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EXHIBIT 10.30
TRACTOR SUPPLY COMPANY
DEFERRED COMPENSATION AGREEMENT
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This agreement entered into this ____ day of _________, 199_ by and between
Tractor Supply Company, a corporation organized and existing under the laws of
the State of Delaware and having its principal place of business in the city of
Nashville, State of Tennessee, (the "Corporation") and
__________________________ of __________________, (the "Associate").
WITNESSETH:
Whereas, the Corporation is engaged in the retail sales of farm, home and
automotive maintenance products; and
Whereas, an employment relationship has existed between the parties hereto
since _______, 199_, to the mutual benefit of both parties; and
Whereas, the parties wish to continue this relationship and to provide for
certain contingencies; and
Whereas, the Associate is considered a highly compensated Associate or
member of a select management group of the Corporation;
Now, therefore, in consideration of the premise and of the covenants and
agreements set forth, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the Corporation and the Associate covenant and
hereby agree as follows:
COMPENSATION TO ASSOCIATE IF RETIRED,
DECEASED OR DISABLED
1.1) Compensation following Termination of Employment. The Corporation
agrees, if the associate shall have been continuously employed by the
Corporation from the date of this Agreement to his retirement, such
retirement occurring no earlier than his 55th birthday, to pay to the
Associate upon his retirement the amount held in the Associate's
Deferred Compensation account, a ledger account shown Schedule A, in
equal monthly payments to be made over a period of five years.
Each year, the percentage of Base Compensation which shall be added to
the Associate's Deferred Compensation account for that year shall be
determined in accordance with the criteria specified in the schedule
below. Base Compensation shall include annual salary paid in bi-weekly
installments, but shall not include bonuses, fringe benefits or
employer contributions to qualified pension plans. An Associate's
Deferred Compensation account shall consist of all annual additions to
the Associate's
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DEFERRED COMPENSATION AGREEMENT
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Deferred Compensation account, together with simple interest accrued
thereon, calculated for each year at a rate equal to the prime rate
listed in the Wall Street Journal on January 1 of that year. The amount
held in the Deferred Compensation account shall continue to earn
interest until all amounts in such account have been paid out to the
Associate.
IF THE NET IF THE NET % OF OFFICER'S
INCOME INCREASE AND INCOME AS A ANNUAL BASE
OVER THE PRIOR % TO SALES IS SALARY TO BE
YEAR IS AT LEAST * DEFERRED
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Less than 0% AND 2.5% 2%
Between 0.1%
and 6.0% AND 2.5% 3%
Between 6.1%
and 11.0% AND 2.5% 4%
Between 11.1%
and 20.0% AND 2.5% 5%
Greater than
20.0% AND 2.5% 6%
*If Net Income is less than 2.5% of sales, no deferral will be allowed
under any circumstances.
1.2) Death Prior to Termination of Employment. The Corporation agrees, if
the Associate should die while employed by the Corporation, to pay such
beneficiary or beneficiaries as designated by the Associate, or if not
designated by the Associate, to the Associate's estate, the total
amount shown in the Associate's Deferred Compensation account plus
interest accrued to the date of distribution in a lump sum. However, if
the Associate should commit suicide, while sane or insane, all amounts
payable by the Corporation to any person or entity under this Agreement
will be forfeited, subject to the right of the Corporation to consider
and make discretionary payment of part or all of the amounts held in
the Associate's Deferred Compensation account at such time.
1.3) Death of Associate Following Termination of Employment. In the event
that the Associate should die after retirement or disability, the
beneficiary or beneficiaries designated by the Associate in accordance
with Paragraph 4.1, or the Associate's estate will then receive the
unpaid portion of the Associate's Deferred Compensation account paid in
a lump sum with interest accrued until date of distribution.
1.4) Disability Prior to Termination of Employment. The Corporation agrees,
if the
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DEFERRED COMPENSATION AGREEMENT
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Associate shall have been continuously employed by the Corporation from
the date of this Agreement and shall become totally disabled prior to
actual retirement and such total disability shall continue without
interruption for a period of at least six months, to pay the amount in
the Associate's Deferred Compensation account to the Associate in equal
monthly payments over a period not to exceed five (5) years. The amount
remaining in the Deferred Compensation account shall continue to accrue
interest until all amounts held in such account have been paid to the
Associate.
CONDITIONS FOR PAYMENT
2.1) Continuous Employment. Payments to the Associate or his designated
beneficiary under this Agreement shall be made only upon the continuous
employment of the Associate by the Corporation (including periods of
disability and authorized leaves of absence as defined in Paragraph 8.1
of this Agreement), from the date of this Agreement to the date of
retirement age at age 55, or later, death or disability, and upon the
Associate's compliance with the terms of this Agreement.
TERMINATION OF EMPLOYMENT
3.1) Vesting Schedule. If the Associate is terminated prior to the date of
his retirement, death, or disability, he shall forfeit all rights to
any amounts payable under any other Paragraph of this Agreement, and,
in lieu thereof, the Corporation agrees to pay to the Associate in a
lump sum an amount equal to the following schedule.
