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Delaware
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1-8649
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41-0580470
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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8111
Lyndale Avenue South
Bloomington,
Minnesota
(Address
of principal executive offices)
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55420
(Zip
Code)
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(e)
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On
January 15, 2008, the Board of Directors of The Toro Company (the
“Company”), on recommendation of the Compensation & Human Resources
Committee, adopted amendments to certain of the Company’s equity
compensation plans. Specifically, the Board of Directors:
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(i)
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Amended
The Toro Company 2000 Stock Option Plan (the “2000 Stock Option Plan”) to:
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·
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affirmatively
prohibit the “repricing” of stock options without the approval of the
Company’s shareholders;
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·
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reduce
the Company’s flexibility with respect to option grants to foreign
nationals and California residents by specifically prohibiting the
reservation of shares or grant of options to such individuals in
excess of
the authorized number of shares under the 2000 Stock Option Plan,
the
repricing of options granted to such individuals, the granting of
options
with an exercise price of less than 100% of the fair market value
of the
Company’s common stock on the date of grant and any other action that
would require the approval of the Company’s shareholders under any
applicable law, rule or regulation;
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·
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eliminate
the ability of the Board of Directors to increase the number of shares
of
the Company’s common stock authorized for issuance under the 2000 Stock
Option Plan by an immaterial amount;
and
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·
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clarify
that “share recycling” is not permitted under the 2000 Stock Option Plan
and provide a methodology for accounting for shares reserved under
the
2000 Stock Option Plan.
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(ii)
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Amended
The Toro Company Performance Share Plan (the “PSP”) to decrease the number
of shares of the Company’s common stock authorized for issuance under the
PSP as performance share awards by 250,000, from 3,000,000 to 2,750,000.
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(iii)
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Amended
The Toro Company 2000 Directors Stock Plan (“2000 Directors Plan”) to
decrease the number of shares of the Company’s common stock authorized for
issuance under the 2000 Directors Plan by 25,000, from 480,000 to
455,000.
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Exhibit
No.
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Description
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10.1
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The
Toro Company 2000 Stock Option Plan (as amended January 15, 2008)
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10.2
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The
Toro Company Performance Share Plan (as amended January 15, 2008)
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10.3
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The
Toro Company 2000 Directors Stock Plan (as amended January 15,
2008)
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Date: January
18, 2008
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By
/s/ Timothy P. Dordell
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Timothy
P. Dordell
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Vice
President, Secretary and General Counsel
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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The
Toro Company 2000 Stock Option Plan (as amended January 15, 2008)
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10.2
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The
Toro Company Performance Share Plan (as amended January 15, 2008)
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10.3
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The
Toro Company 2000 Directors Stock Plan (as amended January 15,
2008)
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