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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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NOTICE OF 2010
ANNUAL MEETING AND

PROXY STATEMENT

FOR MARCH 16, 2010

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Michael J. Hoffman
Chairman and CEO

February 2, 2010

Dear Fellow Shareholders:

I am pleased to invite you to join us for The Toro Company 2010 Annual Meeting of Shareholders to be held on Tuesday, March 16, 2010, at 1:30 p.m., Central Daylight Time, at our corporate offices. Details about the annual meeting, nominees for election to the Board of Directors and other matters to be acted on at the annual meeting are presented in the Notice of Annual Meeting and proxy statement that follow.

It is important that your shares be represented at the 2010 Annual Meeting, regardless of the number of shares you hold and whether or not you plan to attend the meeting in person. Accordingly, please exercise your right to vote by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received an electronic or paper copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described in the proxy statement.

On behalf of your Toro Board of Directors and Management, it is my pleasure to express our appreciation for your continued support.

Sincerely,

Michael J. Hoffman

Your vote is important. Please exercise your right to vote as soon as possible by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received an electronic or paper copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described in the proxy statement. By doing so, you may save us the expense of additional solicitation.

You also can help us make a difference by eliminating paper proxy mailings. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card or Notice Regarding the Availability of Proxy Materials. Your consent to receive shareholder materials electronically will remain in effect until canceled.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

        The Toro Company 2010 Annual Meeting of Shareholders will be held on Tuesday, March 16, 2010, at 1:30 p.m., Central Daylight Time, at our corporate offices located at 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196, for the following purposes:

1.

To elect as directors the three (3) nominees named in the attached proxy statement, each to serve for a term of three years ending at the 2013 Annual Meeting of Shareholders;



2.

To approve The Toro Company 2010 Equity and Incentive Plan;



3.

To ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2010; and



4.

To transact any other business properly brought before the 2010 Annual Meeting or any adjournment or postponement of the 2010 Annual Meeting.

        We currently are not aware of any other business to be brought before the annual meeting. Shareholders of record at the close of business on January 20, 2010, the record date, will be entitled to vote at the annual meeting or at any adjournment or postponement of the annual meeting.

        A shareholder list will be available at our corporate offices beginning March 5, 2010, during normal business hours for examination by any shareholder registered on our stock ledger as of the record date for any purpose germane to the annual meeting.

        Since a majority of the outstanding shares of our common stock must be represented either in person or by proxy to constitute a quorum for the conduct of business, please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials you received for the meeting or, if you received an electronic or paper copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described in the proxy statement.

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THE TORO COMPANY
8111 Lyndale Avenue South
Bloomington, Minnesota 55420-1196

PROXY STATEMENT
2010 ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MARCH 16, 2010
1:30 p.m. Central Daylight Time

        The Toro Company Board of Directors is using this proxy statement to solicit your proxy for use at The Toro Company 2010 Annual Meeting of Shareholders to be held at 1:30 p.m., Central Daylight Time, on Tuesday, March 16, 2010. We intend to mail Notices Regarding the Availability of Proxy Materials for the annual meeting and make proxy materials available to shareholders (or for certain shareholders and for those who request it, a paper copy of this proxy statement and the form of proxy) on or about February 2, 2010. Please note that references in this proxy statement to "Toro," the "Company," "we," "us," "our" and similar terms refer to The Toro Company.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on Tuesday, March 16, 2010.

        This proxy statement and our 2009 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2009, are available at www.thetorocompany.com/proxy.

        Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials to certain of our shareholders of record and beneficial owners (excluding those beneficial owners who hold shares of our common stock in The Toro Company Investment, Savings and Employee Stock Ownership Plan, or IS&ESOP, The Toro Company Profit Sharing Plan for Plymouth Union Employees, The Toro Company Deferred Compensation Plan for Officers, The Toro Company Deferred Compensation Plan for Non-Employee Directors and those record and beneficial owners who previously have requested that they receive electronic or paper copies of our proxy materials). All shareholders have the ability to access our proxy materials on the website referred to in the Notice Regarding the Availability of Proxy Materials or request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the Internet or to request a printed copy of our proxy materials may be found in the Notice Regarding the Availability of Proxy Materials. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this process should expedite your receipt of our proxy materials and reduce the environmental impact of our annual meeting.

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Date, Time and Place of the Meeting

        The annual meeting will be held on Tuesday, March 16, 2010, at 1:30 p.m., Central Daylight Time, at our corporate offices located at 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196.

Purposes of the Meeting

        The purposes of the annual meeting are to vote on the following:

1.

To elect as directors the three (3) nominees named in this proxy statement, each to serve for a term of three years ending at the 2013 Annual Meeting of Shareholders;



2.

To approve The Toro Company 2010 Equity and Incentive Plan;



3.

To ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2010; and



4.

To transact any other business properly brought before the 2010 Annual Meeting or any adjournment or postponement of the 2010 Annual Meeting.

Who Can Vote

        Shareholders of record at the close of business on January 20, 2010, the record date, will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement of the annual meeting. As of January 20, 2010, there were 34,051,637 shares of our common stock outstanding. Each share of our common stock is entitled to one vote on each matter to be voted on at the annual meeting. Shares of our common stock that are held by us in our treasury are not counted as shares outstanding and will not be voted.

        Dividend Reinvestment Plan Shares.    If you are a participant in our Dividend Reinvestment Plan, the number of shares shown on your proxy card includes shares you hold in that plan.

        Employee Benefit Plan Shares.    If you are a participant in a Toro employee benefit plan that allows participant-directed voting of our common stock held in that plan, the number of shares shown on your proxy card includes shares you hold in that plan, as well as shares you own of record, if any. The trustee for each plan will cause votes to be cast confidentially in accordance with your instructions. Plan shares not voted by participants will be voted by the trustee in the same proportion as the votes actually cast by participants, in accordance with the terms of the respective plans.

How You Can Vote

        Your vote is important. If you are a shareholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the three following methods:

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Vote by Internet, by going to the web address www.proxyvote.com and following the instructions for Internet voting shown on your proxy card, voting instruction form or Notice Regarding the Availability of Proxy Materials.

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Vote by Telephone, by dialing 800-690-6903 and following the instructions for telephone voting shown on your proxy card.



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Vote by Proxy Card, by completing, signing, dating and mailing your proxy card in the envelope provided if you received a paper copy of these proxy materials. If you vote by Internet or telephone, please do not mail your proxy card.

        If your shares are held in "street name" (through a broker, bank or other nominee), you may receive a separate voting instruction form with this proxy statement or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or by telephone.

        If you return your signed proxy card or use Internet or telephone voting before the annual meeting, the named proxies will vote your shares as you direct. You have three choices on each matter to be voted on. For the election of directors, you may:

•

Vote FOR all of the nominees;



•

WITHHOLD your vote from all nominees; or



•

WITHHOLD your vote from one or more nominees you designate.

For each of the other proposals, you may:

•

Vote FOR the proposal;



•

Vote AGAINST the proposal; or



•

ABSTAIN from voting on the proposal.

        If you send in your proxy card or use Internet or telephone voting, but do not specify how you want to vote your shares, the proxies will vote your shares FOR all of the nominees for election to the Board of Directors in Proposal One—Election of Directors, FOR Proposal Two—Approval of The Toro Company 2010 Equity and Incentive Plan and FOR Proposal Three—Ratification of Selection of Independent Registered Public Accounting Firm.

How Does the Board Recommend that You Vote

        The Board of Directors unanimously recommends that you vote:

•

FOR all of the nominees for election to the Board of Directors in Proposal One—Election of Directors;



•

FOR Proposal Two—Approval of The Toro Company 2010 Equity and Incentive Plan; and



•

FOR Proposal Three—Ratification of Selection of Independent Registered Public Accounting Firm.

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How You May Revoke or Change Your Vote

        If you are a shareholder whose shares are registered in your name, you may revoke your proxy at any time before it is voted by one of the following methods:

•

Submitting another proper proxy with a more recent date than that of the proxy first given by following the Internet or telephone voting instructions or completing, signing, dating and returning a proxy card;



•

Sending written notice of revocation to our Vice President, Secretary and General Counsel; or



•

Attending the annual meeting and voting by ballot.

        If you hold your shares through a broker, bank or other nominee, you may revoke your proxy by following instructions the broker, bank or other nominee provides.

Quorum Requirement

        The presence at the annual meeting, in person or represented by proxy, of a majority of the outstanding shares of our common stock as of the record date will constitute a quorum for the transaction of business at the annual meeting. Shares represented by proxies marked "Abstain" or "Withheld" and "broker non-votes" are counted in determining whether a quorum is present for the transaction of business at the annual meeting. A "broker non-vote" is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on a particular proposal.

Vote Required

        Proposal One—Election of Directors will be decided by the affirmative vote of a plurality of shares of our common stock as of the record date present in person or represented by proxy at the annual meeting. "Plurality" means the individuals who receive the greatest number of votes cast "For" are elected as directors. However, under our Amended and Restated Bylaws, if a majority of the votes of the shares present in person or represented by proxy at the annual meeting are designated to be "Withheld" from or are voted "Against" a nominee for director in an uncontested election, that director must tender his or her resignation for consideration by the Nominating & Governance Committee. The Nominating & Governance Committee then must evaluate the best interests of the Company and its shareholders and recommend action to be taken by the Board with respect to such tendered resignation.

        Proposal Two—Approval of The Toro Company 2010 Equity and Incentive Plan and Proposal Three—Ratification of Selection of Independent Registered Public Accounting Firm will be decided by the affirmative vote of a majority of the shares, present in person or represented by proxy, and entitled to vote at the annual meeting; provided, however, that for Proposal Two—Approval of The Toro Company 2010 Equity and Incentive Plan, under New York Stock Exchange, or NYSE, rules, the proposal also must be approved by a majority of votes cast on the proposal and the total votes cast on the proposal must represent over 50% of the outstanding shares of our common stock.

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        Under NYSE rules, if your shares are held in "street name" and you do not indicate how you wish to vote, your broker only is permitted to exercise its discretion to vote your shares on certain "routine" matters. Proposal One—Election of Directors and Proposal Two—Approval of The Toro Company 2010 Equity and Incentive Plan are not "routine" matters, whereas Proposal Three—Ratification of Selection of Independent Registered Public Accounting Firm is a "routine" matter. Accordingly, if you do not direct your broker how to vote for a director in Proposal One or how to vote for Proposal Two, your broker may not exercise discretion and may not vote your shares. This is called a "broker non-vote." For vote requirement purposes for Proposal One and Proposal Two, broker non-votes are considered to be shares represented by proxy at the annual meeting but are not considered to be shares "entitled to vote" or "votes cast" at the annual meeting. As such, a broker non-vote will not be counted as a vote "For" or "Withheld" with respect to a director in Proposal One and, therefore, will have no effect on the outcome of the vote on Proposal One. Similarly, a broker non-vote will not be counted as a vote "For" or "Against" Proposal Two and, therefore, will have no effect on the outcome of the vote on Proposal Two if the total votes cast on Proposal Two represent over 50% of the outstanding shares of our common stock. A broker non-vote will have the effect of a vote "Against" Proposal Two if the total votes cast on Proposal Two do not represent over 50% of the outstanding shares of our common stock. Proxies marked "Withheld" or "Abstain" will be counted in determining the total number of shares "entitled to vote" and "votes cast" on each of the proposals and will have the effect of a vote "Against" a director or a proposal.

Discretionary Voting and Adjournments

        We currently are not aware of any business to be acted upon at the 2010 Annual Meeting other than that described in this proxy statement. If, however, other matters properly are brought before the annual meeting, or any adjournment or postponement of the annual meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your common stock or act on those matters according to their best judgment, including to adjourn the annual meeting.

        Adjournment of the 2010 Annual Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of common stock representing a majority of the votes present in person or by proxy at the annual meeting, whether or not a quorum exists, without further notice other than by an announcement made at the annual meeting. We currently do not intend to seek an adjournment of the annual meeting.