FULL YEARS FROM DATE OF AN AMOUNT EQUAL TO THE
AGREEMENT TO SEVERANCE FOLLOWING % TIMES THE LATEST
OF EMPLOYMENT SCHEDULE "A" PLUS INTEREST
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Less than 5 Years 0%
Equal to or greater
than 5 years but less
than 8 years 30%
Equal to or greater
than 8 years but less
than 10 years 60%
Equal to or greater
than 10 years 100%
All amounts paid under this paragraph shall include interest paid to
the date of distribution.
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DEFERRED COMPENSATION AGREEMENT
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3.2) Termination for Cause. Notwithstanding any other provisions in this
Agreement, if the Associate is discharged by the Corporation for cause,
all amounts payable under this Agreement shall be forfeited and the
Associate shall have no right to receive any part of his Deferred
Compensation account at any time. "Cause" as defined in this Agreement
shall mean (a) incompetence, (b) insubordination, (c) conviction or
pleas of nolo contendere in a felony case, d) intoxication, or (e) drug
addiction.
BENEFICIARIES
4.1) Beneficiary Designation. The Associate, by written notice to the
Corporation during his lifetime signed by him and witnessed by at least
two persons, in the form attached as Exhibit "B", may designate one or
more persons or entities (including a trust or trusts) to receive as
beneficiaries his Deferred Compensation account or any balance thereof,
and any other compensation payable to him under this Agreement, in the
event of his death prior to full payment thereof. If he shall designate
more than one beneficiary, he may designate the person or persons who
shall succeed to the rights of the person or persons originally
designated in case the latter should die while payments remain due
under this Agreement. He may from time to time change any designation
so made and the last written notice received by the Corporation before
his death shall be controlling.
4.2) Simultaneous Death. If any beneficiary designated under the provisions
of this agreement should die simultaneously with the Associate or
within the twenty-four hour period immediately following the death of
the Associate, all benefits payable under this Agreement shall be paid
as if such beneficiary died prior to the Associate.
CLAIMS PROCEDURE
5.1) Administrator. The administrator for purposes of the claim procedure
under this Agreement is Senior Vice President - CFO the Corporation
whose address is: 320 Plus Park Boulevard, Nashville, TN 37217, (615)
366-4600. The Corporation shall have the right to change the
administrator of this Agreement.
5.2) Request for Benefits. Payments from the Deferred Compensation account
shall be paid in accordance with the provisions of this Agreement. The
Associate, or a designated beneficiary, or any other person claiming
through the Associate shall make a written request for payments
provided under this Agreement by mailing or delivering such claim to
the administrator. The administrator shall act upon request for
payments
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DEFERRED COMPENSATION AGREEMENT
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within a reasonable time, but not later than 90 days after the receipt
of the claim by the administer.
FUNDING
6.1) The Corporation's obligation under this Agreement shall be an unfunded
and unsecured promise to pay. The Corporation shall not be obligated
under any circumstances to fund its obligations under this Agreement
but the Corporation may, at its sole and exclusive option, elect to
fund this Agreement in whole or in part. If the Corporation shall elect
to fund this Agreement informally, in whole or in part, the manner of
such informal funding, and the continuance or discontinuance of such
informal funding shall be the sole and exclusive decision of the
Corporation. If the Corporation shall determine to informally fund this
Agreement, in whole or in part, by procuring life insurance for its own
benefit on the life of the Associate, the form of such insurance and
the amounts shall be the sole and exclusive decision of the
Corporation. Associate hereby agrees to submit to medical examinations,
supply such information and execute such documents as may be required
by the insurance company or companies to whom the Corporation may have
applied for such insurance if the Corporation shall determine to
informally fund this Agreement with life insurance. If said policies
are obtained annuities are purchased or other investments are made the
Corporation shall be the sole owner of any such policies, annuities or
investments and said property will in no way be deemed security to the
Associate under this Agreement, but shall remain a general Corporate
asset.
ACCELERATION OF BENEFIT PAYMENTS
7.1) The Corporation reserves the right to accelerate the payment of any
amounts payable under this Agreement without the consent of the
Associate, his estate, his designated beneficiaries or any other person
claiming through the Associate, provided that the accelerated payment
is equivalent to the monthly payments that would otherwise have been
payable.
LEAVE OF ABSENCE
8.1) For the purpose of determining the period of an Associate's continuous
employment within the meaning of the Agreement, an Associate's
employment shall not be deemed to have been interrupted by any periods
of temporary absence taken with the advance approval of the
Corporation, during which the Associate worked for no other employer;
nor by any period of absence during service in the Armed Forces of the
United States of America, if the Associate shall return to his
employment at the time
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DEFERRED COMPENSATION AGREEMENT
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and under the circumstances required to give him re-employment rights
under any Federal or State law. In the event the Associate shall not
return to the service of the Corporation within the specified period,
he shall be deemed to have terminated his employment when he originally
left the service of the Corporation.
NON-TRANSFERABILITY OF BENEFITS
9.1) This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, successors, and assigns. However, no person
entitled to any payments under this Agreement shall have any right to
commute, assign, encumber, pledge, borrow on or dispose of the right to
receive such payments.
