Toro 2010 Annual Report Download - page 91

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8
ANNUAL PERFORMANCE AWARD ACCEPTANCE AGREEMENT
[________________]
I hereby agree to the terms and conditions governing the Annual Performance Award as
set forth in the Annual Performance Award Agreement, this Annual Performance Award
Acceptance Agreement and as supplemented by the terms and conditions set forth in the Plan.
In accepting the Annual Performance Award, I hereby acknowledge that:
(a) The Plan is established voluntarily by Toro, it is discretionary in nature and it may
be modified, amended, suspended or terminated by Toro at any time, unless otherwise provided
in the Plan, the Annual Performance Award Agreement or this Annual Performance Award
Acceptance Agreement;
(b) The grant of the Annual Performance Award is voluntary and occasional and does
not create any contractual or other right to receive future Annual Performance Awards, or
benefits in lieu of Annual Performance Awards, even if Annual Performance Awards have been
granted repeatedly in the past;
(c) All decisions with respect to future Annual Performance Award grants, if any,
will be at the sole discretion of Toro;
(d) I am voluntarily participating in the Plan;
(e) The Annual Performance Award is not part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments and in no event should be considered as compensation
for, or relating in any way to, past services for Toro or any Affiliate or Subsidiary;
(f) In consideration of the grant of the Annual Performance Award, no claim or
entitlement to compensation or damages shall arise from termination of the Annual Performance
Award or diminution in value of the Annual Performance Award resulting from termination of
my employment or service by Toro or any one of its Affiliates or Subsidiaries (for any reason
whatsoever and whether or not in breach of applicable labor laws) and I hereby irrevocably
release Toro and its Affiliates and Subsidiaries from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to
have arisen, then, by acceptance of the Annual Performance Award, I shall be deemed
irrevocably to have waived my entitlement to pursue such claim;
(g) Toro is not providing any tax, legal or financial advice, nor is Toro making any
recommendations regarding my participation in the Plan or my acceptance of the Annual
Performance Award; and
(h) I have been advised to consult with my own personal tax, legal and financial