Procedures at the 2010 Annual Meeting

        The presiding officer at the annual meeting will determine how business at the annual meeting will be conducted. Only nominations and other proposals brought before the annual meeting in accordance with the advance notice and information requirements of our Amended and Restated Bylaws will be considered. In order for a shareholder proposal to be included in our proxy statement for the 2010 Annual Meeting, our Vice President, Secretary and General Counsel must have received such proposal not later than October 6, 2009. Under our Amended and Restated Bylaws, complete and timely written notice of a proposed nominee for election to our Board at the 2010 Annual Meeting or a proposal for any other business to be brought before the 2010 Annual Meeting of Shareholders must

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have been given to our Vice President, Secretary and General Counsel not later than December 18, 2009, nor earlier than November 18, 2009. Additionally, such notice for any nomination or proposal must have contained the specific information required by our Amended and Restated Bylaws, including, among other things, information about any proposed nominee and his or her relationships with the shareholder submitting the nomination; information about any agreements, arrangements or understandings the shareholder may have with any proposed nominee or other parties relating to the nomination or other proposal; and information about the interests that the shareholder has related to the Company and our shares, including as a result of, among other things, derivative securities, voting arrangements, short positions or other interests. Such information was required to be updated as of January 20, 2010, the record date for the 2010 Annual Meeting, and is required to be updated as of March 2, 2010, the date that is ten business days prior to the date of the 2010 Annual Meeting. This summary information regarding our Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which can be found on our website at www.thetorocompany.com (select the "Investor Information" link and then the "Corporate Governance" link).

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STOCK OWNERSHIP

Certain Beneficial Owners

        The following table sets forth information as to entities that have reported to the SEC or have otherwise advised us that they are a beneficial owner, as defined by the SEC's rules and regulations, of more than five percent of our outstanding common stock.

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(1)

Percent of class is based on 34,051,637 shares outstanding as of January 20, 2010.

(2)

EARNEST Partners, LLC, an investment advisor, filed a Schedule 13G with the SEC on February 17, 2009, reflecting beneficial ownership as of December 31, 2008 of 3,028,961 shares of our common stock, with sole voting power with respect to 1,108,902 shares, shared voting power with respect to 792,459 shares, and sole dispositive power with respect to 3,028,961 shares.

(3)

Mairs and Power, Inc., an investment adviser, filed a Schedule 13G/A with the SEC on February 13, 2009, reflecting beneficial ownership as of December 31, 2008, of 2,444,391 shares of our common stock, with sole voting power with respect to 2,057,500 shares and sole dispositive power with respect to 2,444,391 shares.

(4)

Neuberger Berman Group LLC, an investment advisor, on behalf of itself and its direct and indirect affiliates Neuberger Berman LLC, Neuberger Berman Management LLC, and Neuberger Berman Equity Funds, filed a Schedule 13G with the SEC on June 11, 2009, reflecting beneficial ownership as of May 31, 2009, of 2,284,873 shares of our common stock as follows: (a) for each of Neuberger Berman Group LLC and Neuberger Berman LLC, sole voting power with respect to 46,380 shares, shared voting power with respect to 1,897,115 shares, and shared dispositive power with respect to 2,284,873 shares, (b) for Neuberger Berman Management LLC, shared

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voting power with respect to 1,897,115 shares and shared dispositive power with respect to 1,897,115 shares, and (c) for Neuberger Berman Equity Funds, shared voting power with respect to 1,890,604 shares and shared dispositive power with respect to 1,890,604 shares.

(5)

FMR LLC, an investment advisor, on behalf of itself and its controlling shareholder Edward C. Johnson, 3^rd, filed a Schedule 13G/A with the SEC on January 11, 2010, reflecting beneficial ownership as of December 31, 2009, of 1,960,450 shares of our common stock, as follows: (a) for FMR LLC, sole voting power with respect to 750 shares and sole dispositive power with respect to 1,960,450 shares, and (b) for Edward C. Johnson, 3^rd, sole dispositive power with respect to 1,960,450 shares.

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Directors and Executive Officers

        The following table sets forth information known to us regarding the beneficial ownership of our common stock as of January 20, 2010 by (a) each of our directors and nominees for director, (b) our "principal executive officer," "principal financial officer" and the next three most highly compensated executive officers named in the "Summary Compensation Table" on page 50 (we collectively refer to these persons as our "named executive officers"), and (c) all directors and executive officers as a group, including our named executive officers.

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Less than one percent of the outstanding shares of our common stock

(1)

Shares are deemed to be "beneficially owned" by a person if such person, directly or indirectly, has or shares: (a) the power to vote or direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. Except as otherwise indicated, the persons in this table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws where applicable and subject to the information contained in the footnotes to this table.

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(2)

"Beneficial ownership" also includes shares that a person has the right to acquire within 60 days of January 20, 2010 and, as such, includes the following shares that may be acquired upon exercise of stock options within 60 days of January 20, 2010, shares allocated to executive officers under the IS&ESOP, and common stock units, matching units and performance share units, collectively referred to as units, credited under The Toro Company Deferred Compensation Plan for Non-Employee Directors and The Toro Company Deferred Compensation Plan for Officers. Directors and executive officers have no voting power with respect to units credited under these deferred compensation plans.

(3)

Includes shares held in trusts for estate planning purposes as follows: 48,327 shares for Mr. Buxton, 11,513 shares for Ms. Harless, 25,189 shares for Mr. Twomey, 57,026 shares for Mr. Wolfe, 1,833 shares for Mr. Dordell and 143,888 shares by all directors and executive officers as a group. Each of Messrs. Buxton, Twomey, Wolfe and Dordell and Ms. Harless has shared voting and investment power with respect to the shares held in trust. Additionally, includes 7,828 shares pledged by Ms. Cooper under the terms of a credit agreement under which there were no amounts outstanding as of January 20, 2010.

(4)

Percentages are calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Percentage calculations assume, for each

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person and the group, that all shares that may be acquired by such person or by the group pursuant to stock options or other rights currently exercisable or that become exercisable within 60 days following January 20, 2010, are outstanding for the purpose of computing the percentage of common stock owned by such person or by the group. However, those unissued shares of our common stock described above are not deemed to be outstanding for calculating the percentage of common stock owned by any other person.

Section 16(a) Beneficial Ownership Reporting Compliance

        The rules of the SEC require us to disclose the identity of directors and executive officers who did not file on a timely basis reports required by Section 16 of the Exchange Act. Based on review of reports filed by these reporting persons on the SEC's electronic filing, or EDGAR, system and written representations by our directors and executive officers, we believe that all of our directors, executive officers and greater than 10% owners complied with all filing requirements applicable to them during our fiscal year ended October 31, 2009, or fiscal 2009.

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PROPOSAL ONE—ELECTION OF DIRECTORS

Number of Directors; Board Structure

        Our Restated Certificate of Incorporation provides that our Board of Directors may be comprised of between eight and 12 directors. Our Board currently is comprised of 10 directors. As provided in our Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors of the same or nearly the same number, with each class elected in a different year for a term of three years. Our current directors and their respective current terms are as follows:

        The Board has nominated each of Robert C. Buhrmaster, Robert H. Nassau and Christopher A. Twomey for election to the Board to serve for a three-year term ending at the 2013 Annual Meeting. In connection with obtaining the age of 70, as recommended by our Corporate Governance Guidelines, Winslow H. Buxton volunteered not to be nominated for re-election to the Board and will retire from the Board upon expiration of his three-year term at the annual meeting. Mr. Buxton served as a director of the Company for 12 years and the Board wishes to thank him for his many years of dedicated service to the Company. In light of the retirement of Mr. Buxton, the Board will be comprised of nine directors effective immediately prior to the annual meeting.

Nominees for Director

        The three nominees for election to the Board to serve for a three-year term ending at the 2013 Annual Meeting are Robert C. Buhrmaster, Robert H. Nassau and Christopher A. Twomey. Each of these nominees is a current member of the Board and has consented to serve if elected. Proxies only can be voted for the number of persons named as nominees in this proxy statement, which is three.

Board Recommendation

        The Board of Directors unanimously recommends a vote FOR the election to the Board of the three nominees for director.

        If prior to the annual meeting the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board's discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve.

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Information About Board Nominees and Continuing Directors

        The following information with respect to the business experience of nominees for election to the Board and the members of the Board who will continue to serve as our directors has been furnished by the nominee or director or obtained from our records.

Nominees for Election to the Board—Current Term Ending at the 2010 Annual Meeting

        Robert C. Buhrmaster, age 62.    Retired since 2004. Chairman of Jostens, Inc., Minneapolis, Minnesota (consumer manufacturing), from 1998 to 2004 and Chief Executive Officer from 1994 to 2004. From 1994 to January 2003, he also served as President of Jostens, Inc. First elected to the Toro Board in 1996, he is a member of the Audit Committee, the Nominating & Governance Committee, the Finance Committee and the Executive Committee and serves as our presiding non-management director. Mr. Buhrmaster is a director and Chairman of the Board of SurModics Inc. (SRDX).

        Robert H. Nassau, age 68.    Retired since 2006. Regional Director of Corporate Accounts of F2 Intelligence Group, Minneapolis, Minnesota (consulting), from November 2003 to November 2006. Owner and Chief Executive Officer of Nasly Inc., Lahaina, Hawaii, from February 2000 to November 2003. First elected to the Toro Board in 1988, he is a member of the Audit Committee, the Compensation & Human Resources Committee and the Nominating & Governance Committee.

        Christopher A. Twomey, age 61.    Chairman of Arctic Cat Inc., Thief River Falls, Minnesota (recreational vehicle manufacturer), since August 2003 and Chief Executive Officer since 1986. First elected to the Toro Board in 1998, he is the Chair of the Compensation & Human Resources Committee and a member of the Nominating & Governance Committee and the Executive Committee. Mr. Twomey is a director of Arctic Cat Inc. (ACAT).

Continuing Members of the Board—Current Term Ending at the 2011 Annual Meeting

        Katherine J. Harless, age 58.    Former President and Chief Executive Officer of Idearc Inc., Dallas/Fort Worth, Texas (publisher of Verizon Yellow Pages and SuperPages.com), serving from November 2006 to February 2008. On March 31, 2009, Idearc Inc. and all of its domestic subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division seeking reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On December 31, 2009, Idearc Inc. emerged from the Chapter 11 bankruptcy proceedings and under its plan of reorganization has, among other things, changed its name to SuperMedia Inc. and begun trading on the NASDAQ Global Market under the symbol "SPMD." President of Verizon Information Services Inc. from 2000 to November 2006. First elected to the Toro Board in 2000, she is a member of the Compensation & Human Resources Committee and the Nominating & Governance Committee.

        Michael J. Hoffman, age 54.    Chairman of the Board of Toro since March 2006, Chief Executive Officer since March 2005 and President since October 2004. He also served as Chief Operating Officer from October 2004 to March 2005. First elected to the

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Toro Board in March 2005, he is the Chair of the Executive Committee and a member of the Finance Committee. Mr. Hoffman is a director of Donaldson Company, Inc. (DCI).

        Inge G. Thulin, age 55.    Executive Vice President, International Operations of 3M, Saint Paul, Minnesota (diversified technology), since 2003. Area Vice President, Asia Pacific for 3M from 2003 to 2004 and Area Vice President, Europe, Central/East Europe & Middle East for 3M from 2002 to 2003. First elected to the Toro Board in September 2008, he is a member of the Audit Committee, the Finance Committee and the Executive Committee.

Continuing Members of the Board—Current Term Ending at the 2012 Annual Meeting

        Janet K. Cooper, age 56.    Former Senior Vice President and Treasurer of Qwest Communications International Inc., Denver, Colorado (telecommunications), serving from September 2002 to June 2008. First elected to the Toro Board in 1994, she is the Chair of the Audit Committee and a member of the Finance Committee. Ms. Cooper is a director of Lennox International Inc. (LII) and MWH Global, a private firm that provides environmental engineering, construction and strategic consulting services worldwide.

