Polaris(PII) - 2025 Q3 - Quarterly Results

Agreement Overview This section outlines the agreement's purpose and conditions for employee compensation related to the Indian Motorcycle divestiture Introduction and Purpose of Agreement This agreement, dated October 10, 2025, is between Polaris Industries Inc. and Michael Dougherty, outlining compensation for the employee's assistance with the potential divestiture of the Company's Indian Motorcycle business - Agreement between Polaris Industries Inc. (the 'Company') and Michael Dougherty (the 'Employee'), effective October 10, 2025[1] - Purpose is to compensate Employee for services related to a potential confidential transaction to divest the Company's Indian Motorcycle business[2] Compensation Committee Approval and Transaction Cooperation Employee's eligibility for transaction bonus, profit sharing, and equity award treatment is conditional on Compensation Committee approval, adherence to senior management directives, and best efforts to facilitate the transaction, including due diligence and presentations. The Committee retains sole discretion to withhold payments - Employee's eligibility for Transaction Bonus, 2025 Profit Sharing Bonus, and equity award treatment is conditioned on Compensation Committee approval[3] - Employee must follow senior management guidance and use best efforts to facilitate the Transaction process, including participating in due diligence activities and management presentations[3] - The Compensation Committee may, in its sole discretion, determine not to pay the Transaction Bonus Opportunity, 2025 Profit Sharing Bonus, or provide equity award treatment at any time prior to the Transaction Closing[3] Compensation and Benefits Details This section details the employee's eligibility for transaction bonuses, profit sharing, equity awards, and other benefits contingent on the divestiture Transaction Bonus Upon Transaction Closing, the employee is eligible for a cash bonus equal to four times their base salary, contingent on continuous employment. If the transaction does not close, the Company may still pay the bonus, 2025, and 2026 profit sharing bonuses if the employee remains continuously employed until the determination date - Employee is eligible to earn cash bonus payments equal to four times their then-current base salary upon a Transaction Closing[4] - Payment of the Transaction Bonus Opportunity is subject to Employee remaining Continuously Employed through the Transaction Closing[4] - If the Company determines the Transaction Closing will not occur, 100% of the Transaction Bonus Opportunity, 2025 Profit Sharing Bonus, and 2026 Profit Sharing Bonus will be paid, subject to continuous employment until the Determination Date[5] Profit Sharing Bonus Upon Transaction Closing, the employee is eligible for a 2025 annual profit sharing bonus based on the greater of target or actual performance, paid by March 15, 2026. A pro-rata 2026 profit sharing bonus, based on target performance and days worked in 2026, will also be paid within 60 days of closing. Both are contingent on continuous employment - Employee is eligible for a 2025 annual profit sharing incentive plan opportunity upon Transaction Closing, based on the greater of target or actual performance, payable by March 15, 2026[8] - A pro-rata cash payment for the 2026 annual profit sharing incentive plan opportunity (based on target performance) will be paid within 60 days following Transaction Closing[8] - Both 2025 and 2026 profit sharing bonuses are subject to Employee remaining Continuously Employed through the Transaction Closing[8] Equity Awards Treatment Upon Transaction Closing and separation from service, outstanding equity awards will be treated according to the Retirement Provisions of the Severance Agreement, as if the employee retired, waiving the one-year retirement notice. This also applies if the transaction does not close, upon the Determination Date and separation from service - Upon Transaction Closing and Employee's separation from service, outstanding equity awards will be treated in accordance with the Retirement Provisions as if Employee's separation had been a retirement[7] - The one-year retirement notice requirement in Employee's outstanding equity award agreements shall not apply[9] - If the Company determines the Transaction Closing will not occur, outstanding Equity Awards will be treated in accordance with the Retirement Provisions upon the Determination Date and Employee's separation from service[9] Release Requirement Employee is not entitled to any payments under this agreement unless they timely execute and deliver a signed Confidential Release of Claims to the Company within 45 days after the Transaction Closing - Employee will not be entitled to any payments under this Agreement unless they timely execute and deliver a signed Confidential Release of Claims within 45 days after the Transaction Closing[9] Continued Participation in Active Officer Product Program and Executive Retirement Benefits Employee remains eligible to use Company products annually under the Active Officer Product Program based on officer level. For