Common use of Methods of Exercise Clause in Contracts

Methods of Exercise. In order to exercise this Option, you must pre-clear such Option exercise with our Vice President, Secretary and General Counsel and Vice President, Treasurer and Chief Financial Officer using a pre-approval request form provided by Toro specifying the number of whole Shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this Option must be accompanied by payment in full of the aggregate Option Price for the Shares to be purchased. Payment may be made (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price for the Shares exercised under this method and will require cash payment from you for any remaining Option Price. Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan.

Methods of Exercise. In If you are not a Section 16 executive officer, in order to exercise this Option, log in to your account at xxxxxxxxxxx.xxxxxxxx.xxx or 000x.xxx, or any other stock plan administrator that Toro may engage in the future to provide stock plan administration services for the Plan, and follow the instructions included on the online platform or call Fidelity at 0-000-000-0000. If you are a Section 16 executive officer, you must pre-clear such the exercise of this Option exercise with our Vice President, Secretary and General Counsel and Vice President, Treasurer and Chief Financial Officer using a pre-approval request form provided by Toro specifying the number of whole Shares with respect to which you wish to exercise this Option. Once If you are a Section 16 executive officer, once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this All Option exercises must be accompanied by payment in full of the aggregate Option Price for the Shares to be purchased. Payment may be made (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price for the Shares exercised under this method (and, if applicable, any required tax withholding obligations) and will require cash payment from you for any remaining Option PricePrice (and/or tax withholding obligations). Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise, and (iii) any Shares withheld for purposes of tax withholding pursuant to the Plan. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan.

Methods of Exercise. In order to exercise this Option, you must pre-clear such Option exercise with our Vice President, Secretary and Human Resources & General Counsel and Vice President, Treasurer and Chief Financial Officer using a pre-approval request form provided by Toro TTC specifying the number of whole Shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this All Option exercises must be accompanied by payment in full of the aggregate Option Price for the Shares to be purchased. Payment may be made (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro TTC will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price for the Shares exercised under this method and will require cash payment from you for any remaining Option Price. Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro TTC has engaged to provide such services under the Plan.

Methods of Exercise. In order to exercise this Option, you must pre-clear such Option exercise with our deliver to Toro’s Vice President, Secretary and General Counsel and Vice Presidentor Managing Director, Treasurer and Chief Financial Officer using HR & Total Awards, as applicable, a pre-approval request written notice of exercise in a form provided specified or accepted by Toro the Committee specifying the number of whole Shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this Option must be accompanied by payment in full of the aggregate Option Price exercise price for the Shares to be purchased. Payment may be made (a) in cash or its equivalentcash; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price exercise price for the Shares exercised under this method (and, if applicable, any required tax withholding obligations) and will require cash payment from you for any remaining Option Priceexercise price (and/or tax withholding obligations). Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price exercise price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise, and (iii) any Shares withheld for purposes of tax withholding pursuant to the Plan. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan.

Methods of Exercise. In order to exercise this Option, you must pre-clear such Option exercise with our deliver to Toro’s Vice President, Secretary and General Counsel or Director, Total Awards and Vice PresidentHR Services, Treasurer and Chief Financial Officer using as applicable, a pre-approval request written notice of exercise in a form provided specified or accepted by Toro the Committee specifying the number of whole Shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this Option must be accompanied by payment in full of the aggregate Option Price exercise price for the Shares to be purchased. Payment may be made (a) in cash or its equivalentcash; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price exercise price for the Shares exercised under this method (and, if applicable, any required tax withholding obligations) and will require cash payment from you for any remaining Option Priceexercise price (and/or tax withholding obligations). Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price exercise price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise. Any , and (iii) any Shares issued withheld for purposes of tax withholding pursuant to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan.

Methods of Exercise. In If you are not a Section 16 executive officer, in order to exercise this Option, log in to your account at xxxxxxxxxxx.xxxxxxxx.xxx or 000x.xxx, or any other stock plan administrator that TTC may engage in the future to provide stock plan administration services for the Plan, and follow the instructions included on the online platform or call Fidelity at 0-000-000-0000. If you are a Section 16 executive officer, you must pre-clear such the exercise of this Option exercise in accordance with our Vice PresidentTTC’s Xxxxxxx Xxxxxxx Policy. If you are a Section 16 executive officer, Secretary and General Counsel and Vice President, Treasurer and Chief Financial Officer using a pre-approval request form provided by Toro specifying the number of whole Shares with respect to which you wish to exercise this Option. Once once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this All Option exercises must be accompanied by payment in full of the aggregate Option Price for the Shares to be purchased. Payment may be made (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro TTC will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price for the Shares exercised under this method (and, if applicable, any required tax withholding obligations) and will require cash payment from you for any remaining Option PricePrice (and/or tax withholding obligations). Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise, and (iii) any Shares withheld for purposes of tax withholding pursuant to the Plan. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro TTC has engaged to provide such services under the Plan.

