Toro 2010 Annual Report Download - page 75

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1
Exhibit 10.17
PERFORMANCE SHARE AWARD AGREEMENT
THE TORO COMPANY 2010 EQUITY AND INCENTIVE PLAN
This Agreement (this “Agreement”) dated [________________] (“Grant Date”) between
The Toro Company, a Delaware corporation (“Toro”), and [____________________] (“you”)
sets forth the terms and conditions of a grant to you of a performance share award (this
“Performance Share Award”) under The Toro Company 2010 Equity and Incentive Plan (the
“Plan”). This Performance Share Award is subject to all of the terms and conditions set forth in
the Plan, this Agreement and the Performance Share Award Acceptance Agreement should you
decide to accept this Performance Share Award. All of the terms in this Agreement and the
Performance Share Award Acceptance Agreement that begin with a capital letter are either
defined in this Agreement or in the Plan.
1. Performance Share Award. Toro hereby grants you this Performance Share Award
representing the right to receive up to a maximum (your “Maximum Potential Payout”) of
[_______] shares (“Shares”) of common stock, par value $1.00 per share, of Toro (“Common
Stock”) under the Plan, subject to the terms and conditions of this Agreement and the Plan and
your consent to those terms and conditions. For purposes of this Performance Share Award,
your right to receive [_______] Shares is considered your “Target Potential Payout”. The
number and type of Shares issuable under this Performance Share Award are subject to
adjustment pursuant to Section 4.4 of the Plan.
2. Performance Period. The period of time during which the Performance Goals described
in Section 3 of this Agreement must be met in order to determine the degree of payout or the
number of Shares that may be issued under this Performance Share Award pursuant to Section 4
of this Agreement is the three (3) fiscal years ending October 31, [____] to [____] (the
“Performance Period”). Except as otherwise provided in Section 8 of this Agreement, Toro
intends to issue Shares to you only at the end of the Performance Period and only upon the
achievement of the Performance Goals described in Section 3 of this Agreement, and except as
otherwise provided in Section 8 of this Agreement, no Shares shall be issued to you in settlement
of this Performance Share Award prior to the end of the Performance Period or if none of the
Performance Goals for the Performance Measures meet the Threshold for payment as set forth in
the table in Section 3 of this Agreement.
3. Performance Measures; Performance Goals and Determination of Amount of Payment.
a. Except as otherwise provided in this Section 3, the number of Shares payable in
settlement of this Performance Share Award shall be determined by reference to the Performance
Measures and Performance Goals achieved during the Performance Period in accordance with
the table below and may range from 0% to [___]% of your Target Potential Payout. The
Performance Measures and the Performance Goals to be achieved on a cumulative basis over the
Performance Period and their respective weightings and their respective Threshold, Target and
Maximum levels of performance, are set forth below: