Exhibit 10.20
NONQUALIFIED STOCK OPTION AGREEMENT
THE TORO COMPANY 2000 DIRECTORS STOCK OPTION
PLAN
Agreement dated
November , 20 , between The Toro
Company, a Delaware corporation (“Toro”), and
<<name>> (“you”) setting forth the terms
and conditions of the grant to you of a nonqualified option to
purchase
shares
of Toro Common Stock, at an exercise price of
. per share, under The Toro
Company 2000 Directors Stock Option Plan
(“Plan”).
1.
Expiration Date. This option
shall expire on November ,
20 .
2.
Vesting. Except as provided in
Sections 3 and 5, this option shall vest and become exercisable in
three approximately equal installments on each of the first, second
and third anniversaries after the date of grant.
3.
Exercise. Except as provided
in Section 2 or as otherwise provided in this section, you may
exercise the option only while you are a director of Toro and only
if you have been continuously serving since the date of grant,
except as follows: ¼!
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(a)
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If you become disabled, this option will vest in
full on the date your service ceases by reason of such disability,
and you or your guardian or legal representative may exercise the
option until the earlier of the date the option expires or one year
after the date your service ceases by reason of your
disability.
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(b)
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If you die, this option will vest immediately,
and your legal representatives, heirs or legatees may exercise the
option until the earlier of the date it expires or one year after
the date of your death.
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(c)
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If you have served as a member of the Board for
ten full fiscal years or longer and terminate service on the Board,
(i) the option will continue to vest in accordance with its
terms and (ii) you may exercise the vested portion of the
option for up to four years after the date of termination, but not
later than the date the option expires.
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(d)
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If you have served as a member of the Board for
less than ten full fiscal years and terminate service on the Board,
(i) any unvested portion of the option shall expire and be
canceled and (ii) you may exercise any vested portion of the
option for up to three months after the date of termination, but
not later than the date the option expires.
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4.
No Transfer. You may not transfer
this option other than by will or applicable laws of descent and
distribution.
