RESTRICTED STOCK UNIT AWARD AGREEMENT THE TORO COMPANY 2010 EQUITY AND INCENTIVE PLANRestricted Stock Unit Award Agreement • December 21st, 2012 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
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.
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLCLimited Liability Company Agreement • December 21st, 2012 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
THIS AMENDMENT NO. 1 (this “Amendment”) to the Limited Liability Company Agreement (the “Agreement”) of Red Iron Acceptance, LLC, a Delaware limited liability company (the “Company”), is made as of May 31, 2011, by and between Red Iron Holding Corporation, a Delaware corporation (“Toro Sub”), and TCFIF Joint Venture I, LLC, a Minnesota limited liability company (“TCFIF Sub”). Toro Sub and TCFIF Sub are individually referred to herein as a “Member” and, collectively, as the “Members.” Defined terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.