Methods of Exercise. In order to exercise this Option, you must pre-clear such Option exercise with our deliver to Toro’s Vice President, Secretary and General Counsel and Vice President, Treasurer and Chief Financial Officer using a pre-approval request written notice of exercise in a form provided specified or accepted by Toro the Committee specifying the number of whole Shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this Option must be accompanied by payment in full of the aggregate Option Price exercise price for the Shares to be purchased. Payment may be made (a) in cash or its equivalentcash; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (c) by a cashless (broker-assisted) exercise; (d) by a “net exercise” of this Option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price exercise price for the Shares exercised under this method and will require cash payment from you for any remaining Option Priceexercise price. Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (i) Shares used to pay the Option Price exercise price of this Option under the “net exercise,” and (ii) Shares actually delivered to you as a result of such exercise. Any Shares issued to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan.the

Methods of Exercise. (a) In order to exercise this Option, you must pre-clear such Option exercise with our deliver to Toro’s Vice President, Secretary and General Counsel or Director, Total Awards and Vice PresidentHR Services, Treasurer and Chief Financial Officer using as applicable, a pre-approval request written notice of exercise in a form provided specified or accepted by Toro the Committee specifying the number of whole Shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelity, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this Option must be accompanied by payment in full of the aggregate Option Price exercise price for the Shares to be purchased. Payment may be made (ai) in cash or its equivalentcash; (bii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the exercise price; (ciii) by a cashless (broker-assisted) exercise; (div) by a “net exercise” of this Option (as further described below); (ev) by any combination of (ai), (bii), (ciii) and (div); or (fvi) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Option, Toro will reduce the number of Shares issued upon the exercise of this Option by the largest number of whole Shares that has a Fair Market Value on the exercise date that does not exceed the aggregate Option Price exercise price for the Shares exercised under this method (and, if applicable, any required tax withholding obligations) and will require cash payment from you for any remaining Option Priceexercise price (and/or tax withholding obligations). Shares will no longer be outstanding under this Option (and will therefore not thereafter be exercisable) following the exercise of this Option to the extent of (ix) Shares used to pay the Option Price exercise price of this Option under the “net exercise,” and (iiy) Shares actually delivered to you as a result of such exercise. Any , and (z) any Shares issued withheld for purposes of tax withholding pursuant to you upon exercise of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plan.

Methods of Exercise. In order to exercise this Optionoption, you must pre-clear such Option deliver to the office of the Secretary of Toro a written notice of exercise with our Vice President, Secretary and General Counsel and Vice President, Treasurer and Chief Financial Officer using a pre-approval request form provided by Toro specifying the number of whole Shares shares with respect to which you wish to exercise this Option. Once pre-clearance has been received and a pre-clearance notice has been submitted to Fidelityoption, you may exercise this Option only by calling Fidelity Executive Services at 0-000-000-0000. The exercise of this Option must be accompanied by payment in full of the aggregate Option Price exercise price for the Shares shares to be purchased. Payment may be made in (a) in cash or its equivalent; cash, (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value shares of Common Stock already owned, valued at the time closing sale price of a share of Common Stock on the date of exercise equal to (or , if no shares were traded on such date, as of the exercise price; next preceding date on which there was such a trade) during the regular trading session, as reported by the New York Stock Exchange), (c) in a combination of cash and Common Stock, (d) by tendering a notice of exercise of options and irrevocable instructions to a brokerage firm and Toro to execute a cashless exercise in accordance with the terms of the Plan, or (broker-assisted) exercise; (de) by a “net exercise” of this Option option (as further described below); (e) by any combination of (a), (b), (c) and (d); or (f) by any other method approved or accepted by the Committee in its sole discretion. In the case of a “net exercise” of this Optionoption, Toro will not require any payment of the exercise price of this option for the shares to be purchased from you in cash or otherwise (except as may be required for any fractional shares) but will reduce the number of Shares shares of Common Stock issued upon the exercise of this Option by the largest number of whole Shares shares that has a Fair Market Value fair market value (as defined to be the closing sale price of a share of Common Stock on the date of exercise (or, if no shares were traded on such date, as of the next preceding date on which there was such a trade) during the regular trading session, as reported by the New York Stock Exchange) on the exercise date that does not exceed the aggregate Option Price exercise price for the Shares shares exercised under this method and will require cash payment from you for any remaining Option Pricemethod. Shares of Common Stock will no longer be outstanding under this Option option (and will therefore not thereafter be exercisable) following the exercise of this Option option to the extent of (i) Shares shares used to pay the Option Price exercise price of this Option option under the “net exercise,” and (ii) Shares shares actually delivered to you as a result of such exercise. Any Shares issued to you upon exercise , and (iii) any shares withheld for purposes of this Option will be issued and delivered to you in book-entry or certificate form or issued and deposited for your benefit with any broker with which you have an account relationship or Toro has engaged to provide such services under the Plantax withholding.