Exhibit 10.1

[Letterhead]

 

 

 

July 19, 2016

 

Richard M. Olson

 

Dear Rick:

 

It is with great pleasure that I am able to offer you the position of President and Chief Executive Officer of The Toro Company.  Earlier today, the Board of Directors formally elected you to this position effective as of November 1, 2016 and subject to your written acceptance of this offer.

 

The following confirms the terms and conditions of this offer:

 

	
Title:
    	
 
    	
President and Chief Executive   Officer

(President & CEO)
    
	
 
    	
 
    	
 
    
	
Effective Date:
    	
 
    	
November 1, 2016
    
	
 
    	
 
    	
 
    
	
Base Salary:
    	
 
    	
Your Annual Base Salary,   effective November 1, 2016, will be $775,000.  This amount was set by the   Compensation & Human Resources Committee (C&HR Committee) and   ratified by the Board of Directors taking into account your new   responsibilities.
    
	
 
    	
 
    	
 
    
	
Annual Cash Incentive:
    	
 
    	
Your F’16 Annual Performance   Award, including the target and maximum payout, performance measures,   weightings and goals, set by the C&HR Committee at its meeting held in   December 2015 and as set forth in your Annual Performance Award   Agreement will remain unchanged.

 

Your F’17 Annual Performance   Award target and maximum payout percent will be 100% and 200% of fiscal year   base salary earnings, respectively.    These were set by the C&HR Committee and ratified by the Board of   Directors.  The performance measures,   weightings and goals for F’17 will be determined by the C&HR Committee at   its December 2016 meeting.

 
    
	
Long-Term Incentives:
    	
 
    	
All of your outstanding long-term   incentive awards, including Stock Option Awards, Restricted Stock Unit Awards   and Performance Share Awards (F’14 to F’16,    F’15 to F’17 and F’16 to F’18) will remain unchanged, including the   performance measures, weightings and goals for the Performance Share Awards.
    


 











 

	
 
    	
 
    	
Your F’17 equity grants (Stock   Option Awards and Performance Share Awards) will be set by the C&HR   Committee at the December 2016 meeting taking into account your new responsibilities.  Similar to prior years, it is expected that   one-half of the value of your F’17 equity grants will be delivered in the   form of Stock Option Awards and the other half will be delivered in   Performance Share Awards.
    
	
 
    	
 
    	
 
    
	
Stock Ownership Guidelines
    	
 
    	
Effective on November 1,   2016, your stock ownership guideline multiple will change to 5x annual base   salary.  You have five years, or until   November 1, 2021 to meet this guideline.
    
	
 
    	
 
    	
 
    
	
Executive Perquisites:
    	
 
    	
You will be eligible for   perquisites at the Chief Executive Officer level.
    


 

 

Rick, on behalf of the Board and myself, I want to congratulate you on this significant achievement.  I look forward to your acceptance of this offer and working with you to continue to drive the company to even higher levels of success.

 

 

Sincerely,

 

/s/ Michael J. Hoffman

 

Michael J. Hoffman

Chairman & CEO

The Toro Company

 











 

July 19, 2016

 

 

To the Board of Directors of The Toro Company:

 

 

I, Richard M. Olson, consent to being elected as the President and Chief Executive Officer of The Toro Company effective as of November 1, 2016.

 

 

 

	
 
    	
/s/ Richard M. Olson
    
	
 
    	
Richard M. Olson