Exhibit 10(f)


THE TORO COMPANY

PERFORMANCE SHARE AWARD AGREEMENT


This
Agreement is entered into as of November 30, 2006, by and
between < Name> (“Employee” or “you”) and The Toro Company, a Delaware
corporation (“Toro” or “we”), to set forth the terms and conditions of a
Performance Share Award granted to you by the Compensation and Human Resources
Committee of the Board of Directors of Toro (the “Committee”) pursuant to The
Toro Company Performance Share Plan (the “Plan”).


1.             Performance Share Award.  Toro hereby grants you <shareawards>
Performance Shares (your “Maximum Potential Payout”) for Fiscal Years 2007 to
2009 (the “Award Term”), subject to the terms and conditions of this Agreement
and of the Plan and to your consent to those terms and conditions.


a.             Performance Share Definition.  A Performance Share is a right
to receive one share of Toro Common Stock, par value $1.00 per share, and
Preferred Share Purchase Rights attached thereto, (the “Common Stock”),
contingent on the achievement of Performance Goals.


b.             Performance Goal Achievement Required.  You will receive shares of Common Stock for
Performance Shares under this Performance Share Award only if Toro achieves
Performance Goals for the Award Term established by the Committee and the
Committee certifies in writing that the Performance Goals have been
achieved.  If the Performance Goals are
not achieved, a portion or all of your Performance Shares will be canceled and
you will receive no Common Stock for canceled shares.


c.             Performance Goals.  The Performance Goals to be achieved with
respect to the Award Term are cumulative net income plus after-tax interest of
$                  
and cumulative average net assets turns of                      
(the “Target Levels”).


2.                                       Number of Shares Delivered. 
If the Performance Goals are achieved at the Target Levels, you will
receive «target» shares of Common Stock (your “Target Payout”).  If the Performance Goals are achieved at
levels above or below the Target Levels, the number of shares of Common Stock you
will receive will be increased or reduced, including to zero, in accordance
with the matrix set forth in Exhibit A, which is attached to and forms a part
of this Agreement, subject further to adjustment and proration as provided in
the Plan and the Committee’s resolutions of November 30, 2006.  You may not receive a greater number of
shares of Common Stock than your Maximum Potential Payout.


3.                                       Payment of Awards. 
Performance Shares payable to you will be paid solely in shares of
Common Stock.











4.                                       Vesting and Cancellation Under Special Circumstances.


a.             Retirement,
Death or Disability. If a Plan Participant retires, dies or
becomes permanently disabled and unable to work prior to the end of an Award
Term, but after the conclusion of not less than 33% of the Award Term, the
Committee may, in its sole discretion, cause shares of Common Stock to be
delivered with respect to the participant’s Performance Share Award, but only
if otherwise earned and only with respect to the portion of the applicable
Award Term completed at the date of such event, with proration based on full
fiscal years only and no shares to be delivered for partial fiscal years.  “Retirement” means termination of employment
with the Company at age 55 or older and with a number of years of service to
the Company that, when added together with the participant’s age, equals at
least 65.  The Committee shall consider
the requirements of paragraph 3.e.(i).(A) of the Plan and shall have the
discretion to consider any other fact or circumstance in making its decision as
to whether to deliver shares, including whether the participant again becomes
employed. Shares shall be delivered only after the conclusion of the applicable
Award Term in accordance with paragraphs 3.b., 3.c. and 3.d. of the Plan.


(i)             Non-compete.
Notwithstanding the foregoing, if a Plan Participant retires prior to age 65,
and within one year after the later of the date of that retirement or the date
shares are delivered pursuant to paragraph 3.e.(i) of the Plan, the Plan
Participant (a) is employed or retained by or renders service to any
organization that, directly or indirectly, competes with or becomes competitive
with the Company, or if the rendering of such services is prejudicial or in
conflict with the interests of the Company; or (b) violates any confidentiality
agreement or agreement governing the ownership or assignment of intellectual
property rights with the Company, or (c) engages in any other conduct or act
determined to be injurious, detrimental or prejudicial to any interest of the
Company, the Company may rescind or restrict the special vesting under
paragraph 3.e.(i) of the Plan or withhold or have the right to the return of
the economic value of the Performance Shares that vested under that paragraph;
provided, however, that this provision shall not be applicable in the event of
a Change of Control.