        Gary L. Ellis, age 53.    Senior Vice President and Chief Financial Officer of Medtronic, Inc., Minneapolis, Minnesota (medical technology), since May 2005. From 1999 to May 2005, he served as Vice President, Corporate Controller and Treasurer of Medtronic. First elected to the Toro Board in 2006, he is the Chair of the Finance Committee and a member of the Audit Committee and the Executive Committee.

        Gregg W. Steinhafel, age 55.    Chairman of the Board of Target Corporation, Minneapolis, Minnesota (retailing), since February 2009, Chief Executive Officer since May 2008 and President since 1999. First elected to the Toro Board in 1999, he is a member of the Compensation & Human Resources Committee, the Nominating & Governance Committee and the Executive Committee. Mr. Steinhafel is a director of Target Corporation (TGT).

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

        The Board has adopted Corporate Governance Guidelines, which describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Guidelines include: director qualifications, responsibilities, compensation and independence; Board committees; director access to officers and employees; related party transactions; CEO evaluation and succession; and annual performance evaluations. Our Corporate Governance Guidelines provide, among other things, that:

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The Board will have a majority of directors who meet the criteria for independence required by law, the SEC and the NYSE.



•

Individual directors who significantly change the responsibility they held when they were elected to the Board should offer their resignation in writing to provide an opportunity for the Board, through the Nominating & Governance Committee, to review the continued appropriateness of Board membership under the circumstances.



•

No director may serve on boards of directors of more than four publicly held companies without the approval of the Nominating & Governance Committee.



•

No director who is an active full-time employee of the Company may serve as a director of more than two other publicly held companies and there may be no interlocking board memberships without the approval of the Nominating & Governance Committee.



•

While the Board does not believe it should establish age limits, any director who has attained the age of 70 should volunteer not to stand for re-election.



•

While the Board does not believe it should establish term limits, as term limits have the disadvantage of losing the contribution of directors who have been able to develop over time increasing insight into the Company and its operations and therefore provide an increasing contribution to the Board as a whole, the Nominating & Governance Committee will review each director's continuation on the Board before the annual meeting at which a director is to be proposed for re-election.



•

Within five years of joining the Board, each director is expected to own a dollar value of our common stock equal to at least two times the amount of the director's annual cash retainer for Board service.



•

The non-management directors will meet in regularly scheduled executive sessions without Management.



•

The Board will maintain an Audit Committee, Compensation & Human Resources Committee and Nominating & Governance Committee at all times.



•

The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.

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        Our Corporate Governance Guidelines can be found on our website at www.thetorocompany.com (select the "Investor Information" link and then the "Corporate Governance" link). From time to time, the Board, upon recommendation of the Nominating & Governance Committee, reviews and updates our Corporate Governance Guidelines as it deems necessary and appropriate.

Director Independence

        The Board, following consideration of all relevant facts and circumstances and upon recommendation of the Nominating & Governance Committee, has affirmatively determined that each director who served as a member of our Board during fiscal 2009 (Robert C. Buhrmaster, Winslow H. Buxton, Gary L. Ellis, Janet K. Cooper, Katherine J. Harless, Robert H. Nassau, Gregg W. Steinhafel, Inge G. Thulin and Christopher A. Twomey), other than Michael J. Hoffman, our Chairman and CEO, is independent in that each such person has no material relationship with the Company, our Management or our independent registered public accounting firm, and otherwise meets the independence and other requirements of the listing standards of the NYSE, the rules and regulations of the SEC and applicable law. The Board determined that Michael J. Hoffman is not independent due to his status as an executive officer of the Company. The Board based its independence determinations, in part, upon a review by the Nominating & Governance Committee and the Board of certain transactions between us and the employers of certain of our directors, each of which was deemed to be pre-approved under our Corporate Governance Guidelines in that each such transaction was made in the ordinary course of business, at arm's length, at prices and on terms customarily available to unrelated third party vendors or customers generally, in amounts that are not material to our business or the business of such unaffiliated corporation, and in which the director had no direct or indirect personal interest, nor received any personal benefit. Specifically, the pre-approved transactions reviewed by the Nominating & Governance Committee and the Board included: (a) ordinary course of business purchases by the Company from 3M, where Mr. Thulin is, and during fiscal 2009 was, an executive officer, in the aggregate amount of approximately $27,000; (b) ordinary course of business purchases from the Company by Medtronic, Inc., where Mr. Ellis is, and during fiscal 2009 was, an executive officer, in the aggregate amount of approximately $4,750; and (c) ordinary course of business purchases by the Company from Target Corporation, where Mr. Steinhafel is, and during fiscal 2009 was, an executive officer, in the aggregate amount of approximately $19,400, and ordinary course of business purchases by Target Corporation from the Company in the aggregate amount of approximately $1.3 million.

Presiding Non-Management Director; Executive Sessions

        Robert C. Buhrmaster is our presiding non-management director. Our presiding non-management director serves as the chair at independent sessions of the non-management directors. Six regular meetings of the Board are held each year and at each regular Board meeting our non-management directors meet in executive session without Management present.

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Director Attendance

        The Board held six meetings during fiscal 2009. Each incumbent director attended at least 75% of the aggregate total number of meetings held by the Board and all committees on which he or she served.

        We encourage all of our directors to attend our annual meeting of shareholders and we customarily schedule a regular Board meeting on the same day as our annual meeting. Nine of our directors attended the 2009 Annual Meeting.

Board Committees

        The Board has five committees with the principal functions and membership described below. Each committee, except the Executive Committee, has a charter which is posted on our website at www.thetorocompany.com (select the "Investor Information" link and then the "Corporate Governance" link).

        The following table summarizes the current membership of each of our five Board committees. Each of the members of the Audit Committee, Compensation & Human Resources Committee and Nominating & Governance Committee meets the independence and other requirements established by the listing standards of the NYSE, the rules and regulations of the SEC, and the Internal Revenue Code of 1986, as amended, or the Code, as applicable.

        Audit Committee.    The Audit Committee oversees our accounting and financial reporting processes and audits of our consolidated financial statements. The Audit Committee assists the Board in oversight of the quality and integrity of our financial reports, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, or external auditor, and the performance of our internal audit function, as well as accounting and reporting processes. More specifically, the Audit Committee's duties and responsibilities include, among others:

•

Reviewing and evaluating, at least annually, the qualifications, independence and performance of our external auditor and having direct responsibility for selecting,

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engaging, retaining, compensating and, where appropriate, replacing our external auditor;

•

Reviewing and approving in advance the scope, magnitude and budgets of all examinations of our consolidated financial statements by our external auditor;



•

Reviewing and approving in advance the retention of our external auditor for all types of audit and permitted non-audit services to be performed by our external auditor, approving the fees for such services and establishing pre-approval policies and procedures to retain our external auditor for additional non-audit services;



•

Meeting with our external auditor periodically without Company representatives present to discuss internal controls and accuracy and completeness of our consolidated financial statements;



•

Reviewing our general policies and procedures with respect to accounting and financial matters and internal controls;



•

Reviewing the annual audit plans of our internal audit group and its capability to perform its duties, including its organization, staffing and independence and reviewing significant comments and recommendations of the internal audit group and Management's responses;



•

Reviewing our Code of Conduct and our Code of Ethics for our CEO and Senior Financial Officers, as well as policies and procedures for the receipt, retention and treatment of complaints from employees on accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;



•

Receiving analyses and comments regarding significant accounting pronouncements which might affect our Company;



•

Reviewing results of audits with our external auditor and Management with a focus on difficulties encountered, material errors or irregularities, weaknesses in internal controls and similar issues, and notifying the Board of major problems or deficiencies discovered in carrying out the Audit Committee's duties;



•

Reviewing with Management and our external auditor any correspondence with regulators or governmental agencies and any significant employee complaints or published reports that raise material issues regarding our consolidated financial statements or accounting policies;



•

Discussing our annual audited consolidated financial statements and quarterly condensed consolidated financial statements with Management and our external auditor, including our external auditor's audit or review of such financial statements;



•

Reviewing the type and presentation of information included in our earnings releases and any financial information or earnings guidance provided to financial analysts and rating agencies; and



•

Reviewing our policies with respect to risk assessment and risk management, including our major financial risk exposures and Management's efforts to monitor and control such exposures.

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        The Board has determined that all members of the Audit Committee, in addition to being independent under the listing standards of the NYSE and the rules and regulations of the SEC, are financially literate and that Audit Committee Chair Janet K. Cooper meets the definition of "audit committee financial expert" as a result of her experience in senior corporate executive positions with financial oversight responsibilities, including her previous experience as the Senior Vice President and Treasurer of Qwest Communications International Inc. and as the Chief Financial Officer and Senior Vice President of Finance and Administration of McDATA Corporation, as well as other finance positions with Qwest Communications International Inc. and The Quaker Oats Company. Shareholders should understand that this designation is an SEC disclosure requirement related to Ms. Cooper's experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon her any duties, obligations or liability greater than are generally imposed on her as a member of the Audit Committee and the Board, and her designation as a financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. Other members of the Audit Committee who currently are serving or have served as chief executive officers or chief financial officers of other public companies also may be considered financial experts, but the Board has not so designated them.

        The Audit Committee reviews the adequacy of its charter and its own performance on an annual basis. The Audit Committee held 11 meetings during fiscal 2009. At four of these meetings, the Audit Committee met in private session with our independent registered public accounting firm and independently without Management present. At four of these meetings, the Audit Committee met in separate private sessions with Senior Management and at three of these meetings the Audit Committee met in separate private sessions with the director of internal audit. Additional information regarding the Audit Committee and our independent registered public accounting firm is disclosed under the heading "Audit Committee Report" beginning on page 93 and under Proposal Three—Ratification of Selection of Independent Registered Public Accounting Firm beginning on page 91.

        Compensation & Human Resources Committee.    The Compensation & Human Resources Committee is responsible for discharging the Board's responsibilities relating to compensation of our CEO and other executive officers and reviewing and monitoring our human resource and organizational matters. The Compensation & Human Resources Committee has overall responsibility for approving and evaluating all of our compensation plans, policies and programs, as well as our philosophy and strategy, as they affect the CEO, other executive officers and management employees. More specifically, the Compensation & Human Resources Committee's duties and responsibilities include, among others:

•

Having sole authority to retain and terminate any external compensation consultant used to assist the Compensation & Human Resources Committee in the evaluation of CEO or other executive officer compensation, including approval of fees to be paid to the consultant;



•

Reviewing and approving on an annual basis corporate goals and objectives relevant to the CEO's compensation, evaluating the CEO's performance in light of those goals and objectives and recommending to the Board the overall compensation levels for the CEO based on such evaluation;

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•

Reviewing and approving the annual base salaries, annual incentive opportunities and other compensation arrangements of the CEO and other executive officers;



•

Reviewing and monitoring all significant compensation policies and benefit plans to ensure continued appropriateness, including overall employee salary policies and equity-based programs for all categories of employees;



•

Reviewing the stock ownership guidelines for the CEO and other executive officers and reviewing and recommending any proposed changes in director stock ownership guidelines to the Nominating & Governance Committee;



•

Reviewing, approving and administering executive compensation plans, incentive compensation plans and equity-based plans and monitoring compliance with NYSE shareholder approval requirements regarding equity compensation plans;



•

Monitoring employee organizational and corporate culture plans and strategies to ensure alignment with our beliefs and philosophies, including key initiatives that are designed to reinforce and strengthen our core values; and



•

Reviewing and recommending any proposed changes in director compensation to the Nominating & Governance Committee.

        The Compensation & Human Resources Committee reviews the adequacy of its charter and its own performance on an annual basis. The Compensation & Human Resources Committee held four meetings during fiscal 2009 and took action by written consent four times in fiscal 2009. At each of its meetings, the Compensation & Human Resources Committee met in private session without Management present.

