TORO CO — Regulatory Filings 2011

Jan 21, 2011

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2011

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-8649	41-0580470
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

8111 Lyndale Avenue South
Bloomington, Minnesota	55420
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 888-8801

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS

Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-10.1

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Section 5 — Corporate Governance and Management

link2 "Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)
Key changes incorporated into the CIC Policy include:

| • | Replacing the modified “single trigger” included in the change in control employment
agreements with a “double trigger” for severance payments; |
| --- | --- |
| • | Decreasing the multiple of base salary and annual cash incentive award to be paid as
severance in the event of a termination in connection with a change in control from three
times to two times for all executives, except for the Chief Executive Officer; |
| • | Decreasing the amount of the annual cash incentive award to be used in calculating the
severance payment from the highest annual cash incentive award over the last three fiscal
years to the current target annual cash incentive award; |
| • | Reducing the payout of any performance share awards in connection with the change in
control from maximum levels of performance to target; |
| • | Eliminating additional “gross-up” payments; |
| • | Eliminating the additional three years of retirement plan benefits; |
| • | Requiring as a condition to receiving change in control severance benefits the
execution by the executive of a release substantially in the form attached to the CIC
Policy; and |
| • | Tightening the change in control definition to increase the acquisition of beneficial
ownership percentage from 15% to 20%. |

Under the CIC Policy, if an executive officer’s employment is terminated by Toro without just cause or if the executive officer terminates his or her employment for good reason within three years after a change in control of Toro, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control, the executive officer would be entitled to receive:

| • | a lump sum cash severance payment equal to two times (or three times with respect to
the Chief Executive Officer) the sum of the executive officer’s then current annual base
salary and target annual cash incentive award; |
| --- | --- |
| • | a lump sum cash payment in an amount equal to the executive officer’s pro rated target
annual cash incentive award for the fiscal year in which the termination date occurs,
reduced by any amounts paid under the terms of the applicable incentive policy itself for the same
period of time; |
| • | eligibility for continuation coverage under Toro’s medical, dental and other group
health plans for a period of three years following the termination date and reimbursement
for any costs incurred in securing such continuation coverage that are in excess of costs
that would have been incurred by the executive immediately prior to his or her termination
date to obtain such coverage; and |
| • | two years of outplacement services. |

| The foregoing benefits are in addition to amounts otherwise payable under any other compensation
arrangements, including Toro’s stock-based incentive compensation plans, and are conditioned
upon the execution by the executive of a release substantially in the form attached to the CIC
Policy. Toro believes that its change in control arrangements, including the CIC Policy, are
important because they provide its executive officers with retention incentives and additional
monetary motivation to complete a transaction that the Board believes is in the best interests
of Toro and its shareholders. Toro also believes that it is in best interest of Toro and its
shareholders to assure that it will have the continued dedication of its executive officers,
notwithstanding the possibility, threat or occurrence of a change in control, and that it is
imperative to diminish the inevitable distraction of its executive officers by virtue of the
personal uncertainties and risks, including personal financial risks, created by a pending or
threatened change in control. |
| --- |
| The foregoing description of the CIC Policy is a summary of the material terms of such policy,
does not purport to be complete and is qualified in its entirety by reference to the complete
text of the policy, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference. Certain terms used herein, including “just cause,”
“good reason,” and “change in control” are defined in the CIC Policy. |

Section 9 — Financial Statements and Exhibits

link2 "Item 9.01 Financial Statements and Exhibits"

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	The Toro Company Change in Control Severance Compensation
Policy and attached form of Release (filed herewith)

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link1 "SIGNATURES"

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Timothy P. Dordell
Timothy P. Dordell
Vice President, Secretary and General Counsel

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THE TORO COMPANY CURRENT REPORT ON FORM 8-K

link1 "EXHIBIT INDEX"

EXHIBIT INDEX

Exhibit Number	Description
10.1	The Toro Company Change in Control Severance Compensation
Policy and attached form of Release (filed herewith)

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