Exhibit 10.21
NONQUALIFIED STOCK OPTION
AGREEMENT
THE TORO COMPANY 2000 STOCK OPTION
PLAN
Agreement dated «date»,
between The Toro Company, a Delaware corporation
(“Toro”), and «firstname»
«lastname» (“you”) setting forth the terms
and conditions of the grant to you of a nonqualified option to
purchase «# of shares» shares of Toro Common Stock,
at an exercise price of «$» per share, under The
Toro Company 2000 Stock Option Plan
(“Plan”).
1.
Expiration Date. This option
shall expire on «date».
2.
Vesting. Except as provided in
Sections 3 and 6, 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 an employee of Toro or a
parent or subsidiary of Toro and only if you have been continuously
employed since the date of grant, except as follows:
(a)
Disability. If you become
disabled, this option will vest immediately prior to your
termination of employment 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 employment terminates by reason of your
disability.
(b)
Death. 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.
(c)
Retirement. If you cease to be
an employee by reason of retirement as defined in this
Section 3(c) on or after November 1, 2009 this
option will remain outstanding for up to four years after the date
of your retirement, but not later than the date the option expires,
and will continue to vest under Section 2; provided, however,
that if you become employed or retained to render services or
assume responsibilities similar to those of the Toro position from
which you retire, your option shall be canceled and shall
automatically be canceled and shall automatically expire and be
forfeited. For purposes of this Section 3(c) and
Section 3(d), your termination of employment shall be deemed
to be “retirement” if you meet both of the following
conditions: (i) you
terminate employment at or after age
55 and (ii) your age and the number of years of your service
to Toro, when added together, equal at least 65.
(d)
Termination. Except as
provided otherwise in this Section 3 with respect to
disability, death and retirement, if you cease to be an employee
including retiring on or before October 31, 2009, you may
exercise the vested portion of this option, if any, for up to three
months after the date your employment terminates, but not later
than the date the option expires, and any unvested portion of this
option will be canceled on the date your employment
terminates.
(e)
Leave. Your absence on leave
or other interruption in your performance of services will not be
deemed a cessation or interruption of employment for purposes of
the Plan, if approved by Toro’s Compensation & Human
Resources Committee.
4.
No Transfer. You may not transfer
this option other than by will or applicable laws of descent and
distribution.
5.
Non-Compete. Notwithstanding
any other provision of this agreement, if within one year after you
terminate employment with or performance of services to Toro,
including by reason of retirement, you (a) are employed or
retained by, or render services to, any organization that directly
or indirectly competes with or becomes competitive with Toro, or if
the rendering of such services is prejudicial to or in conflict
with the interests of Toro, or (b) you violate any
confidentiality agreement, or agreement governing the ownership or
as
