Toro 2010 Annual Report Download - page 78

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4
in the event you have properly elected to defer your receipt of any Shares issuable pursuant to
this Performance Share Award under The Toro Company Deferred Compensation Plan for
Officers, as such plan may be amended from time to time, or any similar successor plan, you
will receive such Shares in accordance with your deferral election.
e. The issuance and delivery of Shares pursuant to this Performance Share Award
shall be subject to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
5. Effect of Death, Disability, Retirement or Other Termination of Employment or Other
Service.
a. In the event your employment or other service with Toro or any Affiliate or
Subsidiary, as the case may be, is terminated by reason of death, Disability or Retirement
prior to the end of the Performance Period, this Performance Share Award will be
terminated and forfeited; provided, however, that if in the event your employment or
other service with Toro or any Affiliate or Subsidiary, as the case may be, is terminated
by reason of death, Disability or Retirement prior to the end of the Performance Period,
but after the conclusion of not less than 33 1/3% of the Performance Period, the
Committee may, in its sole discretion, cause Shares to be delivered or payment made with
respect to this Performance Share Award pursuant to Section 4 of this Agreement, but
only if otherwise earned for the entire Performance Period and only with respect to the
portion of the applicable Performance Period completed at the date of such event, with
proration based on full fiscal years only and no Shares to be delivered for partial fiscal
years.
b. In the event your employment or other service with Toro or any Affiliate or
Subsidiary, as the case may be, is terminated for any reason other than death, Disability
or Retirement prior to the end of the Performance Period, this Performance Share Award
will be terminated and forfeited.
6. Adverse Action. In addition to the other rights of the Committee under the Plan, if you
are determined by the Committee, acting in its sole discretion, to have taken any action that
would constitute an Adverse Action, (a) all of your rights under the Plan and any agreements
evidencing an Award granted under the Plan, including this Agreement evidencing this
Performance Share Award, then held by you shall terminate and be forfeited without notice of
any kind, and (b) the Committee in its sole discretion may require you to surrender and return to
Toro all or any Shares received, or to disgorge all or any profits or any other economic value
(however defined by the Committee) made or realized by you, during the period beginning one
year prior to your termination of employment or other service with Toro, an Affiliate or a
Subsidiary, in connection with any Awards granted under the Plan, including this Performance
Share Award, or any Shares issued upon the exercise, vesting or settlement of any Awards,
including this Performance Share Award. This Section 6 shall not apply following the
occurrence of a Change of Control.
7. Clawback, Forfeiture or Recoupment. Any Shares issued to you under this Performance
Share Award will be subject to the forfeiture provision contained in Section 13.6(b) of the Plan