Toro 2010 Annual Report Download - page 87

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d. Notwithstanding any of the foregoing or any other provision of this Agreement,
in the event you have properly elected to defer your receipt of any payment pursuant to this
Annual Performance Award under The Toro Company Deferred Compensation Plan, as such
plan may be amended from time to time, or any similar successor plan, you will receive such
payment in accordance with your deferral election.
e. The payment pursuant to this Annual Performance 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 for any reason other than death, Disability
or Retirement and the effective date of such termination is prior to the date payment is
made in settlement of this Annual Performance Award pursuant to Section 4 of this
Agreement or would have been made had there not been a deferral election in place, this
Annual Performance Award will be terminated and forfeited.
b. 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
and the effective date of such termination is prior to the date payment is made in
settlement of this Annual Performance Award pursuant to Section 4 of this Agreement or
would have been made had there not been a deferral election in place, this Annual
Performance Award will be terminated and forfeited; provided, however, that the
Committee may, in its sole discretion, cause payment to be made with respect this Annual
Performance Award and in accordance with the payment terms hereof, but only if
otherwise earned for the entire Performance Period and only with respect to the portion of
the Performance Period completed as of the date of such death, Disability or Retirement.
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 Annual
Performance 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 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 (1) 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 Annual Performance Award. This Section 6 shall not apply following the
occurrence of a Change of Control.
7. Clawback, Forfeiture or Recoupment. Any amounts paid to you under this Annual
Performance Award will be subject to the forfeiture provision contained in Section 13.6(b) of the
Plan 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.