        Determining Executive Compensation.    At the beginning of each fiscal year, the Compensation & Human Resources Committee reviews compensation for our CEO, each of our vice presidents, including each of the other named executive officers, and all general managers, which includes increases, if any, to base salary; annual incentive targets and financial business goals for the current fiscal year; and long-term incentive awards for the current fiscal year. Additionally, the Compensation & Human Resources Committee certifies the achievement at the level presented at the meeting of financial business goals and performance goals established by the Committee at the beginning of the prior fiscal year and approves annual incentive payouts, if any, for the prior fiscal year and long-term incentive payouts, if any, for the performance period ending as of the end of the prior fiscal year.

        The Compensation & Human Resources Committee has the sole authority to retain and terminate any external compensation consultant to be used to assist it in the evaluation of the compensation paid to our CEO and other executive officers, including the sole authority to approve the consultant's fees and the other terms and conditions of the consultant's retention. The Compensation & Human Resources Committee has retained Towers Watson to assist in the design and review of our executive compensation program. For additional information regarding the role of Towers Watson, please see the Compensation Discussion and Analysis beginning on page 32. Additionally, from time to time, the Compensation & Human Resources Committee has engaged Towers Watson in connection with its review of board of director compensation and to assist with stock option plan review. Towers Watson does not provide any services to the Company other than

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those for which it has been retained by the Compensation & Human Resources Committee. Representatives from Towers Watson periodically attend meetings of the Compensation & Human Resources Committee as resources for the committee in carrying out its responsibilities. The Compensation & Human Resources Committee, through its Chair, can request an independent meeting with representatives from Towers Watson at any time. The Compensation & Human Resources Committee also has the authority to obtain advice and assistance from external legal, accounting or other advisors.

        When reviewing and approving compensation for our CEO, the Compensation & Human Resources Committee reviews market data and analysis provided by Towers Watson and recommendations from our Vice President, Human Resources and Business Development and Director, Total Rewards and HR Services regarding corporate and division performance, tenure in the position and outside market factors, including general economic conditions. The Chair of the Compensation & Human Resources Committee also coordinates a performance evaluation for the CEO based on feedback from all non-employee directors in connection with the ratification of CEO compensation by the Board. When reviewing and approving compensation for each other named executive officer, the Compensation & Human Resources Committee reviews market data and analysis provided by Towers Watson and recommendations from our CEO and our Vice President, Human Resources and Business Development and Director, Total Rewards and HR Services regarding individual and corporate performance, tenure in the position and outside market factors, including general economic conditions. For information on the compensation of our named executive officers, please refer to "Executive Compensation" beginning on page 32.

        Nominating & Governance Committee.    The Nominating & Governance Committee's duties and responsibilities include, among others:

•

Reviewing and recommending to the Board the exact number of directors to constitute the full Board;



•

Identifying individuals qualified to become Board members and recommending director nominees for the annual meeting of shareholders;



•

Reviewing and recommending to the Board any proposed change in Board compensation or stock ownership guidelines recommended by the Compensation & Human Resources Committee;



•

Reviewing the adequacy of, and recommending to the Board any proposed changes to, the Corporate Governance Guidelines;



•

Reviewing, and recommending to the Board, any proposed amendments or changes to our Restated Certificate of Incorporation or Amended and Restated Bylaws;



•

Overseeing the evaluation of the Board and Management and leading the Board in its annual review of the Board's performance; and



•

Recommending director nominees for each Board committee.

        With respect to recommending director nominees for re-election at the annual meeting, the Nominating & Governance Committee, with the participation of the Chairman of the Board, annually polls the members of the Board about each director whose term is

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expiring. If the Nominating & Governance Committee determines that a director does not continue to have the affirmative support of a majority of the members of the Board, the Nominating & Governance Committee does not recommend the director to stand for re-election.

        In identifying new nominees for election to the Board when vacancies occur, the Nominating & Governance Committee first may solicit recommendations for nominees from persons whom the Nominating & Governance Committee believes are likely to be familiar with candidates having the qualifications, skills and characteristics required for Board nominees from time to time. Such persons may include members of the Board and our Management. In addition, the Nominating & Governance Committee may engage a search firm to assist it in identifying and evaluating qualified candidates. The Nominating & Governance Committee has sole authority to retain and terminate any search firm to be used to identify director candidates and has sole authority to approve the search firm's fees and other retention terms.

        The Nominating & Governance Committee reviews and evaluates each candidate it believes merits serious consideration, taking into account available information concerning the candidate, any qualifications or criteria for Board membership established by the Board, the existing composition of the Board and other factors that it deems relevant. In conducting its review and evaluation, the Nominating & Governance Committee may solicit the views of Management, Board members and any other individuals it believes may have insight into a candidate. The Nominating & Governance Committee may designate one or more of its members and/or other Board members to interview any proposed candidate. The Nominating & Governance Committee then will make a recommendation of a director nominee to the Board based on business experience, professional expertise, industry experience and geographical representation.

        The Nominating & Governance Committee will consider director candidates recommended to it by our shareholders. Those candidates must be qualified and exhibit the experience and expertise required of the Board's own pool of candidates, as well as an interest in our business, and have the demonstrated ability to attend and prepare for Board, committee and shareholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board. Candidates should represent the interests of all shareholders and not those of a special interest group. The Nominating & Governance Committee will evaluate candidates recommended by shareholders in the same manner as those recommended by others as described above. A shareholder that desires to nominate a person for election to the Board at a meeting of shareholders must follow the specified advanced notice requirements contained in, and provide the specific information required by, our Amended and Restated Bylaws, as described under the heading "Shareholder Proposals and Director Nominations for the 2011 Annual Meeting" on page 94.

        The Nominating & Governance Committee reviews the adequacy of its charter and its own performance on an annual basis. The Nominating & Governance Committee held two meetings during fiscal 2009. At each of these meetings, the Nominating & Governance Committee met in private session without Management present.

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        Finance Committee.    The Finance Committee's duties and responsibilities include, among others:

•

Reviewing our financial condition, financial policies and long-range financial objectives;



•

Reviewing tax strategies and restructuring projects as developed by Management;



•

Reviewing our financing requirements, evaluating Management's proposals to support such financing requirements and recommending, as appropriate, specific financing arrangements to the Board;



•

Reviewing and making recommendations to the Board regarding our cash dividend policy and annual cash dividend level;



•

Evaluating the financial impact of acquisition and divestiture transactions on our financial condition and making recommendations to the Board regarding material financial aspects of acquisitions and divestitures;



•

Reviewing Management's proposed annual capital budget and certain material capital expenditures;



•

Evaluating the financial integration of acquisitions and post-acquisition return on investment and report to the Board the financial implications of acquisitions;



•

Reviewing our D&O and liability insurance coverage;



•

Reviewing areas of responsibility delegated to our Management Investment Committee, including annual review of the Management Investment Committee charter, financial performance of benefit plan assets and the performance of the Management Investment Committee in the discharge of its duties; and



•

Monitoring our investor relations program.

        The Finance Committee reviews the adequacy of its charter and its own performance on an annual basis. The Finance Committee held three meetings during fiscal 2009. At two of these meetings, the Finance Committee met in private session without Management present.

        Executive Committee.    The Executive Committee may exercise all of the powers and authority of the Board, including the power to declare dividends on our common stock, during intervals between meetings of the Board. The Executive Committee did not meet during fiscal 2009.

Director Compensation

        Overview.    Compensation for our non-employee directors is designed to attract and retain experienced and knowledgeable directors and to provide equity-based compensation in order to align the interests of our directors with those of our shareholders. A substantial portion of our director compensation is linked to our common stock performance, and directors can elect to receive their entire Board remuneration in stock compensation. In addition, to further align the interests of our directors with those of our shareholders, within five years of joining the Board, each director is expected to own a dollar value of our common stock equal to at least two times the director's annual cash retainer for Board

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service. As of January 20, 2010, each of our directors has satisfied these stock ownership guidelines.

        Our compensation for our non-employee directors for fiscal 2009 was comprised of both cash compensation, in the form of annual retainers and meeting fees, and equity compensation, in the form of automatic annual stock awards and automatic annual stock option grants. Each of these components is described in more detail below. Employee directors do not receive any additional compensation for their director service.

        Processes and Procedures for Consideration and Determination of Director Compensation.    The Board has delegated to the Compensation & Human Resources Committee the responsibility, among other things, to review no less than biannually and recommend any proposed changes in non-employee director compensation to the Nominating & Governance Committee, taking into account director compensation at comparable companies. The Compensation & Human Resources Committee most recently reviewed non-employee director compensation in fiscal 2007. In fiscal 2009, the Compensation & Human Resources Committee deferred its review of non-employee director compensation given the worldwide recessionary economic conditions and the resulting impact on the Company's business. It is anticipated that the Compensation & Human Resources Committee will review non-employee director compensation in fiscal 2010. Decisions regarding non-employee director compensation made by the Compensation & Human Resources Committee and the Nominating & Governance Committee are not considered final but are subject to review and approval by the Board.

        Annual Retainers and Meeting Fees.    All non-employee directors (including committee chairs and our presiding non-management director) are entitled to receive the following annual retainers and meeting fees:

•

An annual board retainer of $40,000;



•

Board meeting fees of $1,500 per meeting attended in person;



•

Committee meeting fees of $1,250 per meeting attended in person; and



•

Telephonic Board and Committee meeting fees of $500 per meeting.

        Additionally, committee chairs and our presiding non-management director are entitled to receive the following additional annual retainers and meeting fees:

•

The Audit Committee Chair receives an additional annual chair retainer of $5,000 and an additional per Audit Committee meeting fee of $2,000;



•

The Compensation & Human Resources Committee Chair receives an additional annual chair retainer of $5,000 and an additional per Compensation & Human Resource Committee meeting fee of $1,000;



•

The Nominating & Governance Committee Chair receives an additional annual chair retainer of $2,500 and an additional per Nominating & Governance Committee meeting fee of $1,000;



•

The Finance Committee Chair receives an additional annual chair retainer of $2,500 and an additional per Finance Committee meeting fee of $1,000; and



•

Our presiding non-management director receives an additional annual retainer of $7,500.

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        Annual board, chair and additional retainers and meeting fees are paid in cash on a calendar year basis, unless a director elects to convert all or a part of his or her annual retainers and/or meeting fees into shares of our common stock under The Toro Company 2000 Directors Stock Plan, or 2000 Directors Stock Plan, or defer receipt of all or a part of his or her annual retainers and/or meeting fees under The Toro Company Deferred Compensation Plan for Non-Employee Directors. Annual retainers are paid in advance and meeting fees are paid in arrears in four quarterly installments on each of January 1, April 1, July 1 and October 1. For example, the annual retainers paid on January 1 are for the period from January 1 through March 31 and meeting fees paid on January 1 cover meetings attended from October 1 through December 31 of the previous calendar year.

        Robert C. Buhrmaster served as our presiding non-management director during fiscal 2009. The table on page 17 shows the Chair of each Board committee and on which Board committees the individual directors serve.

        Common Stock in Lieu of Annual Retainers and Meeting Fees.    Our non-employee directors may elect to convert all or a part of his or her annual retainers and meeting fees otherwise payable in cash into shares of our common stock under the 2000 Directors Stock Plan. Annual retainers and meeting fees that are earned after the date a director makes an election for a calendar year are issued in December of that year. The number of shares of our common stock to be issued is determined by dividing the dollar amount of the annual retainers and meeting fees to be converted into shares of our common stock by the closing price of our common stock, as reported on the NYSE, on the date that the shares are issued. On December 15, 2009, Gary L. Ellis received 1,618 shares of our common stock in lieu of $66,750 earned for his annual board and chair retainers and meeting fees and Inge G. Thulin received 1,041 shares of our common stock in lieu of $42,938 for his annual board retainer and meeting fees. For Messrs. Ellis and Thulin these annual retainers and meeting fees represented 100% and 75%, respectively, of (a) annual retainers for January 1, 2009 through December 31, 2009, which were accrued in quarterly installments on each of January 1, 2009, April 1, 2009, July 1, 2009 and October 1, 2009, and (b) meeting fees for October 1, 2008 through September 30, 2009, which were accrued in quarterly installments on each of January 1, 2009, April 1, 2009, July 1, 2009 and October 1, 2009.

