Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Awards

On December 23, 2020, the Compensation Committee of the Board of Directors of Polaris Inc. (the "Company") approved retention awards to James P. Williams, Senior Vice President, Chief Human Resources Officer, and Kenneth J. Pucel, Executive Vice President, Global Operations, Engineering and Lean, providing for an award of restricted stock units to be granted in January that will cliff vest on the second anniversary of the date of grant, subject to the executive remaining employed with the Company as of such date, absent earlier vesting upon a termination of employment (i) by the Company (other than for cause), (ii) in connection with a change in control of the Company, or (iii) as the result of the RSU Grantee's death or disability, or as otherwise set forth in the grant agreement. The number of restricted stock units will be calculated by dividing $1 million by the closing stock price of Company common stock on the date of grant.


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