TORO CO — Director's Dealing 2010

Dec 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2010-12-07

Reporting Person: Dordell Timothy P (VP, Secretary, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Performance Share Units	A	1604	—	Acquired	2685.317	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-08	Stock Option	$63.52	A	11500	Acquired	2020-12-08	Common Stock (11500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1833.868	Indirect
Common Stock	147.755	Indirect

Footnotes

F1: Represents payout of Performance Share Awards for the Fiscal 2008 to Fiscal 2010 Performance Period under The Toro Company Performance Share Plan (the "PSP"), as approved by the registrant's Compensation & Human Resources Committee of its Board of Directors and conditioned upon and subject to confirmation by the registrant's Fiscal 2010 financial results released on December 7, 2010. The reporting person has deferred the payout of his Performance Share Awards under The Toro Company Deferred Compensation Plan for Officers and, accordingly, the reporting person's Performance Share Awards are paid in Performance Share Units under The Toro Company Deferred Compensation Plan for Officers.

F2: Includes 15.317 Performance Share Units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers since the date of his last report.

F3: Includes 0.975 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F4: Includes the following shares of common stock acquired by the reporting person since the date of his last report: 1.545 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 73.021 shares acquired through issuer annual investment fund contributions to the IS&ESOP.

F5: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.