October 31, 2007
Exhibit 10. e
October 31, 2007
Xx. Xxxxxx X. Xxxxxx
Polaris Industries Inc.
0000 Xxxxxxx 00
Xxxxxx, XX 00000
Polaris Industries Inc.
0000 Xxxxxxx 00
Xxxxxx, XX 00000
Re: Amendment to Employment Agreement
Dear Xx. Xxxxxx:
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:
1. | Paragraph 3(e)(ii) of the Agreement is hereby amended and restated in its entirety as follows: |
(ii) “Good Reason” means any of (A) a material reduction or diminution of your title
or in the scope of your authority and responsibility as an executive of Polaris,
(B) a material reduction in your base compensation; (C) a material change in the
geographic location of your principal place of employment; or (D) Polaris otherwise
fails to perform any of its material obligations to you. You must give Polaris
notice of the existence of Good Reason during the 90-day period beginning on the
date of the initial existence of Good Reason. If Polaris remedies the condition
giving rise to Good Reason within 30 days thereafter, Good Reason shall not exist
and you will not be entitled to terminate employment for Good Reason.
2. | Paragraph 7 of the Agreement is hereby amended and restated in its entirety as follows: |
7. Retirement; Continued Employment. Upon the completion of the Term,
provided that your employment with Polaris has not been terminated prior thereto,
you will be eligible to retire from Polaris for all purposes and eligible to
participate in the benefit plans and receive the perquisites described in Exhibit C
hereto upon your separation from service with Polaris (within the meaning of Section
409A of the Internal Revenue Code and the regulations thereunder). Notwithstanding
the forgoing, you and Polaris have agreed that prior to the end of Term, if your
employment at Polaris has not previously terminated, you and Polaris will make a
good faith effort to negotiate the terms of an agreement for your continued
employment with Polaris through December 31, 2011 in other than an executive officer
capacity in which you will provide services to Polaris with respect to such matters
as to be determined during such negotiations.
Xx. Xxxxxx X. Xxxxxx
October 31, 2007
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October 31, 2007
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Please sign and return a copy of this letter indicating that you agree to the terms of this
amendment to your Agreement.
Very truly yours, POLARIS INDUSTRIES INC. |
||||
/s/ Xxxxxxx X. Xxxxxx | ||||
By: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice
President-Finance, Chief Financial Officer and Secretary |
|||
ACKNOWLEDGED AND AGREED TO: | ||||
Signature: | /s/ Xxxxxx X. Xxxxxx | |||
By: | Xxxxxx X. Xxxxxx | |||
Date: | October 31, 2007 | |||
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