Toro 2010 Annual Report Download - page 76

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2
Performance Goal
Weighting
Performance Measure
Threshold
([__]% payout)
Target
(100% payout)
Maximum
([___]%
payout)
Payouts will be interpolated between Threshold and Target if the Performance Goals for the
Performance Measure attained for the Performance Period falls between the Threshold and
Target percentages specified in the table, and will be rounded down to the nearest whole number
of Shares. Payouts will be interpolated between Target and Maximum if the Performance Goals
for the Performance Measure attained for the Performance Period falls between the Target and
Maximum percentages specified in the table, and will be rounded down to the nearest whole
number of Shares.
b. Absent the occurrence of a Change of Control prior to the end of the Performance
Period, and to the extent not previously forfeited or terminated pursuant to Section 5, 6 or 7 of
this Agreement, this Performance Share Award shall be immediately forfeited and terminated as
of the end of the Performance Period if none of the Performance Goals for the Performance
Measures meet the Threshold for payment as set forth in the table above and the Committee
determines that Section 3(c) of this Agreement does not apply.
c. In determining whether and to what extent each Performance Goal has been
achieved, the Committee [may/shall] exclude from the calculation each of the following events
that occurs during a Performance Period, each as defined by generally accepted accounting
principles and as identified in Toro’s consolidated financial statements, notes to the consolidated
financial statements, management’s discussion and analysis or other filings with the Securities
and Exchange Commission by Toro: [(i) items related to a change in accounting or measurement
principles; (ii) items relating to financing activities; (iii) expenses for restructuring or
productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi)
items attributable to the business operations of any entity acquired by Toro during the
Performance Period; (vii) items related to the disposal of a business or segment of a business;
(viii) items related to discontinued operations that do not qualify as a segment of a business
under applicable accounting standards; (ix) items attributable to any stock dividend, stock split,
combination or exchange of stock occurring during the Performance Period; (x) any other items
of significant income or expense which are determined to be appropriate adjustments; (xi) items
relating to unusual or extraordinary corporate transactions, events or developments, (xii) items
related to amortization of acquired intangible assets; (xiii) items that are outside the scope of
Toro’s core, on-going business activities; (xiv) items related to acquired in-process research and
development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or
partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating
to gains or losses for litigation, arbitration and contractual settlements; (xix) foreign exchange
gains and losses; or (xx) items relating to any other unusual or nonrecurring events or changes in
applicable laws, accounting principles or business conditions;] and shall include each of the
following events that occurs during a Performance Period, each as defined by generally accepted