executive retirement benefits, the employee will be deemed retired as of the Transaction Closing or Determination Date, entitling them to participate in applicable plans - Employee will be eligible to continue to use Company products annually under the Active Officer Product Program, with quantities varying by officer level (e.g., 8-12 Off Road/On Road products, one boat)[10] - Employee shall be deemed to have retired as of the Transaction Closing or the Determination Date for purposes of participating in the Company's executive retirement benefits or plans[10] General Terms and Legal Provisions This section covers key definitions, employee acknowledgements, legal and tax implications, and final contractual clauses Key Definitions This section defines key terms used throughout the agreement, including 'Continuously Employed,' 'Purchaser,' 'Senior Executive Incentive Plan,' 'Termination Date,' and 'Transaction Closing' - 'Continuously Employed' means Employee's continuous employment with the Company or any of its affiliates through the specified date[10] - 'Transaction Closing' means the consummation of the Transaction on or before the seven-month anniversary of the definitive purchase agreement execution, expected in October 2025[10] Employee Acknowledgements This section outlines the employee's understanding and agreement regarding retention rights and the Company's right to assign the agreement No Right to Retention This clause clarifies that the agreement does not guarantee the employee's continued employment with the Company or its affiliates - Employee understands and agrees that this Agreement does not confer any right to be retained in any position with the Company, Purchaser, or their affiliates[11] Company's Right to Assign This clause grants the Company the right to assign the agreement, obligating the employee to fulfill criteria for the assignee's benefit - The Company may assign this Agreement, and Employee will be obligated to meet the outlined criteria for the assignee's benefit to be eligible for payments[11] Legal and Tax Provisions This section addresses the legal enforceability, tax implications, and governing law for the agreement Severability This clause ensures that if any part of the agreement is invalid, the remaining provisions remain enforceable and will be replaced to achieve their intent - If any provision of this Agreement is declared void, illegal, or unenforceable, the remainder will be valid and enforceable, and parties will replace the invalid provision to achieve its intended purpose[11] Tax Implications and Withholding This clause addresses the Company's right to withhold taxes and ensures compliance with Section 409A of the Internal Revenue Code for compensation payments - The Company may withhold all applicable federal, state, city, or other taxes from any amounts payable under this Agreement[11] - The Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code[11] - For 'specified employees,' nonqualified deferred compensation payments may be delayed by six months from the Termination Date to comply with Section 409A[11] Agreement Interpretation This clause specifies that the agreement is a result of good faith negotiations and will be governed by the laws of the State of Minnesota - The Agreement is the result of good faith negotiations, and any statute or rule of construction resolving ambiguities against drafting parties will not be employed[11] - This Agreement will be construed according to and governed by the laws of the State of Minnesota[11] Jurisdiction and Governing Law This clause establishes exclusive jurisdiction in Minnesota federal and state courts for any disputes arising from the agreement - Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Minnesota for any action or proceeding arising out of or relating to this Agreement[11][12] Final Clauses This section covers the execution of the agreement in counterparts and confirms it as the entire understanding between the parties Execution in Counterparts This clause allows the agreement to be executed in multiple counterparts, with electronic signatures holding the same legal validity - The parties may execute this Agreement in counterparts, each deemed an original, and electronic delivery of executed signature pages has the same effect as original delivery[13] Entire Agreement This clause confirms the agreement constitutes the entire understanding between parties, superseding prior agreements, and requires written amendments - This Agreement, including the Confidential Release of Claims, contains the entire agreement between the parties and supersedes all prior agreements or understandings[13] - No modification or amendment to this Agreement will be valid or binding unless made in writing and signed by the parties[13] Execution This section formally concludes the agreement with the required signatures from both the employee and the Company's CEO Signatures This section confirms the agreement's formal acceptance through the signatures of the employee and Polaris Industries Inc.'s CEO - The Agreement is signed by Michael Dougherty (Employee) and Robert P. Mack (CEO, Polaris Industries Inc.)[16]