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Exhibit 10.28
TRACTOR SUPPLY CO.
SENIOR EXECUTIVE INCENTIVE PLAN
PURPOSE
The Tractor Supply Co. Senior Executive Incentive Plan (the
"Plan") is established to provide additional compensation for senior executive
personnel who influence the profitability and success of Tractor Supply Co.
(the "Company").
ADMINISTRATION
The Plan is administered by the Compensation Committee (the
"Committee") designated by the Board of Directors of the Company (the "Board"),
which Committee, subject to action of the Board, has complete discretion and
authority with respect to the Plan and its application except to the extent that
discretion is expressly limited by the Plan. All action taken and decisions made
by the Committee or the Board pursuant to the Plan shall be final and
conclusive.
ELIGIBILITY FOR PARTICIPATION
The Plan established a participating group of employees (the
"Senior Executive Group") comprising key executives of the Company. Exhibit "A"
attached sets forth the Senior Executive Group as of January 1, 1997. The
Committee, in it sole discretion, shall decide with respect to each fiscal year
the identity of employees assigned to the Senior Executive Group. The Committee
may add additional persons to, and remove persons from the Executive Group
during each fiscal year. Unless the Board decides otherwise, participants in the
Plan shall only be entitled to bonuses to be paid during a fiscal year, if they
are employed by the Company on the Determination Date (hereinafter defined)
within such fiscal year. At the Board's discretion, participants who are not
employed by the Company on such Determination Date because of death, disability,
retirement or involuntary termination (other than for cause) may be entitled to
participate in the Plan with respect to a fiscal year on a pro rate basis, if
applicable, or otherwise.
DETERMINATION DATE
Bonus amounts shall be decided by March 15 following the end of
each fiscal year of the Company (the "Determination Date"). Bonus amounts shall
be paid to the Senior Executive Group as soon as administered practicable after
the Determination Date. Salary increases shall be retroactive to the beginning
of the fiscal year in which such determination was made.
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TRACTOR SUPPLY CO.
SENIOR EXECUTIVE INCENTIVE PLAN
BONUS AMOUNTS
Bonus amounts awarded will be used based on the percentage of FIFO
pre-tax profit improvement from one fiscal year to the next fiscal year, as
follows:
FIFO PRE-TAX PROFIT IMPROVEMENT BONUS PERCENTAGE
------------------------------------------------------------------------
Increase from Prior Fiscal Year
0 but less than 3% 0%
3 but less than 6% 20%
6 but less than 11% 30%
11 but less than 21% 40%
21 but less than 31% 50%
31 but less than 41% 60%
41% or more 70%
Decrease from Prior Fiscal Year Board Discretion
Board may increase percentage in its discretion
Based on current annual base salary
RIGHT OF DISCHARGE RESERVED
Nothing in the Plan shall confer upon any participant the right to
continue in the employment of the Company or affect any right which the Company
may have to terminate the employment of such participant.
AMENDMENT OR TERMINATION OF THE PLAN
The Board or the Committee shall have the right to amend or
terminate the Plan any time and for any reason whatsoever.
EFFECTIVE DATE
The Plan shall be effective for fiscal years commencing on and
after January 1, 1997.
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GOVERNING LAW
The Plan shall be governed by and construed according to the
internal laws of the State of New York, without giving effect to the conflicts
of laws principals thereof.
EXHIBIT "A"
Participants in Tractor Supply Co. Senior Executive Incentive Plan as of January
1, 1997:
Joseph H. Scarlett, Jr.
Gerald E. Newkirk
Thomas O. Flood
John R. Pearson