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: HOFFMAN MICHAEL J (Director, Chmn., CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Common Stock	A	9720	—	Acquired	207370.305	Direct
2010-12-07	Common Stock	F	4150	$64.38	Disposed	203220.305	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-08	Stock Option	$63.52	A	63300	Acquired	2020-12-08	Common Stock (63300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31408.004	Indirect
Performance Share Units	47442.898	Direct

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. Performance Share Awards are paid in Shares of Common Stock under the PSP.

F2: Includes 615.078 shares of common stock acquired by the reporting person under The Toro Company Dividend Reinvestment Plan since the date of his last report.

F3: Includes 97.527 shares of common stock acquired by the reporting person under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP since the date of his last report.

F4: Includes 146.985 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.

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