b.           Reassignment.  If prior to the end of an Award Term, a Plan
Participant is reassigned to a position with the Company (including a
subsidiary or parent of the Company), and that position is not eligible to
participate in the Plan, but the Plan Participant does not terminate employment
with the Company, the Committee may, in its sole discretion, cause shares of
Common Stock to be delivered with respect to the participant’s Performance
Share Award, but only if otherwise earned and only with respect to the portion
of the applicable Award Term completed at the date of such reassignment, based
on full fiscal years only, with no shares to be delivered for partial fiscal
years.


c.             Other
Termination. In the event that a Plan Participant terminates
employment with the Company other than by reason of retirement, death or
disability as provided in paragraph 3.e.(i) of the Plan, Performance Shares in
such participant’s name that have not yet vested shall not vest and shall be
canceled.











d.             Change
of Control. 
Notwithstanding any other provision of this Agreement, all Performance
Shares that have not yet vested shall vest and become immediately payable if
there is a Change of Control of Toro, as defined in the Plan.


e.             Scale
Back.  The Committee may,
in its discretion, cancel a portion of the Performance Shares covered by this
Agreement prior to the conclusion of the Award Term, if the Committee
determines that the Performance Goals for the Award Term cannot be achieved at
the maximum levels established, in accordance with paragraph 3.e.(v) of the
Plan.


5.                                       Dividends and Voting. 
You will have no rights as a stockholder with respect to Performance
Shares unless and until Common Stock is issued in settlement of the Performance
Share Award.  Except as expressly
provided in the Plan, no adjustments will be made for dividends or other rights
for which the record date is prior to issuance of the Common Stock.


6.                                       Non-transferability. 
Neither your Performance Shares nor this Performance Share Award nor any
interest in the shares or award may be anticipated, alienated, encumbered,
sold, pledged, assigned, transferred or subjected to any charge or legal
process, other than by will or the laws of descent and distribution, so long as
the Performance Shares have not vested and shares of Common Stock have not been
distributed in accordance with the Plan, and any sale, pledge, assignment or
other attempted transfer shall be null and void.


7.                                       Successors and Heirs. 
This Agreement shall be binding upon and inure to the benefit of Toro
and its successors and assigns, and upon any person acquiring, whether by
merger, consolidation, purchase of assets or otherwise, all or substantially
all of Toro’s assets and business.  In
the event of your death, any shares of Common Stock to which you may become
entitled will be delivered to your heirs or personal representative in
accordance with the terms of the Plan.


8.                                       Governing Law.  This
Agreement will be construed, administered and governed in all respects under
and by the applicable laws of the State of Delaware, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement, the Plan, the award or the Performance Shares
to the substantive law of another jurisdiction.


9.                                       Tax Withholding.  Toro
has the right to deduct from any award payment made under this Agreement or to
require you to pay the amount of any federal, state or local taxes of any kind
required by law to be withheld with respect to the grant, vesting, payment or
settlement of an award under this Agreement, or to take such other action as
may be necessary in the opinion of Toro to satisfy all obligations for the
payment of such taxes.  If Common Stock
is withheld or surrendered to satisfy tax withholding, such stock will be
valued at fair market value as of the date such Common Stock is withheld or
surrendered.  Toro may also deduct from
any award payment any other amounts due by you to Toro.











10.                                 Miscellaneous. 
Notwithstanding anything in this Agreement to the contrary, the terms of
this Agreement shall be subject to the terms of the Plan.  In accordance with the Plan, all decisions of
the Committee shall be final and binding upon you and Toro.


IN
WITNESS WHEREOF, this Performance Share Award Agreement has
been executed and delivered by Toro on the terms and conditions set forth
above.


	
  

  	
  THE TORO COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
  Chairman, President and CEO

  



 


I hereby agree to
the terms and conditions of this Performance Share Award Agreement as a
condition to the grant made to me.


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  <Name>