        Stock Awards.    Stock awards are designed to link non-employee director compensation with shareholder interests. On the first business day of our fiscal year (usually November 1), each non-employee director is automatically awarded shares of our common stock under the 2000 Directors Stock Plan in an amount equal to $20,000 divided by the average of the closing prices of our common stock, as reported on the NYSE, during the three months prior to the award. Accordingly, on November 3, 2008, the first business day of fiscal 2009, 534 shares were awarded to each non-employee director based on a three-month average closing price of our common stock, as reported on the NYSE, of $37.464. The shares awarded are fully vested at the time of grant.

        Stock Option Grants.    Stock option grants also are designed to link non-employee director compensation with shareholder interests. On the first business day of our fiscal year, each non-employee director is automatically granted a stock option to purchase shares of our common stock under the 2000 Directors Stock Plan in an amount equal to $40,000 divided by the fair value of a stock option to purchase one share of common stock.

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For fiscal 2009, fair value was determined using a Black-Scholes valuation method based on assumptions for the business day prior to the date of grant. Accordingly, on November 3, 2008, each non-employee director was granted a stock option to purchase 3,337 shares of our common stock, based on a fair value of $11.99. The exercise price per share of these stock options is equal to 100% of the fair market value of one share of our common stock on the date of grant, as determined by the closing price of our common stock as reported on the NYSE, which was $33.78 on November 3, 2008. Except as described below, these stock options vest in three approximately equal installments on each of the first, second and third year anniversaries of the date of grant and remain exercisable for a term of 10 years after the date of grant.

        If a director becomes disabled or dies and the director's outstanding unvested stock options granted under the 2000 Directors Stock Plan have not expired previously, all outstanding unvested stock options will vest in full on the date the director's service ceases by reason of such disability or death. In addition, the director's guardian or legal representative may exercise the stock options not later than the earlier of the date the stock options expire or one year after the date the director's service ceased by reason of such disability or death.

        If a director has served as a member of the Board for 10 full fiscal years or longer and terminates his or her service on the Board, his or her outstanding unvested stock options will continue to vest in accordance with their terms and the director may exercise the vested portions of the stock options for up to four years after the director's date of termination, but not later than the date the stock options expire. If a director has served as a member of the Board for less than 10 full fiscal years and terminates his or her service on the Board, his or her outstanding unvested stock options will expire and be canceled and the director may exercise any vested portions of the stock options for up to three months after the director's date of termination, but not later than the date the stock options expire. The following directors have served as a member of the Board for 10 full fiscal years or longer: Robert C. Buhrmaster, Winslow H. Buxton, Janet K. Cooper, Robert H. Nassau, Gregg W. Steinhafel and Christopher A. Twomey. Additionally, upon the completion of fiscal 2010, Katherine J. Harless will have served as a member of the Board for 10 full fiscal years.

        Stock options granted under the 2000 Directors Stock Plan will vest if there is a change of control of the Company and will remain exercisable for three years following the change of control, but not later than the date the stock options expire. Generally, and subject to some exceptions, a change of control is deemed to have occurred if: (a) another person becomes the beneficial owner of at least 15% of our then-outstanding common stock or the combined voting power of our then-outstanding voting stock; (b) a majority of the Board becomes comprised of persons other than those for whom election proxies have been solicited by the Board; (c) the completion of certain business combinations, including certain mergers, consolidations, the sale of all or substantially all of our assets or the acquisition by us of assets or stock of another entity, where the shareholders before the business combination fail to beneficially own and have voting power for more than 50% of our Company or the resulting company after the business combination; or (d) our shareholders approve a complete liquidation or dissolution of our Company.

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        Deferred Compensation Plan.    Non-employee directors may elect to defer receipt of all or a part of his or her cash and/or common stock compensation under The Toro Company Deferred Compensation Plan for Non-Employee Directors, or the Director Deferred Compensation Plan. Cash amounts deferred by a director are credited to a bookkeeping cash account maintained for the director participant and common stock amounts deferred by a director are credited to a bookkeeping common stock unit account maintained for the director participant. Cash accounts accrue interest with the rate of return based on funds that are comparable to the funds available to our employees through the IS&ESOP.

        Common stock amounts deferred under the plan are deferred as common stock units that fluctuate in value with the market price of our common stock. Dividends paid on our common stock are credited to a director's account as additional common stock units.

        A director participant's cash account and common stock units are at all times fully vested. Distributions under the plan are payable in accordance with the director participant's election upon the earliest of retirement, prior to retirement if a valid election has been made or an unforeseeable financial emergency. The Director Deferred Compensation Plan does not provide for matching contributions by us.

        None of our directors deferred any cash compensation earned during fiscal 2009 under the Director Deferred Compensation Plan; however, Mr. Thulin deferred his fiscal 2009 annual stock grant under the Director Deferred Compensation Plan.

        Company Products.    Each of our non-employee directors is entitled to receive certain Company products for his or her personal use at no charge, with an $8,000 lifetime limit on installation and parts for an irrigation system. The value of any products or irrigation parts ordered by a director during a calendar year is included on the director's 1099 for that calendar year.

        Charitable Giving.    Support of our directors' charitable organizations is made in accordance with the Company's Matching Gift Program, which provides that a gift in the amount of $25 to $1,000 by a director and/or his or her spouse to educational and/or environmental institutions and public broadcasting organizations will be matched by us in an aggregate amount of up to $1,000 per director per year.

        Indemnification and D&O Insurance.    Each director is a party to an indemnification agreement with us that assures the director of indemnification and advancement of expenses to the fullest extent permitted by Delaware law and our Restated Certificate of Incorporation, and of continued coverage under our directors and officers liability insurance, to the extent it is maintained.

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        Director Compensation for Fiscal 2009.    The following table provides summary information concerning the compensation of each individual who served as a director during fiscal 2009, other than Michael J. Hoffman, our Chairman and CEO, who is not compensated separately for his service as a director and whose compensation is set forth under the heading "Executive Compensation" beginning on page 32.

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(1)

Unless a director otherwise elects to convert all or a part of his or her annual retainers and meetings fees into shares of our common stock as described in footnote 2 below, annual retainers and meeting fees are paid in cash on a calendar year basis. Annual retainers are paid in advance and meeting fees are paid in arrears in four quarterly installments on each of January 1, April 1, July 1 and October 1. The amount reported represents: (a) annual retainers paid on each of January 1, 2009, April 1, 2009 and July 1, 2009, one-third of the annual retainers paid on October 1, 2009, and two-thirds of the annual retainers paid on October 1, 2008, and (b) meeting fees paid on January 1, 2009, with respect to meetings held during November and December 2008, meeting fees paid on April 1, 2009 with respect to meetings held during January, February and March 2009, meeting fees paid on July 1, 2009, with respect to meetings held during April, May and June 2009, meeting fees paid on October 1, 2009, with respect to meeting held during July, August and September 2009, and meeting fees paid on January 1, 2010, with respect to meetings held during October 2009.

(2)

Our non-employee directors may elect to convert all or a part of their annual retainers and meeting fees otherwise payable in cash into shares of our common stock under the 2000 Directors Stock Plan. The amount reported for each director that has received shares of our common stock in lieu of cash retainers and meeting fees includes the amount of cash retainers and meeting fees earned by such director in fiscal 2009 but paid to such director in shares of our common stock.

(3)

Amount reported represents 100% of the grant date fair value of the annual stock award granted automatically to each of our non-employee directors, which is

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recognized in the year of grant and equals the share-based compensation expense recognized in fiscal 2009. The valuation of these awards was based on the three-month average closing price of our common stock, as reported on the NYSE. As of October 31, 2009, no directors held any restricted stock or other unvested stock awards.

(4)

Amount reported represents the share-based compensation expense recognized in fiscal 2009 for the annual stock option automatically granted to each of our non-employee directors on November 3, 2008, which were the only stock options granted to directors during fiscal 2009, and previously granted stock options that vested in fiscal 2009. Compensation expense equal to the grant date fair value of the stock options is recognized over the vesting period. The specific assumptions used in the valuation of the stock options reflected in the amount reported are summarized in the table below:

For each of Messrs. Buhrmaster, Buxton, Nassau, Steinhafel and Twomey and for Ms. Cooper, the November 3, 2008 annual stock option grants were fully expensed as of the date of grant because each director had served, or during the term of the stock option will have served, on the Board for 10 full fiscal years and, accordingly, if such director terminates his or her service on the Board, his or her outstanding unvested stock options will continue to vest in accordance with their terms and the director may exercise the vested portions of the stock options for up to four years after the director's date of termination, but not later than the date the stock options expire. The grant date fair value of each of the annual stock option awards automatically granted to each of the directors on November 3, 2008, for financial reporting purposes, was $10.06 per stock option. The exercise price per share is equal to 100% of the fair market value of one share of our common stock on the date of grant, as determined by the closing price for our common stock as reported on the NYSE, which was $33.78 on November 3, 2008. The actual value of the stock option awards, if any, to be realized by a director depends upon whether the price of our common stock at exercise is greater than the exercise price of the stock options.

(5)

As of October 31, 2009, the aggregate number of stock options (exercisable and unexercisable) held by each director was as follows: Mr. Buhrmaster—16,784; Mr. Buxton—16,784; Ms. Cooper—16,784; Mr. Ellis—9,238; Ms. Harless—16,784; Mr. Nassau—15,450; Mr. Steinhafel—16,784; Mr. Thulin—5,960; and Mr. Twomey—16,784.

(6)

We generally do not provide perquisites and other personal benefits to our directors, other than Company products for their personal use at no charge. The amount reported represents the aggregate incremental cost to us of providing Company products to our directors as follows: Ms. Cooper—$3,645; Mr. Nassau—$10,817; and

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Mr. Steinhafel—$12,068. The incremental cost to us of the products provided to our directors was determined as the amount a Company employee would have paid for such products as opposed to the full retail price for such products since all Company employees may purchase Company products at an employee discount.

Policies and Procedures Regarding Related Person Transactions

        Our Corporate Governance Guidelines set forth in writing our policies and procedures regarding the review, approval and ratification of related person transactions. All reportable related person transactions must be reviewed, approved or ratified by the Nominating & Governance Committee. In determining whether to approve or ratify such transactions, the Nominating & Governance Committee will take into account, among other factors and information it deems appropriate:

•

the related person's relationship to the Company and interest in the transaction;



•

the material facts of the transaction;



•

the benefits to the Company of the transaction; and



•

an assessment of whether the transaction is (to the extent applicable) in the ordinary course of business, at arm's length, at prices and on terms customarily available to unrelated third party vendors or customers generally, and whether the related person had any direct or indirect personal interest in, or received any personal benefit from, such transaction.

        Transactions in the ordinary course of business, between us and an unaffiliated corporation of which one of our non-employee directors serves as an officer, that are at arm's length, at prices and on terms customarily available to unrelated third party vendors or customers generally, in which the non-employee director had no direct or indirect personal interest, nor received any personal benefit, and in amounts that are not material to our business or the business of such unaffiliated corporation, are deemed conclusively pre-approved.

Board of Directors Business Ethics Policy Statement

        It is our policy to maintain the highest level of moral, ethical and legal standards in the conduct of our business. Pursuant to our Corporate Governance Guidelines, the Board has adopted, and each director annually signs, a Business Ethics Policy Statement. The policy can be found on our website at www.thetorocompany.com (select the "Investor Information" link and then the "Corporate Governance" link).

