Toro Co Sample Contracts

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Rights Agreement • May 27th, 1998 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
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STOCKHOLDER AGREEMENT AND IRREVOCABLE PROXY
Stockholder Agreement • November 7th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Minnesota
LOAN AGREEMENT
Loan Agreement • September 11th, 2003 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
THE TORO COMPANY AFFILIATE AGREEMENT OCTOBER 23, 1997
Affiliate Agreement • November 7th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
100,000,000 3.81% Senior Notes, Series A, due June 15, 2029 $100,000,000 3.91% Senior Notes, Series B, due June 15, 2031
Note Purchase Agreement • April 30th, 2019 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
THE TORO COMPANY $125,000,000
Underwriting Agreement • April 26th, 2007 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York

The Notes will be issued pursuant to an indenture, dated as of April 20, 2007 (the “Base Indenture”) between the Company and The Bank of New York Trust Company, N.A. , as trustee, as supplemented by the Supplemental Indenture, to be dated as of April 26, 2007 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), Certain terms of the Notes will be established pursuant to the Supplemental Indenture. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

THE TORO COMPANY DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • June 9th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
CREDIT AGREEMENT
Credit Agreement • June 19th, 2018 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of June 19, 2018, among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO LUXEMBOURG S.A.R.L. (“Toro Luxembourg”), a Luxembourg limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés de Luxembourg) under registration number B 131.092, certain other Subsidiaries of Toro party hereto pursuant to Section 2.17 (each a “Designated Borrower” and, together with Toro Luxembourg, the “Subsidiary Borrowers” and, together with Toro, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Contract
Term Loan Credit Agreement • April 28th, 2022 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 17th, 1996 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • California
THE TORO COMPANY EMPLOYMENT AGREEMENT AND COVENANT NOT TO COMPETE
Employment Agreement • November 7th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Minnesota
CREDIT AGREEMENT Dated as of July 28, 2011 among THE TORO COMPANY, TORO MANUFACTURING LLC, EXMARK MANUFACTURING COMPANY INCORPORATED, TORO INTERNATIONAL COMPANY, and CERTAIN OTHER SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative...
Credit Agreement • July 29th, 2011 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 28, 2011, among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO MANUFACTURING LLC, a Delaware limited liability company (“Manufacturing”), EXMARK MANUFACTURING COMPANY INCORPORATED, a Nebraska corporation (“Exmark”), and TORO INTERNATIONAL COMPANY, a Minnesota corporation (“TIC”), certain other Subsidiaries of Toro party hereto pursuant to Section 2.17 (each a “Designated Borrower” and, together with Manufacturing, Exmark and TIC, the “Subsidiary Borrowers” and, together with Toro, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

THE TORO COMPANY EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 1999 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
CREDIT AGREEMENT Dated as of October 27, 2014 among THE TORO COMPANY, TORO MANUFACTURING LLC, EXMARK MANUFACTURING COMPANY INCORPORATED, TORO INTERNATIONAL COMPANY, and CERTAIN OTHER SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative...
Credit Agreement • October 27th, 2014 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of October 27, 2014, among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO MANUFACTURING LLC, a Delaware limited liability company (“Manufacturing”), EXMARK MANUFACTURING COMPANY INCORPORATED, a Nebraska corporation (“Exmark”), TORO INTERNATIONAL COMPANY, a Minnesota corporation (“TIC”), certain other Subsidiaries of Toro party hereto pursuant to Section 2.17 (each a “Designated Borrower” and, together with Manufacturing, Exmark and TIC, the “Subsidiary Borrowers” and, together with Toro, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

THE TORO COMPANY EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 1998 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
3.97% Senior Notes due June 30, 2032
Note Purchase Agreement • June 30th, 2022 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
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RESTRICTED STOCK AWARD AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN
Restricted Stock Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement (this “Agreement”) dated [ ] (“Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a restricted stock award (this “Restricted Stock Award”) of [ ] shares of common stock, par value $1.00 per share, of Toro (“Award Shares”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Restricted Stock Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Restricted Stock Award Acceptance Agreement should you decide to accept this Restricted Stock Award. All of the terms in this Agreement and the Restricted Stock Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Restricted Stock Award Acceptance Agreement, any reference to “Emp

