Toro 2007 Annual Report Download - page 85

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paragraph 3 .e.(i) of the Plan, Performance Shares in such participant's name that have not
yet vested shall not vest and shall be canceled.
d. Change of Control. Notwithstanding any other provision of this Agreement, all
Performance Shares that have not yet vested shall vest and become immediately payable if
there is a Change of Control of Toro, as defined in the Plan.
e. Scale Back. The Committee may, in its discretion, cancel a portion of the
Performance Shares covered by this Agreement prior to the conclusion of the Award Term,
if the Committee determines that the Performance Goals for the Award Term cannot be
achieved at the maximum levels established, in accordance with paragraph 3.e,(v) of the
Plan.
5. Dividends and Voting. You will have no rights as a stockholder with respect to
Performance Shares unless and until Common Stock is issued in settlement of the
Performance Share Award. Except as expressly provided in the Plan, no adjustments will
be made for dividends or other rights for which the record date is prior to issuance of the
Common Stock.
6. Non-transferability. Neither your Performance Shares nor this Performance Share
Award nor any interest in the shares or award may be anticipated, alienated, encumbered,
sold, pledged, assigned, transferred or subjected to any charge or legal process, other than
by will or the laws of descent and distribution, so long as the Performance Shares have
not vested and shares of Common Stock have not been distributed in accordance with the
Plan, and any sale, pledge, assignment or other attempted transfer shall be null and void.
7. Successors and Heirs. This Agreement shall be binding upon and inure to the benefit of
Toro and its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of Toro's assets and
business. In the event of your death, any shares of Common Stock to which you may
become entitled will be delivered to your heirs or personal representative in accordance
with the terms of the Plan.
8. Governing Law. This Agreement will be construed, administered and governed in all
respects under and by the applicable laws of the State of Delaware, excluding any
conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement, the Plan, the award or the Performance Shares to the
substantive law of another jurisdiction.
9. Tax Withholding. Toro has the right to deduct from any award payment made under
this Agreement or to require you to pay the amount of any federal, state or local taxes of
any kind required by law to be withheld with respect to the grant, vesting, payment or
settlement of an award under this Agreement, or to take such other action as may be
necessary in the opinion of Toro to satisfy all obligations for the payment of such taxes. If
Common Stock is withheld or surrendered to satisfy tax withholding, such stock will be
valued at fair market value as of the date such Common Stock is withheld or
surrendered. Toro may also deduct from any award payment any other amounts due by
you to Toro.