Code of Conduct and Code of Ethics for our CEO and Senior Financial Officers

        All of our employees are required to comply with our Code of Conduct to help ensure that our business is conducted in accordance with the highest level of moral, ethical and legal standards. We also have a Code of Ethics for our CEO and Senior Financial Officers applicable to our CEO (our principal executive officer), our CFO (our principal financial officer), our Vice President, Corporate Controller (our principal accounting officer and controller), and to all business unit controllers and senior accounting personnel identified by our Vice President, Corporate Controller who are bound by the provisions set forth in the Code of Conduct relating to ethical conduct, conflicts of interest and compliance with the

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law. Our Code of Conduct and Code of Ethics for our CEO and Senior Financial Officers can be found on our website at www.thetorocompany.com (select the "Investor Information" link and then the "Corporate Governance" link). If necessary, we intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding amendments to or waivers from any provision of our Code of Ethics for our CEO and Senior Financial Officers by posting such information on our website at www.thetorocompany.com (select the "Investor Information" link and then the "Corporate Governance" link).

Complaint Procedure; Communications with Directors

        The Board has appointed Robert C. Buhrmaster as our presiding non-management director, with the responsibility to facilitate communications by shareholders, interested parties and employees directly with the independent, non-management members of the Board. Our presiding non-management director maintains a special telephone line for the purposes described below.

        As required by the Sarbanes-Oxley Act of 2002, we maintain procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Our 24-hour, toll-free confidential compliance line is available for the submission of concerns regarding these matters by any employee. Any employee who believes he or she is aware of a breach of our Code of Conduct or an incident involving financial fraud may leave a confidential or anonymous message at 800-850-7247 (in the United States) or +1-678-999-4558 (outside the United States) or for Robert C. Buhrmaster, as our presiding non-management director, at 952-887-7268.

        The Board also has established a process for shareholders and interested parties to send communications to the non-management directors. Shareholders and interested parties may communicate with the Board or the non-management directors through the presiding non-management director by calling 952-887-7268 or by writing to our Vice President, Secretary and General Counsel, 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196. Communications sent to us addressed to the Board of Directors or to any non-management director are reviewed by our Vice President, Secretary and General Counsel. Some types of communications may not be forwarded to our presiding non-management director. These include job inquiries, surveys and requests for information about us, offers of goods and services, requests for donations and sponsorships and product ideas, as well as communications unrelated to us or our business. If the communication does not fall in one of these categories, it will be forwarded to our presiding non-management director.

        Concerns and questions relating to accounting, internal accounting controls, financial policy, risk management or auditing matters are brought to the attention of the Chair of the Audit Committee and are handled in accordance with procedures established by the Audit Committee. These concerns also may be reported through our anonymous confidential compliance line at 800-850-7247 (in the United States) or +1-678-999-4558 (outside the United States) or to Robert C. Buhrmaster, as our presiding non-management director, at 952-887-7268. If requested, we will endeavor to keep information that has been submitted confidential, subject to any need to conduct an effective investigation and take appropriate action.

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EXECUTIVE COMPENSATION

Compensation & Human Resources Committee Report

        The Compensation & Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with Management and, based on such review and discussions, the committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2009.

Compensation & Human Resources Committee:
Christopher A. Twomey (Chair)
Winslow H. Buxton
Katherine J. Harless
Robert H. Nassau
Gregg W. Steinhafel

Compensation Discussion and Analysis

        Executive Summary.    This Compensation Discussion and Analysis describes the key principles and approaches used to determine material elements of compensation awarded to, earned by and/or paid to each of our named executive officers listed in the Summary Compensation Table. This discussion should be read in conjunction with the tables and corresponding footnotes set forth on pages 50 through 58, as it provides information and context to the compensation disclosures included in those tables and footnotes.

        This discussion focuses primarily on compensation awarded to, earned by and/or paid to each of our named executive officers for fiscal 2009. However, to the extent that it enhances an understanding of our fiscal 2009 compensation, it also addresses past compensation actions and changes to our executive compensation programs in fiscal 2010.

        Compensation for our named executive officers other than the CEO generally is determined by the Compensation & Human Resources Committee, which is comprised solely of independent non-employee directors who meet at least three times each fiscal year. Compensation for our CEO is determined by the Compensation & Human Resources Committee and ratified by the independent non-employee directors of the full Board. In making compensation decisions, the Compensation & Human Resources Committee considers market data, analysis and recommendations provided by Towers Watson and recommendations from our CEO, Vice President, Human Resources & Business Development and Director, Total Rewards and HR Services regarding experience, tenure, corporate/division performance, individual performance and outside market factors, including general economic conditions. The Compensation & Human Resources Committee also considers the results of the annual CEO evaluation process in making compensation decisions for the CEO. The CEO does not provide input with respect to his own compensation.

        As a result of the difficult economic environment in fiscal 2009 and its impact on our financial performance, we implemented a number of cost savings initiatives. Those initiatives included a voluntary retirement program for employees that were age 59 and had at least five years of service in December 2008, two workforce reductions for our United States office salaried employees (February 2009 and August 2009), a voluntary 10% base salary reduction for our named executive officers and other executives approved by the

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Compensation & Human Resources Committee in February 2009, suspension of regularly scheduled merit increases for all United States office salaried employees and employees in several of our international locations in March 2009, and four furlough (unpaid) days for United States office salaried employees, including our named executive officers and other executives, from February 2009 through October 2009.

        Compensation Program Objectives.    We generally use compensation to help reinforce desired financial business results to our executives, including our named executive officers, and to motivate them to make decisions to produce those results. Our guiding philosophy is to maintain an executive compensation program that will attract, retain, motivate and reward highly qualified and talented executives that will enable us to perform better than our competitors. Our Compensation & Human Resources Committee considers several core principles, which are outlined below, when determining executive compensation.

•

Pay is linked to performance.  The largest component of target total compensation for our executives, including our named executive officers, is incentive compensation that is tied to the achievement of financial business results. Incentive compensation and total compensation will vary based on the level of achievement of specific performance measures that are tied to corporate and division financial business goals.



•

Total compensation opportunities are competitive with the marketplace.  To ensure that our executive compensation remains competitive, the Compensation & Human Resources Committee, with input and recommendations from Towers Watson, our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services, measures the competitiveness of the key elements of our executive compensation program, including base salary, annual incentives and long-term incentives. It is our goal generally to target the market 50^th percentile for individual elements of compensation and total compensation. We believe that targeting compensation opportunities at the market 50^th percentile allows us to attract and retain key talent, motivate the accomplishment of short-term and long-term financial business goals and maintain an appropriate cost structure.

Towers Watson provides market data for all of our executives, including our named executive officers, from the executive database within its Compensation Data Bank, which is a published compensation survey. The data in the compensation survey (there were 761 participating companies in the 2009 survey) is size adjusted, using a regression analysis, for our revenue size. For certain positions where regression data is not available, data is provided for a sub-set of companies with annual revenue between $1 and $3 billion (there were 125 participating companies in the 2009 survey in this revenue range). For executives with divisional responsibilities, the data is size adjusted for specific division revenue. We believe that the market for our executive talent is not limited to the manufacturing industry and therefore we do not focus specifically on manufacturing companies within the database nor do we identify a separate group of peer companies within the manufacturing industry. The market data provided by Towers Watson and analyzed by the Compensation & Human Resources Committee, our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services is

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summarized in aggregate form for each of the positions in which our executives serve. For our Vice President, Human Resources & Business Development, market data is provided for the Vice President, Human Resources position, but we consider Mr. Ramstad's responsibilities for both the human resources and business development functions when determining his compensation levels. Towers Watson provides aggregate rather than individual data for participating companies; therefore aggregate rather than individual data is used for the purpose of benchmarking or determining executive compensation in total or for any individual elements.

•

Stock ownership is emphasized.  We have a long-held belief that stock ownership by our executives is critical in order to align the interests of our executives with those of our shareholders. We encourage significant ownership of our common stock by our executives and, accordingly, the Compensation & Human Resources Committee has adopted stock ownership guidelines for them. We believe that our incentive programs' focus on financial business results has a direct link to the value of our common stock. Our long-term incentive programs directly result in share ownership by our executives and therefore are designed to support accumulation of shares of our common stock by our executives in furtherance of achieving their applicable stock ownership guidelines.

        We believe that these core principles help ensure that when financial business goals are met, total compensation is generally at or above the market 50^th percentile and when financial business goals are not met, total compensation is generally below the market 50^th percentile.

        Elements of Our Executive Compensation Program.    During fiscal 2009, our executive compensation program consisted of the following elements: base salary, annual cash incentives, long-term incentives, retirement and health benefits and perquisites. We have outlined below the purpose of each of these elements, as well as target positioning in the market.

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        We do not target a specific mix between fixed (non-performance-based) and variable (performance-based) compensation, short-term and long-term compensation, or cash and equity compensation in determining our executive compensation levels. At the beginning of each fiscal year, the Compensation & Human Resources Committee, Towers Watson, our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services evaluate each element of compensation and total compensation in comparison to the market. To the extent that the mix between fixed and variable compensation and individual elements of compensation change in the market, the mix may change for any individual named executive officer. In reviewing total compensation and determining compensation levels, we generally consider that compensation should vary based on actual performance and that variable compensation should include both short-term incentives in the form of cash, as well as long-term incentives in the form of stock and other equity-based incentives.

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        Each element of our executive compensation program is described in more detail below.

Base Salary

        General.    We provide the opportunity for our named executive officers and other executives to earn a market competitive annual base salary. Base salaries are reviewed on an annual basis at the regular meeting of the Compensation & Human Resources Committee held in November or December of each year. In fiscal 2009, salary increases, if any, for the CEO, vice presidents, including each of the other named executive officers, and all general managers were made effective as of December 1, 2008.

        Prior to the November or December meeting, Towers Watson provides an analysis that compares the current base salary for the CEO, vice presidents, including each of the other named executive officers, and general managers to the market for the position in which such executive serves. Our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services review such analysis with the Chair of the Compensation & Human Resources Committee or the Committee as a whole, as appropriate. In addition to reviewing base salaries relative to the market, the Compensation & Human Resources Committee, Towers Watson, our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services also evaluate each executive's individual performance, tenure in the position, corporate and division performance and relative positioning when determining base salary increases.

        Our Discussion and Analysis.    In considering all of the previously mentioned factors and particularly the global recessionary economic conditions, Messrs. Hoffman, Wolfe and Brown did not receive salary increases on December 1, 2008. The Compensation & Human Resources Committee approved salary increases of 5% and 16% for Messrs. Ramstad and Dordell, respectively, on December 1, 2008 for fiscal 2009. The 5% increase for Mr. Ramstad was implemented to recognize his contributions as a vice president with responsibilities for both the human resources and business development functions and to reward individual performance. The 16% increase for Mr. Dordell was implemented to bring his salary closer to the market 50^th percentile and to reward individual performance. The fiscal 2009 base salaries, which include the base salary increases for Messrs. Ramstad and Dordell, and the recession-related 10% base salary reduction for each of the named executive officers, are provided below along with the corresponding positioning against the market. The 10% reduction caused most of the named executive officers' fiscal 2009 base salaries to fall below the market 50^th percentile. Mr. Ramstad's fiscal 2009 base salary falls slightly above the market 50th percentile for a Vice President, Human Resources position because his base salary appropriately reflects his levels of responsibilities for both the human resources and business development functions. The fiscal 2009 base salaries also are provided in the "Summary Compensation Table" on page 50.

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        Changes for Fiscal 2010.    In December 2009, the Compensation & Human Resources Committee evaluated the market, global economic conditions, our financial performance and levels of individual responsibilities and performance for each of the named executive officers and, at a minimum, restored individual base salaries to their levels prior to the 10% reduction. Messrs. Hoffman, Wolfe and Brown did not receive any increases to their base salaries, other than the restoration of the 10% reduction. Since base salaries were frozen in December 2008, the restoration of salaries brings salaries for these named executive officers back to fiscal 2007 levels. A 2.1% increase to the December 2008 base salary for Mr. Ramstad was implemented to reflect his contributions and performance, as well as his responsibility for both the human resources and business development functions. A 7% increase to the December 2008 base salary for Mr. Dordell was implemented to reflect his contributions and performance and to position his salary closer to the market 50^th percentile.

