Toro 2012 Annual Report Download - page 82

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1
RESTRICTED STOCK UNIT AWARD AGREEMENT
THE TORO COMPANY 2010 EQUITY AND INCENTIVE PLAN
This Agreement (this “Agreement”) dated [_grant date_] (“Grant Date”),
between The Toro Company, a Delaware corporation (“Toro”), and [_participant_]
(“you”) sets forth the terms and conditions of the grant to you of a restricted stock unit
(“RSU”) award (this “RSU Award”) relating to [# of shares] shares of common stock,
par value $1.00 per share, of Toro (“Award Shares”) under The Toro Company 2010
Equity and Incentive Plan, as amended (the “Plan”). This RSU Award is subject to all of
the terms and conditions set forth in the Plan, this Agreement and the RSU Award
Acceptance Agreement should you decide to accept this RSU Award. All of the terms in
this Agreement and the RSU Award Acceptance Agreement that begin with a capital
letter are either defined in this Agreement or in the Plan. For purposes of this Agreement
and the RSU Award Acceptance Agreement, any reference to “Toro” shall include any
Affiliate or Subsidiary that employs you.
1. Vesting and Forfeiture.
(a) Except as provided in Sections 1(b), 1(c), 4 and 5 of this Agreement, your
interest in the RSU Award will vest and the Award Shares will become issuable
[Time Vesting] [on ________] or [in ______ (__) as equal as possible
installments on each of the ________ anniversaries after the Grant Date (rounding down
to the nearest whole Share on the vesting date(s), if necessary)]
OR
[Performance-Based Vesting] [Upon satisfaction of the performance goal set forth
[below/in Exhibit A to this Agreement] (the “Performance Goal”), as determined by the
Committee as soon as practicable after completion of the performance period set forth
therein (the “Performance Period”), but in any event not later than [[December 15] of the
calendar year in which the Performance Period ends/March 15 of the calendar year
following the calendar year in which the Performance Period ends] (the date the
Committee so determines, the “Determination Date”). [The Performance Goal is
_____________________]. Except as provided in Section 5 of this Agreement, this RSU
Award shall be cancelled and you shall forfeit all rights to the Award Shares subject to
this RSU Award and otherwise have no rights hereunder, except those Award Shares that
had been previously issued pursuant to this Section 1(a), if either (i) the Determination
Date does not occur or (ii) the Committee determines on the Determination Date that the
Performance Condition has not been satisfied. If you are a Covered Employee, it is
intended that all payments of Award Shares under this RSU Award constitute “qualified
performance-based compensation” within the meaning Section 162(m) of the Code and
the Plan. This RSU Award is to be construed and administered in a manner consistent
with such intent.]