PERFORMANCE SHARE AWARD AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN
Performance Share Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement (this “Agreement”) dated [ ] (“Grant Date”) between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of a grant to you of a performance share award (this “Performance Share Award”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Performance Share Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Performance Share Award Acceptance Agreement should you decide to accept this Performance Share Award. All of the terms in this Agreement and the Performance Share Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Performance Share Award Acceptance Agreement, any reference to “Employer” shall mean the entity (Toro or any Affiliate or Subsidiary) that employs

NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN
Nonemployee Director Stock Option Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement (this “Agreement”) dated [ ] (“Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a nonqualified option (this “Option”) to purchase [ ] shares of common stock, par value $1.00 per share, of Toro (“Shares”) at an exercise price of $[ ] per Share, under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Option is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Nonemployee Director Stock Option Acceptance Agreement should you decide to accept this Option. All of the terms in this Agreement and the Nonemployee Director Stock Option Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan.

ANNUAL PERFORMANCE AWARD AGREEMENT FISCAL [ ] THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN
Annual Performance Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement (this “Agreement”) dated [ ] (“Grant Date”) between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of a grant to you of an annual performance award (this “Annual Performance Award”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Annual Performance Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Annual Performance Award Acceptance Agreement should you decide to accept this Annual Performance Award. All of the terms in this Agreement and the Annual Performance Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Annual Performance Award Acceptance Agreement, any reference to “Employer” shall mean the entity (Toro or any Affiliate or Subsidiary) that

NONQUALIFIED STOCK OPTION AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN
Nonqualified Stock Option Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement (this “Agreement”) dated [ ] (the “Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a nonqualified option (this “Option”) to purchase [ ] shares of common stock, par value $1.00 per share, of Toro (“Shares”), at an exercise price of $[ ] per Share, under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Option is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Nonqualified Stock Option Acceptance Agreement should you decide to accept this Option. All of the terms in this Agreement and the Nonqualified Stock Option Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Nonqualified Stock Option Acceptance Agreement, any reference t

CREDIT AND SECURITY AGREEMENT dated as of AUGUST 12, 2009 between RED IRON ACCEPTANCE, LLC and TCF INVENTORY FINANCE, INC.
Credit and Security Agreement • December 20th, 2023 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Minnesota

NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows:

RESTRICTED STOCK UNIT AWARD AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN
Restricted Stock Unit Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement (this “Agreement”) dated [ ] (“Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a restricted stock unit (“RSU”) award (this “RSU Award”) of [ ] shares of common stock, par value $1.00 per share, of Toro (“Award Shares”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (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 “Employer” shall mean the entity (Toro or any Affiliate or Subsidiary) that employs you.

THE TORO COMPANY PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • December 21st, 2007 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement is entered into as of by and between (“Employee” or “you”) and The Toro Company, a Delaware corporation (“Toro” or “we”), to set forth the terms and conditions of a Performance Share Award granted to you by the Compensation and Human Resources Committee of the Board of Directors of Toro (the “Committee”) pursuant to The Toro Company Performance Share Plan (the “Plan”).

AGREEMENT TO FORM JOINT VENTURE
Joint Venture Agreement • December 20th, 2023 • Toro Co • Lawn & garden tractors & home lawn & gardens equip

This Agreement To Form Joint Venture (this “Agreement”) is made and entered into as of the 12th day of August, 2009, between The Toro Company, a Delaware corporation (“Toro”), and TCF Inventory Finance, Inc., a Minnesota corporation (“TCFIF”) (collectively, Toro and TCFIF, the “Parties” and individually, a “Party”).

STOCK OPTION AGREEMENT
Stock Option Agreement • September 26th, 2005 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This agreement is entered into as of the first day of November, 2005 by and between The Toro Company, a Delaware corporation (the “Company” or “Toro”), and (the “Director” or “you”), to set forth the terms and conditions of the grant to you under the 2000 Directors Stock Plan (the “Plan”) of a nonqualified stock option to purchase shares of Toro Common Stock, par value $1.00 per share, and related Preferred Share Purchase Rights (the “Common Stock”) at an exercise price of $ per share (the “option”), the fair market value of the Common Stock on November 1, 2005.

THE TORO COMPANY PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • December 6th, 2005 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware

This Agreement is entered into as of November 30, 2005, by and between (“Employee” or “you”) and The Toro Company, a Delaware corporation (“Toro” or “we”), to set forth the terms and conditions of a Performance Share Award granted to you by the Compensation and Human Resources Committee of the Board of Directors of Toro (the “Committee”) pursuant to The Toro Company Performance Share Plan (the “Plan”).

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