Annual Cash Incentives

        General.    We provide the opportunity for executives to earn an annual incentive. The incentive payout is based solely on financial business performance under our AMIP and is paid entirely in cash. At the beginning of each fiscal year, during its regular meeting held in November or December, the Compensation & Human Resources Committee approves a target award for each participant and financial business goals, or performance measures and weightings, at both the corporate and division level. The committee also approves the maximum level of AMIP payout (which cannot exceed 200% of the target award as a percentage of base salary).

        Target Awards.    Under the AMIP, target awards are established and expressed as a percentage of base salary. When determining the target award for each named executive officer, the committee reviews the market 50^th percentile total cash compensation (sum of base salary and annual incentives) for the position in which such named executive officer serves. Our objective is that when our annual incentives pay out at target, total cash compensation is at the market 50^th percentile. Target awards for our CEO and the other named executive officers generally differ based on market 50^th percentile total cash compensation levels for their respective positions. Target awards also may differ based on the committee's consideration of experience and tenure within Toro or the position and individual performance. For fiscal 2009, the target awards, expressed as a percent of base salary, remained the same as for fiscal 2008 for the each of our named executive officers. The target and maximum awards are provided below:

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        Fiscal 2009 Performance Measures.    Each year, the Compensation & Human Resources Committee, Towers Watson, our CEO, our Vice President, Human Resources and Business Development and our Director, Total Rewards and HR Services discuss performance measures and weightings for the AMIP. We believe that it is important to set performance goals for growth, profitability and asset performance in order to drive shareholder value and to focus our executives on improving both company and division performance. For fiscal 2009, division working capital as a percent of sales replaced division current assets turns as a divisional performance measure. The specific measures, weightings and goals for fiscal 2009, as approved by the Compensation & Human Resources Committee are provided below:

Corporate Participants

•

20% corporate revenue growth



•

40% fully diluted EPS



•

40% corporate average net assets turns

Division Participants

        In establishing financial business goals for the fiscal year to be approved by the Compensation & Human Resources Committee, factors such as our prior fiscal year financial business results, our competitive situation, our evaluation of market data, as well as the general state of the economy and our business all are considered. For fiscal 2009, target, threshold and maximum performance goals were established for all measures. Target levels of performance are set based on our financial plan for the fiscal year. For both the corporate and division performance measures, threshold levels of performance generate payouts at 40% of plan and maximum levels of performance generate payouts of 200% of plan. For fiscal 2009, the Committee approved a payout of 20%, rather than 40%, for the EPS threshold level of performance. The EPS threshold, which is set at 80% of plan, must be met for there to be a payout for corporate participants and a corporate portion of a payout for division participants. For division participants to receive a division payout, CPC must be at 80% of plan, or the threshold level of performance.

        Our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services recommend corporate and division financial measures, financial business goals and weightings to the Compensation & Human Resources Committee at its regular meeting held in November or December. Additionally, target and maximum dollar awards are reviewed and approved at that meeting. During its regular meeting held in July, the Compensation & Human Resources Committee reviews progress against the corporate and division financial business goals. Following the end of the fiscal year, at the Compensation & Human Resources Committee meeting held in November or December, our CEO, our Vice President, Human Resources & Business

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Development and our Director, Total Rewards and HR Services present actual results against the corporate and division financial business goals and the corresponding payout percent (expressed as a percent of target performance). The Compensation & Human Resources Committee has the discretion to approve adjustments to previously approved performance levels or performance measures to account for irregular or non-recurring items and events. There were no irregular or non-recurring items or events during fiscal 2009. The Compensation & Human Resources Committee then verifies that the financial business goals were achieved at the levels presented at the meeting. Payouts are made in the middle of December and are contingent on our final earnings release for the fiscal year. Our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services also present a summary of actual dollar payouts for our CEO, vice presidents, including each of the named executive officers, and general managers, which is reviewed and approved by the committee. The committee also has the discretion to adjust the payout percent up or down by up to 20% based on certain events. Examples of factors or events that could cause the committee to adjust the payout percent include the buyback of shares of our common stock in unplanned amounts or significant acquisition or disposition transactions. The committee did not make any such adjustments to the fiscal 2009 annual cash incentive payouts.

        Our Discussion and Analysis.    Below is a table summarizing the fiscal 2009 corporate performance measures, including threshold, target, maximum and actual levels of performance.

        Since actual EPS was below the threshold of $2.40, there was no payout for any corporate participants and no corporate portion payout for any divisional participants. Two of our divisions, Residential and Micro Irrigation, received divisional payouts of 200% and 35.8%, respectively, which generated overall division payouts of 100% and 17.9%, respectively.

        For fiscal 2009, all of our named executive officers with the exception of Mr. Brown were eligible for payouts based on performance against corporate performance measures. Mr. Brown and other executives with divisional responsibilities received annual incentive payouts based 50% on corporate performance and 50% on division performance for the division(s) in which they have responsibility. For fiscal 2009, Mr. Brown's divisional goals were weighted 70% on performance of the Residential division and 30% on performance of the Landscape Contractor division.

        As a result of below threshold EPS levels, there were no AMIP payouts for Messrs. Hoffman, Wolfe, Ramstad or Dordell. As a result of performance in the Residential Business, Mr. Brown received an AMIP payout of $101,029. As indicated previously, our incentive compensation programs ensure that pay varies with performance. Fiscal 2009 financial business results led to significantly lower levels of total cash compensation, which

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is the sum of base salary and annual cash incentives. The resulting fiscal 2009 total cash compensation and position against the market is summarized below for each of the named executive officers. As reflected in the table, the lack of an AMIP payout for Messrs. Hoffman, Wolfe, Ramstad and Dordell caused total cash compensation to be well below the targeted 50^th percentile. Mr. Brown's AMIP payout and resulting total cash compensation were between the market 25^th and 50^th percentile.

        Changes for Fiscal 2010.    Since division working capital as a percent of sales replaced current assets turns in fiscal 2009, our divisions have made significant progress toward our goal of driving working capital "into the teens." Continued focus on our working capital initiative and profitability remain important for fiscal 2010. Therefore, both division net working capital as a percent of sales and division controllable profit contribution, or CPC, will remain division metrics for fiscal 2010. While we want to continue our focus on asset management and profitability, we also want revenue to return to prior levels. Therefore, our CEO, our Vice President of Human Resources & Business Development and our Director, Total Rewards and HR Services recommended, and the Compensation & Human Resources Committee approved, division revenue growth as an additional divisional performance measure for fiscal 2010. Corporate performance measures and weightings remain the same for fiscal 2010.

Long-Term Incentives

        General.    We believe that the use of equity-based compensation programs, along with our stock ownership guidelines, help align the interests of our executives and our shareholders. Therefore, we provide the opportunity for our executives to earn competitive long-term incentives. Long-term incentives, in the form of both stock options and performance share awards, are granted to our executives by the Compensation & Human Resources Committee. Each component historically has delivered 50% of the overall targeted long-term incentive value. We generally target the market 50^th percentile for long-term incentive awards and therefore, have used that market data as a key data point in determining long-term incentive grants. Actual long-term incentive grants are determined after considering the market data, individual performance, length of time in the position and internal positioning. Therefore, an executive may receive less than the full market 50^th percentile long-term incentive while gaining experience in a new position. Additionally, an executive may receive more than the full market 50^th percentile long-term incentive value based on superior individual performance.

        Stock Options.    Each year at its regular meeting held in November or December, which is the first meeting of the fiscal year, the Compensation & Human Resources

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Committee grants options to our executives. Options are granted by the committee under The Toro Company 2000 Stock Option Plan, or 2000 Stock Option Plan. If shareholder value is not delivered and our stock price does not increase, the options will not have any value. If we deliver strong shareholder returns, our stock price presumably will increase, thereby increasing the value of the stock options and total compensation.

        Our historical process to determine the number of options to award to our executives, including our named executive officers, has been to start with a total expected value of options to be granted to each executive officer (which historically has represented one-half of the total long-term incentive value to be awarded). That value is then divided by the expected value of one option, using the Black-Scholes option pricing method, to determine the number of options to grant. The calculation of the expected value is based on the average closing price of our common stock, as reported on the NYSE, over the last three months of the prior fiscal year.

        Stock options granted to our executives, including our named executive officers, in fiscal 2009 vest in three approximately equal installments on each of the first, second and third year anniversaries of the date of grant and are exercisable for a period of 10 years following the date of grant. The Compensation & Human Resources Committee periodically reviews vesting schedules and term schedules for similarly sized companies. The number of options awarded to our named executive officers for fiscal 2009 can be found in the "Grants of Plan-Based Awards for Fiscal 2009" table on page 53. The exercise price of the options is the closing price of our common stock, as reported on the NYSE, on the date of grant, which for fiscal 2009 was December 3, 2008. The exercise price for the fiscal 2009 stock options was $28.62.

        Performance Share Awards.    Each year at its regular meeting held in November or December, the Compensation & Human Resources Committee grants performance share awards under The Toro Company Performance Share Plan, or PSP, to our executives, including our named executive officers, and selected general managers and managing directors. Performance share awards are paid out in shares of our common stock after a three-year award term. At the beginning of the fiscal year, the committee establishes financial business goals for the next three-year award term and also establishes thresholds and maximums.

        For fiscal 2009 to fiscal 2011 awards, the following goals and weightings were established:

•

50% cumulative net income plus after-tax interest



•

25% cumulative corporate average net assets turns



•

25% cumulative revenue

        Similar to how the goals are set in the AMIP, our prior fiscal year financial business results, our competitive situation, our evaluation of market data, as well as the general state of the economy and our business, including any anticipated business opportunities, are considered by the committee when establishing goals for the next three-year award term.

        Our historical process to determine the number of performance share awards to be granted to our named executive officers is to start with a total expected value of

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performance share awards to be delivered (which represents one-half of the total expected long-term incentive value to be awarded). That value then is divided by an expected value per share to determine the number of performance share awards to grant at target.

        At the end of the three-year award term, at the committee's regular meeting in November or December, our CEO, our Vice President of Human Resources & Business Development and our Director, Total Rewards and HR Services summarize performance against the financial business goals and determine a payout, which is expressed as a percent of target. The Compensation & Human Resources Committee then verifies that the financial business goals were achieved at the levels presented at the meeting. Shares of our common stock are paid out to the named executive officers in December and are contingent on our final earnings release for the fiscal year. The number of performance shares awarded to our named executive officers for the fiscal 2009 through fiscal 2011 award term can be found in the "Grants of Plan-Based Awards for Fiscal 2009" table on page 53.

        For fiscal 2007 through fiscal 2009, the following goals and weightings were established:

•

50% cumulative net income plus after-tax interest



•

50% cumulative corporate average net assets turns

        Our Discussion and Analysis.    Delivering long-term incentives equally in the form of stock options and performance share awards has been effective in focusing our executives on both short-term and long-term financial business results and encouraging stock ownership. Annually, the Compensation & Human Resources Committee, Towers Watson, our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services review the performance measures utilized in the performance share plan to confirm that such measures are the most effective measures for driving results. The value of long-term incentives delivered to each of our named executive officers for fiscal 2009 generally was targeted at the market 50^th percentile for the position in which such named executive officer serves. The long-term incentives for some of our named executive officers varied from the market 50^th percentile to reflect experience in their position and individual performance.

        Below is a table summarizing the financial business goals for the fiscal 2007 to fiscal 2009 award term, including the threshold, target, maximum and actual levels of performance.

        Actual levels of performance translated into a payout percent of 34.4% of target. Therefore, eligible participants received 34.4% of the target shares granted for the fiscal 2007 to fiscal 2009 award term. A summary of the performance shares awarded to the

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named executive officers for the fiscal 2007 to fiscal 2009 award term can be found in the "Option Exercises and Stock Vested for Fiscal 2009" table on page 56.

