0000737758-10-000030 Sample Contracts

Restricted Stock Award Agreement The Toro Company 2010 Equity and Incentive Plan
Restricted Stock Award Agreement • September 2nd, 2010 • 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 2010 Equity and Incentive Plan (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.

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Nonemployee Director Stock Option Agreement The Toro Company 2010 Equity and Incentive Plan
Nonemployee Director Stock Option Agreement • September 2nd, 2010 • 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 2010 Equity and Incentive Plan (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.

Nonqualified Stock Option Agreement The Toro Company 2010 Equity and Incentive Plan
Nonqualified Stock Option Agreement • September 2nd, 2010 • 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 2010 Equity and Incentive Plan (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.

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