INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
TRACTOR SUPPLY COMPANY
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT, dated as of ___ ___, between TRACTOR SUPPLY COMPANY, a
Delaware corporation (the -- "Company"), and ____________ (the "Optionee").
The Company's Stock Option Committee has determined that the objectives of the
Company's 2000 Stock Incentive Plan (the "Plan") will be furthered by granting
to the Optionee an option pursuant to the Plan.
In consideration of the foregoing and of the mutual undertakings set forth in
this Stock Option Agreement (the "Agreement"), the Company and the Optionee
hereby agree as follows:
SECTION 1. GRANT OF OPTION. The Company hereby grants to the Optionee a stock
option to purchase _______ shares of the Common Stock of the Company, at a
purchase price of _______ per share, which option is intended to qualify for the
special incentive stock option tax treatment described in Code section 422.
The Company cannot guarantee that the special tax treatment will apply. For
example, if the Optionee sells the Common Stock acquired pursuant to the
exercise of this option either within two years after the date of this Agreement
or within one year after the date this option (or part thereof) is exercised,
this special tax treatment will not apply.
If the option (or any part thereof) does not qualify for incentive stock option
treatment for any reason, then, to the extent of such nonqualification, the
option (or portion thereof) shall be treated as a nonqualified stock option
granted under the Plan, provided that the option (or portion thereof) otherwise
satisfies the terms and conditions of the Plan generally relating to
nonqualified stock options.
SECTION 2. EXERCISABILITY. Subject to Section 4 hereof and Section 2.7 of the
Plan, the option shall be exercisable as follows:
% of Shares Cumulative
Becoming % of Shares
On and After Exercisable Exercisable
- ------------ ----------- -----------
VEST 1 DATE 33.3% 33.3%
VEST 2 DATE 33.3% 66.6%
through VEST3 DATE 33.4% 100.0%
The option shall not be exercisable prior to the first anniversary of the date
of grant, and shall become cumulatively exercisable with respect to 33.3% of the
shares of Common Stock subject thereto, rounded down to the next lower full
share, on the first anniversary of the date of grant, and with respect to an
additional 33.3% of the shares of Common Stock subject thereto, rounded
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down to the next lower full share, on the second anniversary of the date of
grant, and shall become 100% exercisable on the third anniversary of the date of
grant, and shall remain 100% exercisable until the day prior to DATE4 and shall
terminate and cease to be exercisable on DATE4.
SECTION 3. METHOD OF OPTION EXERCISE; INVOLUNTARY OPTION CASH-OUT.
(a) The option or any part thereof may be exercised only by giving to the
Company written notice of exercise in the form attached hereto as EXHIBIT A. The
Optionee shall exercise any options through the Company sponsored exercise
program. The Optionee shall have no right to receive shares of Common Stock with
respect to an option exercise, prior to the option exercise date. For purposes
of this Agreement, the option exercise date shall be deemed to be the sixth
business day immediately following the date written notice of exercise is
received by the Company.
(b) At any time after the Company's receipt of written notice of exercise
and prior to the option exercise date, the Committee, in its sole discretion,
shall have the right, by written notice to the Optionee, to cancel the option or
any part thereof subject to the written notice of exercise if the Committee, in
its sole judgment, determines that legal or contractual restrictions and/or
blockage and/or other market considerations would make the Company's acquisition
of Common Stock from, and/or the Optionee's sale of Common Stock to, the public
markets illegal, impracticable or inadvisable if the Committee determines to so
cancel the option or any part thereof subject to the written notice of exercise,
the Company shall pay to the Optionee an amount equal to the excess (if any) of
(i) the aggregate fair market value of the shares of Common Stock subject to the
option or part thereof cancelled (determined as of the option exercise date)
over (ii) the aggregate option exercise price of the shares of Common Stock
subject to the option or part thereof cancelled. Such amount shall be delivered
to the Optionee as soon as practicable after such option or part thereof is
cancelled.
SECTION 4. TERMINATION OF EMPLOYMENT.
(a) GENERAL RULE. The non-vested portion of any option shall terminate and
expire upon the Optionee's termination of employment for any reason (including
death); the vested portion shall remain exercisable following termination of
employment only under the circumstances and to the extent provided in Section
2.7 of the Plan and this Section 4.
