONTINUED EMPLOYMENT. This Agreement shall not confer upon the Employee any right with respect to continuance of employment by Polaris. 11. CERTAIN REFERENCES. References to the Employee in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the Employee's executors or the administrators, or the person or persons to whom all or any portion of the Restricted Shares may be transferred by will or the laws of descent and distribution, such references to the Employee shall be deemed to include such person or persons. IN WITNESS WHEREOF, Polaris has caused this Agreement to be duly executed and the Employee has hereunto set his hand effective as of the day and year first above written. POLARIS INDUSTRIES INC. By: _________________________________ Title: ________________________________ EMPLOYEE ______________________________________ EX-5 4 EX-5 EXHIBIT 5 [LETTERHEAD] June 5, 1996 Securities and Exchange Commission Judiciary Plaza 450 - 5th Street N.W. Washington, D.C. 20549 RE: POLARIS INDUSTRIES, INC. REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: This opinion is furnished in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission by Polaris Industries Inc. (the "Company") covering 500,000 shares of common stock, par value $.01 of the Company (the "Common Stock"), reserved for issuance under the Amended and Restated Polaris Industries Inc. 1996 Restricted Stock Plan (the "Plan"). We have acted as counsel to the Company and, as such, have examined the Company's Articles of Incorporation, Bylaws and such other corporate records and documents as we have considered relevant and necessary for the purpose of this opinion. We have participated in the preparation and filing of the Registration Statement. We are familiar with the proceedings taken by the Company with respect to the authorization and proposed issuance of shares of Common Stock pursuant to the Plan as contemplated by the Registration Statement. Based on the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Minnesota. 2. The Company has corporate authority to issue the shares of Common Stock covered by the Registration Statement. Securities and Exchange Commission June 5, 1996 Page 2 3. The 500,000 shares of Common Stock proposed to be issued under the Plan as described in the Registration Statement will, when issued pursuant to the terms of the Plan, be duly and validly issued, fully paid and non-assessable. We hereby consent to the reference to our firm in the Registration Statement. Sincerely, KAPLAN, STRANGIS AND KAPLAN, P.A. By: /s/ James C. Melville --------------------------------- James C. Melville EX-23.1 5 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports, dated February 2, 1995, on the financial statements and Schedule II of Polaris Industries Inc. for the year ended December 31, 1994, which reports were included in the Polaris Industries Inc. 1995 Annual Report on Form 10-K. /s/ McGladrey & Pullen, LLP ---------------------------------- McGLADREY & PULLEN, LLP Minneapolis, Minnesota June 5, 1996 EX-23.2 6 EX-23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we consent to the incorporation by reference in this Registration Statement of our report dated January 31, 1996, included in Polaris Industries Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP ---------------------------------- ARTHUR ANDERSEN LLP Minneapolis, Minnesota June 5, 1996 EX-24 7 EX-24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that POLARIS INDUSTRIES INC., a Minnesota corporation (the "Company"), and each of the undersigned directors of the Company, hereby constitutes and appoints W. Hall Wendel, Jr. and John H. Grunewald and each of them (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on it/his/her behalf and in its/his/her name, place and stead, in any and all capacities to sign, execute, affix its/his/her seal thereto and file a Registration Statement on Form S-8 or any other applicable form under the Securities Act of 1933 and amendments thereto, including pre-effective and post-effective amendments, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, relating to the proposed registration of up to 500,000 shares of the Company's Common Stock, par value $.01, issuable under the Company's 1996 Restricted Stock Plan. There is hereby granted to said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in respect of the foregoing as fully as it/he/she or itself/himself/herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument and any of the undersigned directors may execute this Power of Attorney by signing any such counterpart. POLARIS INDUSTRIES INC. has caused this Power of Attorney to be executed in its name by its Chief Executive Officer on the 25th day of January 1996. POLARIS INDUSTRIES INC. By /s/ Hall Wendel ---------------------------- W. Hall Wendel, Jr. Chief Executive Officer The undersigned, directors of POLARIS INDUSTRIES INC., have hereunto set their hands as of the 25th day of January 1996. /s/ Hall Wendel /s/ Stephen G. Shank - ------------------------------ ------------------------------ W. Hall Wendel, Jr. Stephen G. Shank /s/ Beverly F. Dolan /s/ Gregory R. Palen - ------------------------------ ------------------------------ Beverly F. Dolan Gregory R. Palen /s/ Robert S. Moe /s/ Andris A. Baltins - ------------------------------ ------------------------------ Robert S. Moe Andris A. Baltins /s/ Kenneth D. Larson - ------------------------------ Kenneth D. Larson D I R E C T O R S 2 -----END PRIVACY-ENHANCED MESSAGE-----