        Impact on Total Direct Compensation.    The table below reflects total direct compensation in comparison to the market 50^th percentile for each of the named executive officers. Total direct compensation represents the sum of fiscal 2009 base salary, fiscal 2009 annual cash incentives, grant date fair value of fiscal 2009 stock option grants and grant date fair value of the performance shares awarded at target for the fiscal 2009 to fiscal 2011 award term. Actual AMIP payouts had a significant impact, resulting in total direct compensation being well below the target of the market 50^th percentile.

        Changes for Fiscal 2010.    The market for long-term incentives has changed significantly over the last several years as companies evolved their long-term incentive grant practices to address several concerns, including the economy, state of the business, share reserves, targeted versus expected economic value and stock price volatility. When establishing grant levels for fiscal 2010, the Compensation & Human Resources Committee, our CEO, our Vice President, Human Resources & Business Development and our Director, Total Rewards and HR Services considered the fiscal 2009 grant levels in terms of the number of units, as well as targeted and expected value of those grants. Although the market continues to be an important reference point for long-term incentives, we believe that it will be important to assess historical grant levels going forward. Additionally, we are submitting for shareholder approval at the 2010 Annual Meeting The Toro Company 2010 Equity and Incentive Plan, which allows for other forms of long-term incentives, including restricted stock. Although it is not anticipated that any grants would be made under this new plan until fiscal 2011, if the plan is approved we will be in a position in the future to re-evaluate the forms of equity-based compensation to award to our CEO, our vice presidents, including the other named executive officers, our general managers and other employees.

Retirement and Health Benefits

        General.    Our executives participate in The Toro Company Investment, Savings & Employee Stock Ownership Plan, or IS&ESOP, the plan in which the majority of our United States-based employees participate. This plan includes a standard 401(k) plan with a company match and two other company contributions (an investment savings contribution and an ESOP contribution). The 401(k) portion allows all eligible United States-based employees with 90 consecutive days of service to set aside pre-tax dollars to save for retirement. We currently match $0.50 for each employee dollar contribution, up to an employee maximum of 4%. Employees are eligible to receive the company match on the

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first of the month following one year of service. In the 401(k) portion, employees whose compensation exceeded a certain level for the prior calendar year are capped at a certain contribution percent. For the investment savings contribution, we historically have contributed 5.5% of an employee's eligible compensation plus 5.5% above the social security taxable wage base into their account and for the ESOP contribution, we historically have contributed 1.5% of eligible compensation into an employee's account each calendar year. Employees are eligible to receive the investment savings and the ESOP contribution on the first of the month following two years of service. During calendar year 2009, we amended the IS&ESOP so that all company contributions, including the company match, the investment savings and the ESOP fund contribution would be defined as discretionary. Although the plan was amended, the calendar year 2009 company contributions will remain the same as in prior years.

        Our primary retirement benefits are provided through the IS&ESOP. In addition to the IS&ESOP, we also have The Toro Company Retirement Plan for Office and Hourly Employees, which is a floor offset pension plan that we provide for our United States-based office and hourly employees (excluding our union production employees). Our executives, including our named executive officers, are eligible to participate in this plan. The plan was frozen to new participants in September 2005 and no further benefits are being accrued after December 31, 2009. Messrs. Ramstad and Dordell are not participants in this plan as they were hired after September 2005. Under the plan, a minimum level of benefit is calculated based on earnings and years of service. Separately, a defined contribution offset is calculated based our investment savings and ESOP contributions and, if the defined contribution is greater than the minimum benefit, then there is no benefit due under this plan. As of December 31, 2009, none of our executives, including our named executive officers, were due a benefit under this plan.

        Our executives participate in the same health and welfare benefit plans in which our United States-based office salaried employees participate. These plans include medical, dental, life, accidental death and dismemberment and long-term disability.

        Changes for Fiscal 2010.    During fiscal 2009, we worked with an outside health and welfare benefit consultant to evaluate the competitiveness of our life insurance and disability programs and consolidate these benefits with one vendor. As a result, we implemented certain plan design changes to our accidental death and dismemberment and long-term disability benefits for calendar year 2010 (since these plans run on a calendar year rather than fiscal year basis). Those changes are summarized below:

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Nonqualified Deferred Compensation Plans

        General.    Our named executive officers are eligible for three nonqualified plans: The Toro Company Deferred Compensation Plan, The Toro Company Deferred Compensation Plan for Officers and The Toro Company Supplemental Benefit Plan.

        The Toro Company Deferred Compensation Plan.    This plan allows employees that are at a director-level and above to defer pre-tax calendar year base salary and/or fiscal year AMIP cash bonuses to a date in the future. Participants can defer up to 50% of their calendar year base salary and up to 100% of their AMIP cash bonus. Each year, before the new fiscal year begins, eligible employees are given the opportunity to defer their calendar year base salary and/or fiscal year AMIP bonus. Participants elect the frequency of payments and the number of payments to receive at the time of distribution. Participants must elect a distribution date that is at least two years later than the date the compensation otherwise would have been received. Amounts deferred go into an account and earn interest based on a participant's allocation of funds in the plan. Participants are always 100% vested in their accounts.

        The Toro Company Deferred Compensation Plan for Officers.    This plan allows key employees that participate in the Performance Share Plan an opportunity to defer receipt of shares of our common stock paid out under the plan to a date in the future. Participants can defer up to 100% of the common stock payout. Each year, before the third fiscal year of the three-year award term begins, executives are given the opportunity to defer the receipt of those shares to some point in the future. Participants must elect a distribution date that is at least two years later than the date the shares would have been received. Participants elect the frequency of payment and the number of payments. Participants are always 100% vested in their accounts.

        The Toro Company Supplemental Benefit Plan.    This plan is maintained for the purpose of providing benefits for a select group of management or highly compensated employees, in excess of the limitations on benefits and contributions imposed by Sections 401(a)(17) and 415 of the Code. Our contributions to this plan are made on a calendar year basis, usually in the first calendar quarter following the end of the prior calendar year. We contribute the investment savings calculation and the ESOP fund calculation above the compensation limit into this plan. Participants with a balance of less than $25,000 have their accounts distributed in a lump sum. Participants with a balance of greater than $25,000 elect the frequency of payments and the number of payments. Participants are always 100% vested in their accounts.

        Our Discussion and Analysis.    For fiscal 2009, Mr. Dordell elected to defer 10% of his calendar year 2009 base salary through the Deferred Compensation Plan and 100% of his fiscal 2007 to fiscal 2009 performance share award payout through the Deferred Compensation Plan for Officers. We believe that nonqualified deferred compensation plans are typical in the marketplace and provide a valued retirement vehicle for our eligible employees, including our named executive officers. We review our nonqualified plans on a periodic basis.

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Perquisites

        General.    We provide our named executive officers and other executives the opportunity to receive certain perquisites. Below is a brief description of the perquisites provided to our named executive officers in fiscal 2009.

        The value of the perquisites provided to our named executive officers for fiscal 2009 can be found in the "Summary Compensation Table" on page 50, in the "All Other Compensation" column and related footnote.

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        Our Discussion and Analysis.    We provide perquisites to help attract and retain highly qualified and talented executives in recognition of the fact that similar perquisites are provided at other companies with which we compete for executive talent. We believe that the perquisites provided to our named executive officers and other executives are consistent with perquisites provided at other companies and are an important part of our executive compensation program. We evaluate all of our perquisites on a periodic basis. In fiscal 2009, as part of the process of evaluating all of the retirement and health benefits, we decided to eliminate the additional accidental death and dismemberment coverage for our director-level employees and above (benefit of receiving 24 hour coverage versus commutation coverage), including our named executive officers. Effective for calendar year 2010, all United States-based office salaried employees will be eligible for the same basic benefit and will have the opportunity to purchase additional coverage.

Stock Ownership Guidelines

        We adopted stock ownership guidelines approximately 10 years ago to encourage our executives to accumulate and retain our common stock. Our guidelines require five times base salary for our CEO and range from two to three times base salary for other executives, including our named executive officers. We recommend that executives reach their guideline in five years. Based on our evaluation as of October 31, 2009, each of our named executive officers with five years of service is in compliance with the established guidelines. We review compliance with the ownership guidelines on a periodic basis.

Tax Deductibility of Compensation

        Our compensation plans, including the AMIP, the 2000 Stock Option Plan and the PSP, have been structured with the intention that annual cash incentive payouts, options and performance share award payouts awarded under these plans can be qualified as performance-based compensation, which is tax deductible to us under Section 162(m) of the Code.

Change of Control and Post-Termination Severance Arrangements

        General.    The only post-termination severance arrangements that we have with certain of our executives, including our named executive officers, are in connection with a change of control situation. If we experience a change of control, whether or not there is a qualifying termination of employment:

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the change of control employment agreements with our executives, including our named executive officers, become effective, requiring us to provide certain benefits to our executives during the three-year period following the change of control, including a minimum base salary and annual bonus, or in connection with a termination occurring during the three-year period after the change of control or, in certain instances, before the change of control;



•

all options immediately vest, become exercisable in full and remain exercisable for three years following the change of control (but not later than the date the options expire); and

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•

all outstanding performance share awards for award terms in progress at the time of the change of control become immediately payable at maximum in shares of our common stock.

The change of control employment agreements that we have with certain of our executives, including our named executive officers, more specifically provide that if during the three-year period after a change of control, or if before the change of control in anticipation of the change of control or at the request of a third party who took actions to cause the change of control, an executive's employment is terminated by us other than for "cause," or if the executive terminates his or her employment for "good reason," the executive is entitled to receive:

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a severance payment equal to three times the sum of the current annual base salary and highest annual bonus (which is the greater of the most recent fiscal year annual bonus paid to the executive or the highest annual bonus paid to the executive during the last three fiscal years);



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a payment equal to the amount that would have been received under our retirement plans had the executive remained employed by us for an additional three years;



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continued benefits under our welfare benefit plans for the executive and family for a period of three additional years;



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outplacement services; and



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an additional payment, or "gross-up," in the event an excise tax is imposed on payments under the agreement, so that after the payment of all taxes, including income and excise taxes, the executive will be in the same after-tax position as if no excise tax under applicable federal or state tax laws had been imposed.

        Our Discussion and Analysis.    We believe that such change of control arrangements are in the best interests of our Company and our shareholders to assure that we will have the continued dedication of our executives, notwithstanding the possibility, threat or occurrence of a change of control. We also believe that we must offer such change of control arrangements in order to remain competitive because similar protections typically are provided by other companies with which we compete for executive talent. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of October 31, 2009, our fiscal year-end, are described under the heading "Potential Payments Upon Termination or Change of Control" beginning on page 58.

        More specifically, we believe that the change of control provisions in our option, performance share and deferred compensation plans and related agreements described above which are triggered by the change of control itself and are not dependent upon any qualifying termination of employment event, and thus known as "single trigger" change of control arrangements, are important because they provide retention incentives during what often can be an uncertain time for executives and provide executives with additional monetary motivation to complete a transaction that the Board believes is in the best interests of Toro and our shareholders. If an executive were to leave voluntarily prior to the completion of the change of control, any unvested options or performance share awards held by the executive would terminate.

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Summary Compensation Table

        The following table shows compensation for our Chairman, President and CEO, Vice President, Finance and CFO and for each of the other three most highly compensated executive officers. We collectively refer to the executives listed in this table as our "named executive officers." Mr. Dordell was not a named executive officer in fiscal 2007 and Mr. Brown was not a named executive officer in fiscal 2007 or fiscal 2008 and, therefore, information on their compensation for those fiscal years is not included.

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(1)

Amount reported represents the dollar amount of performance share awards recognized in the relevant fiscal year for financial statement reporting purposes.

(2)

Amount reported represents the share-based compensation expense recognized in the relevant fiscal year for financial statement reporting purposes for options granted in fiscal 2007, fiscal 2008 and fiscal 2009 and previously granted options that vested in such fiscal year. Compensation expense equal to the grant date fair value of the options is recognized over the vesting period. The specific assumptions used in the valuation of the options granted to each of the named executive officers are summarized in the table below.

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