(b) IMPROPER ACTIVITY; QUIT. If the Optionee's employment is terminated for
cause or if the Optionee quits employment, whether or not the Optionee is a
party to a written employment contract, the option granted hereunder shall
terminate and expire on the day the Optionee's employment terminates. For
purposes of this Section 4 and Section 2.7 of the Plan, an Optionee's employment
shall be deemed to have been terminated for "cause" if he is discharged on
account of fraud or embezzlement or other unlawful or tortuous conduct, whether
or not involving or against the Company or any Affiliate, or for violation of a
policy of the Company or any Affiliate or for serious and willful acts of
misconduct detrimental to the business or reputation of the Company or any
Affiliate (whether or not such acts constitute "cause" pursuant to any written
employment contract with the Optionee) or if he is discharged for "cause" or any
like term as defined in any written employment contract with the Optionee.
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(c) REGULAR TERMINATION; LEAVES OF ABSENCE. If the Optionee's employment
terminates for reasons other than as provided in subsection (b) above or
subsection (d) below, the vested portion of the option granted hereunder may be
exercised until the earlier of (i) three months after the day his employment
terminates and (ii) the date on which the option otherwise terminates or expires
in accordance with the applicable provisions of the Plan and this Agreement
(disregarding this Section 4 and Section 2.7 of the Plan); PROVIDED that the
Committee may determine, in its sole discretion, such longer or shorter period
for exercise in the case of an individual whose employment terminates solely
because his employer ceases to be an Affiliate or he transfers his employment
with the Company's consent to a purchaser of a business disposed of by the
Company. The Committee may, in its discretion, determine (A) whether any leave
of absence (including short-term or long-term disability or medical leave)
constitutes a termination of employment within the meaning of the Plan and (B)
the impact, if any, of any such leave on awards under the Plan theretofore made
to an Optionee who takes any such leave.
(d) DEATH. In the event that the optionee's employment terminates by reason
of death, or if the Optionee's employment shall terminate as described in
subsection (c) above and he dies within the period for exercise provided for
therein, the vested portion of the option shall be exercisable by the person to
whom the option has passed under the Optionee's will (or if applicable, pursuant
to the laws of descent and distribution) until the earlier of (i) one year after
the Optionee's death and (ii) the date on which the option otherwise terminates
or expires in accordance with the applicable provisions of the Plan and this
Agreement (disregarding this Section 4 and Section 2.7 of the Plan).
(e) RIGHT OF DISCHARGE RESERVED. Nothing in the Plan or this Agreement shall
confer upon the Optionee or any other person the right to continue in the
employment of the Company or any Affiliate or affect any right which the Company
or any Affiliate may have to terminate the employment of the Optionee or any
other person.
SECTION 5. WITHHOLDING TAX REQUIREMENTS. If as a condition of delivery of shares
of Common Stock upon the Optionee's exercise of an option granted hereunder the
Committee determines that it is necessary or advisable to withhold an amount
sufficient to satisfy any federal, state and other governmental withholding tax
requirements related thereto, then the Optionee shall be required to satisfy all
withholding tax requirements related to such option in accordance with Section
3.4 of the Plan. By entering into this Agreement, the Optionee hereby agrees
that, if the Committee shall make such determination, then (a) the Optionee
shall remit the full amount necessary to satisfy such withholding tax
requirements within 15 days after his receipt of a statement for such amount
from the Committee (unless and to the extent that the Committee permits the
Optionee to use the method of payment described in Section 3.4(b) of the Plan),
and (b) the Company shall be entitled to withhold the amount of any such tax
requirements from any salary or other payments due to the Optionee, and to
refuse to recognize such option exercise until full satisfaction of such
withholding tax requirements. The Optionee further agrees and acknowledges that
all other taxes, duties and fees related to such option exercise are for the
Optionee's own account and must be paid directly by the Optionee.
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SECTION 6. PLAN PROVISIONS TO PREVAIL. This Agreement shall be subject to all of
the terms and provisions of the Plan, which are hereby incorporated herein by
reference and made a part hereof, including, without limitation, the provisions
of Section 3.2 (generally relating to consents required by securities and other
laws) and 3.11 (generally relating to the effects of certain reorganizations and
other extraordinary transactions) of the Plan. Any term defined in the Plan
shall have the same meaning in this Agreement as in the Plan. In the event there
is any inconsistency between the provisions of this Agreement and the Plan, the
provisions of the Plan shall govern.
