Exhibit 10(t)
THE TORO COMPANY
PERFORMANCE SHARE AWARD AGREEMENT
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”).
1.
Performance Share Award. Toro hereby grants you
Performance Shares (your “Maximum Potential Payout”)
for Fiscal Years
to
(the
“Award Term”), subject to the terms and conditions of
this Agreement and of the Plan and to your consent to those terms
and conditions.
a.
Performance Share
Definition. A Performance Share is a right to receive one
share of Toro Common Stock, par value $1.00 per share, and
Preferred Share Purchase Rights attached thereto, (the
“Common Stock”), contingent on the achievement of
Performance Goals.
b.
Performance Goal Achievement
Required. You will receive shares of Common Stock for
Performance Shares under this Performance Share Award only if Toro
achieves Performance Goals for the Award Term established by the
Committee and the Committee certifies in writing that the
Performance Goals have been achieved. If the Performance Goals are
not achieved, a portion or all of your Performance Shares will be
canceled and you will receive no Common Stock for canceled
shares.
c.
Performance Goals. The
Performance Goals to be achieved with respect to the Award Term are
corporate revenue of
$< >,
cumulative net income plus after-tax interest of
$< >
and cumulative average net asset turns of
< >
(the “Target Levels”).
2.
Number of Shares Delivered. If the Performance Goals are
achieved at the Target Levels, you will receive
shares of Common Stock (your “Target Payout”). If the
Performance Goals are achieved at levels above or below the Target
Levels, the number of shares of Common Stock you will receive will
be increased or reduced, including to zero, in accordance with the
matrix set forth in Exhibit A, which is attached to and forms
a part of this Agreement, subject further to adjustment and
proration as provided in the Plan and the Committee’s
resolutions of
.
You may not receive a greater number of shares of Common Stock than
your Maximum Potential Payout.
3.
Payment of Awards. Performance Shares payable to you will be
paid solely in shares of Common Stock.
4.
Vesting and Cancellation Under Special Circumstances.
a.
Retirement, Death or
Disability . If a Plan Participant retires, dies or
becomes permanently disabled and unable to work prior to the end of
an Award Term, but after the conclusion of not less than 33% of the
Award Term, the Committee may, in its sole discretion, cause shares
of Common Stock to be delivered with respect to the
participant’s Performance Share Award, but only if otherwise
earned and only with respect to the portion of the applicable Award
Term completed at the date of such event, with proration based on
full fiscal years only and no shares to be delivered for partial
fiscal years. “Retirement” means termination of
employment with the Company at age 55 or older and with a number of
years of service to the Company that, when added together with the
participant’s age, equals at least 65. The Committee shall
consider the requirements of paragraph 3 .e.(i).(A) of the
Plan and shall have the discretion to consider any other fact or
circumstance in making its decision as to whether to deliver
shares, including whether the participant again becomes employed.
Shares shall be delivered only after the conclusion of the
applicable Award Ter
