Exhibit 10.2

[Letterhead]

 

 

 

July 19, 2016

 

Michael J. Hoffman

 

Dear Mike:

 

In connection with the succession planning process and your stated desire to transition from the role of Chairman and Chief Executive Officer of The Toro Company to the role of executive Chairman of the Board, earlier today the Board of Directors formally elected you to the position of Chairman of the Board, effective November 1, 2016, as an elected officer and employee of the Company and subject to your written acceptance of this offer.

 

The following confirms the terms and conditions of this offer:

 

	
Title:
    	
 
    	
Chairman of the Board of The Toro   Company

 
    
	
Effective Date:
    	
 
    	
November 1, 2016
    
	
 
    	
 
    	
 
    
	
Base Salary:
    	
 
    	
Your Annual Base Salary,   effective November 1, 2016, will be $680,000.  This amount was set by the   Compensation & Human Resources Committee (C&HR Committee) and   ratified by the Board of Directors.
    
	
 
    	
 
    	
 
    
	
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 125% and 250% 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 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.
    


 











 

	
 
    	
 
    	
Any F’17 equity grants will be   set by the C&HR Committee at the December 2016 meeting.  
    
	
 
    	
 
    	
 
    
	
Stock Ownership Guidelines
    	
 
    	
Your stock ownership guideline   multiple remains at 5x annual base salary.    
    
	
 
    	
 
    	
 
    
	
Executive Perquisites:
    	
 
    	
Your perquisites will remain   unchanged.
    
	
 
    	
 
    	
 
    


 

 

Mike, on behalf of the full Board I want to thank you for your years of service as Chairman and CEO.  I know that in your capacity as Chairman of the Board you will continue to work with Rick as your successor, the leadership team at Toro and the Board to continue to drive the company to even higher levels of success.

 

 

Sincerely,

 

/s/ Robert C. Buhrmaster

 

Robert C. Buhrmaster

Presiding Non-Management Director

The Toro Company Board of Directors

 











 

July 19, 2016

 

 

To the Board of Directors of The Toro Company:

 

 

I, Michael J. Hoffman, consent to being elected as the Chairman of the Board of The Toro Company effective as of November 1, 2016.

 

 

 

	
 
    	
/s/ Michael   J. Hoffman
    
	
 
    	
Michael J.   Hoffman