Toro 2012 Annual Report Download - page 87

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6
RSU AWARD ACCEPTANCE AGREEMENT
I hereby agree to the terms and conditions governing this RSU Award as set forth
in the Restricted Stock Unit Award Agreement, this RSU Award Acceptance Agreement
and as supplemented by the terms and conditions set forth in the Plan.
In accepting this RSU 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 Restricted Stock Unit Award Agreement or this RSU
Award Acceptance Agreement;
(b) The grant of this RSU Award is voluntary and occasional and does not
create any contractual or other right to receive future RSU Awards, or benefits in lieu of
RSU Awards, even if RSU Awards have been granted repeatedly in the past;
(c) All decisions with respect to any future grant of an RSU Award will be at
the sole discretion of Toro;
(d) I am voluntarily participating in the Plan;
(e) This RSU Award is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to Toro or any Affiliate or
Subsidiary, and which is outside the scope of my employment contract, if any;
(f) This RSU 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;
(g) In the event I am not an employee of Toro or any Affiliate or Subsidiary,
this RSU Award will not be interpreted to form an employment contract or relationship
with Toro or any Affiliate or Subsidiary; and furthermore, this RSU Award will not be
interpreted to form an employment contract with Toro or any Affiliate or Subsidiary;
(h) The future value of the Award Shares subject to this RSU Award is
unknown and cannot be predicted with certainty and if this RSU Award vests and the
Award Shares become issuable in accordance with the terms of the Restricted Stock Unit
Award Agreement and this RSU Award Acceptance Agreement, the value of those
Award Shares may increase or decrease;
(i) In consideration of the grant of this RSU Award, no claim or entitlement
to compensation or damages shall arise from termination of this RSU Award or