Toro 2010 Annual Report Download - page 79

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5
as well as any other or additional “clawback,” forfeiture or recoupment policy adopted by Toro
either prior to or after the date of this Agreement.
8. Change of Control. Notwithstanding any provision of this Agreement to the contrary and
subject to the terms of any separate Change of Control or similar agreement to which you are
bound, this Performance Share Award shall become immediately vested upon the occurrence of a
Change of Control prior to the end of the Performance Period and unless deferred as provided
under Section 4(d) of this Agreement, shall be settled by payment of your Maximum Potential
Payout as soon as practicable after the occurrence of such Change of Control but in no event
later than March 15 of the calendar year following the calendar year in which the Change of
Control occurred. Notwithstanding any provision of this Agreement to the contrary, any
amounts paid in settlement of this Performance Share Award pursuant to this Section 8 shall be
paid in Shares representing your Maximum Potential Payout or such other form having a value
equivalent to your Maximum Potential Payout, as may be authorized by the Committee in its sole
discretion.
9. Shareholder Status. You will have no rights as a shareholder of Toro with respect to this
Performance Share Award unless and until Shares are issued in settlement of this Performance
Share Award pursuant to Section 4 of this Agreement. 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 Shares.
10. No Transfer. You may not transfer this Performance Share Award or any rights granted
under this Performance Share Award other than by will or applicable laws of descent and
distribution or, if approved by the Committee, pursuant to a qualified domestic relations order
entered into by a court of competent jurisdiction.
11. Tax Withholding. In the event you do not make prior arrangements with Toro to pay any
tax withholding obligations that may arise in connection with this Performance Share Award,
Toro will deduct or withhold from the Shares issued under this Agreement any federal, state,
local or other taxes of any kind that Toro reasonably determines are required by law to be
withheld with respect to income recognized or will take such other action as may be necessary in
the opinion of Toro to satisfy all obligations for the payment of such taxes. If the payment of tax
withholding obligations is satisfied in the form of withheld or surrendered Shares, such Shares
will be valued at their Fair Market Value on the date the withholding is to be determined, but in
no event shall such withholding exceed the minimum statutory withholding requirement.
12. Performance-Based Compensation. If you are a Covered Employee, it is intended that all
payments under this Performance Share Award constitute “qualified performance-based
compensation” within the meaning Section 162(m) of the Code and the Plan. This Performance
Share Award is to be construed and administered in a manner consistent with such intent.
13. Successors. All obligations of Toro under the Plan with respect to this Performance
Share Award shall be binding on any successor to Toro, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of Toro.