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: Grams Blake M (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Performance Share Units	A	632	—	Acquired	1120.927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-08	Stock Option	$63.52	A	4100	Acquired	2020-12-08	Common Stock (4100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6839.424	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 3.259 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 the following shares of common stock acquired by the reporting person since the date of his last report: 45.031 shares acquired under the dividend reinvestment feature of The Toro Company Investment, Savings & ESOP (IS&ESOP); and 185.040 shares acquired through individual and issuer matching contributions to the IS&ESOP.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.