CONSTRUCTION OF AGREEMENT
10.1) CORPORATE MERGER OR TERMINATION. The Corporation agrees that it will
not merge or consolidate with any other corporation or organization, or
permit its business activities to be taken over by any other
organization, unless and until the succeeding or continuing corporation
or other organization shall expressly assume the rights and obligations
of the Corporation herein set forth. The Corporation further agrees
that it will not cease its business activities or terminate its
existence, other than as heretofore set forth in this Paragraph,
without having made adequate provision for the fulfilling of its
obligations hereunder. In the event of any default with respect to the
provisions of this Paragraph, the Associate shall have a continuing
lien on all Corporate assets, until such default be corrected.
10.2) ASSOCIATE SECURITY. With the exception of the circumstances enumerated
in Paragraph 10.1 above, the rights of the Associate, his designated
beneficiary or beneficiaries or his estate under this Agreement shall
be solely those of an unsecured creditor of the Corporation and they
shall have only the rights to receive from the Corporation those
benefits as specified under this Agreement. Nothing contained in this
Agreement shall create a fiduciary relationship between the Corporation
and the Associate, or any other persons. Any funds which may be
invested under the provisions of this Agreement shall continue for all
purposes to be a part of the general funds of the Corporation and no
person other than the Corporation shall by virtue of the provisions of
the Agreement have any interest in such funds.
10.3) COMPUTATION OF BENEFITS. Any deferred compensation benefit under this
Agreement shall not be deemed salary or other compensation to the
Associate for the purpose of
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TRACTOR SUPPLY COMPANY
DEFERRED COMPENSATION AGREEMENT
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computing benefits to which he may be entitled under any pension plan
or other arrangement of the Corporation for the benefit of its
associates.
10.4) INDEPENDENCE OF BENEFITS. The payments made under this Agreement shall
be independent of, and in addition to, any other benefits or
compensation, whether by salary, or bonus or otherwise payable under
any employment agreements that now exist or may hereafter exist from
time to time between the Corporation and the Associate. This Agreement
between the Corporation and the Associate does not involve a reduction
in salary or foregoing of an increase in future salary by the existing
and future compensation and other benefits of Associate.
11.5) SCOPE OF AGREEMENT. This Agreement shall not be deemed to constitute a
contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Associate for cause as defined in Paragraph 3.3, or for any other
reason; nor does it restrict the right of the Associate to terminate
his employment.
11.6) STATE LAW GOVERNING AGREEMENT. The Law of the State of Tennessee shall
govern this Agreement.
11.7) INTERPRETATION OF AGREEMENT. Where appropriate in this Agreement, words
used in the singular shall include the plural and words used in the
masculine include the feminine.
REVOCATION AND AMENDMENT
12.1) This Agreement may be revoked or amended in whole or in part by the
Board of Directors of the Corporation.
EXECUTION OF AGREEMENT
13.1) This Agreement shall be executed in duplicate, each copy of which when
so executed and delivered, shall be an original; but both copies shall,
together, constitute one and the same instrument.
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TRACTOR SUPPLY COMPANY
DEFERRED COMPENSATION AGREEMENT
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IN WITNESS WHEREOF, the said Corporation has caused this Agreement to be signed
in its corporate name by its duly authorized officer, and impressed with its
corporate seal, and the said Associate has hereunto set his hand, all on the day
and year first above written.
TRACTOR SUPPLY COMPANY
BY:
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(Seal)
ITS:
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THOMAS O. FLOOD
SENIOR VICE PRESIDENT - CFO
ATTEST:
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SECRETARY
WITNESSES:
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ASSOCIATE
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TRACTOR SUPPLY COMPANY
DEFERRED COMPENSATION AGREEMENT
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EXHIBIT "A"
SCHEDULE OF BENEFITS
AS COVERED BY _________________________ AGREEMENT . . .
==================== ===========================
DEFERRAL BALANCE AS OF
FOR 199__ 12/31/9__
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$ $
==================== ===========================
TOTAL DEFERRAL..........................................$
VESTED PORTION..........................................$
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TRACTOR SUPPLY COMPANY
DEFERRED COMPENSATION AGREEMENT
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EXHIBIT "B"
BENEFICIARY DESIGNATION PROVISION
The following beneficiaries are hereby designated by the under signed Associate
to receive such payments as may be due pursuant to the Deferred Compensation
Agreement dated ______________,19___, between said Associate and Tractor Supply
Company upon the death of said Associate:
PRIMARY BENEFICIARY:
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Name
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Relationship
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Address
SECONDARY BENEFICIARY:
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Name
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Relationship
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Address
The primary beneficiary named above shall be the designated beneficiary referred
to in the Agreement to receive all amounts payable under such Agreement if he or
she is living at my death and should continue to live until all such amounts
have been paid in full. If the primary beneficiary should predecease me or
should die after payments have commenced to him or her but the full amount
payable has not been paid, the secondary beneficiary named above shall be the
designated beneficiary referred to in the Agreement to receive any and all
amounts due but unpaid under such Agreement.
WITNESSES: ASSOCIATE
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Name
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Date
ACKNOWLEDGED:
TRACTOR SUPPLY COMPANY
By:
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