SECTION 7. OPTIONEE'S ACKNOWLEDGEMENTS. By entering into this Agreement the
Optionee agrees and acknowledges that (a) he has received and read a copy of the
Plan, including, without limitation, Section 3.8(c) thereof (generally relating
to waivers of claims to continued exercise or vesting of awards, damages and
severance entitlements related to non-continuation of awards), and accepts this
option upon all of the terms thereof, and (b) no member of the Committee shall
be liable for any action or determination made in good faith with respect to the
Plan or this Agreement or any award thereunder or hereunder.
SECTION 8. NONTRANSFERABILITY. No right granted to the Optionee under the Plan
or this Agreement shall be assignable or transferable by the Optionee (whether
by operation of law or otherwise and whether voluntarily or involuntarily),
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, all rights granted to the Optionee under the Plan or
under this Agreement shall be exercisable only by the Optionee.
SECTION 9. EXECUTION OF AGREEMENT. Notwithstanding anything contained in this
Agreement to the contrary, the option may not be exercised until the Optionee
has returned an executed copy of this Agreement to the Company.
SECTION 10. NOTICES. Any notice to be given to the Company hereunder shall be in
writing and shall be addressed to the Corporate Secretary of Tractor Supply
Company at 320 Plus Park Boulevard, Nashville, Tennessee 37217, or at such other
address as the Company may hereafter designate to the Optionee by notice as
provided herein. Any notice to be given to the Optionee hereunder shall be
addressed to the Optionee at the address set forth below or at such other
address as the Optionee may hereafter designate to the Company by notice as
provided herein. Notices hereunder shall be deemed to have been duly given when
received by personal delivery or by registered or certified mail to the party
entitled to receive the same.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and the successors and assigns of the
Company and, to the extent set forth in Section 3.3 of the Plan and Section 8
hereof, the heirs and personal representatives of the Optionee.
SECTION 12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the conflicts of laws principles thereof.
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SECTION 13. MODIFICATION OF AGREEMENT. This Agreement may not be altered,
modified, changed or discharged other than by a written instrument signed by or
on behalf of both the Company and the Optionee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
TRACTOR SUPPLY COMPANY OPTIONEE:
By: _______________________ _________________________
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EXHIBIT A
---------
EXERCISE NOTICE
Corporate Secretary
Tractor Supply Company
200 Powell Place
Brentwood, TN 37027
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Stock Option Agreement (the "Agreement"), dated
___________, for, and to purchase thereunder, _________ shares of the common
stock of Tractor Supply Company (the "Common Stock"), as provided for therein.
The full amount of the option exercise price shall be paid on the option
exercise date, at the time this exercise notice is received by the Company
(unless the Committee exercises its right to cancel the option (or any part
thereof) subject hereto in accordance with Section 2.5(f) of the Tractor Supply
Company 2000 Stock Option Plan (the "Plan") and Section 3 of the Agreement).
Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Plan or the Agreement, as
applicable.
Payment of the option exercise price shall be made in full in the form of a
certified or official bank check or the equivalent thereof acceptable to the
Committee (or if so permitted by the Committee, (i) by personal check (subject
to collection), (ii) by delivery to the Company of an assignment of the proceeds
from the sale of Common Stock acquired upon exercise and an authorization to the
broker or selling agent to pay that amount to the Company or (iii) by delivery
of shares of Common Stock already owned by the undersigned for at least six
months prior to such delivery), or in such other manner as may be determined by
the Committee. The undersigned hereby agrees to provide, if so requested by the
Committee, a written opinion of counsel satisfactory to the Company to the
effect that such assignment of proceeds from such broker or selling agent, or
such delivery of shares of Common Stock already owned by the Optionee, if
permitted by the Committee, would not result in the Optionee incurring any
liability under Section 16(b) of the Securities Exchange Act of 1934 and does
not require any Consent (as defined in the Plan).
The undersigned hereby agrees and acknowledges that he has received and reviewed
a copy of the current prospectus relating to the issuance of shares under the
Plan and the most recent annual report to stockholders of the Company.
The undersigned hereby further agrees to be bound by the terms and provisions of
the Plan and the Agreement, including, without limitation, Section 5 of the
Agreement (generally relating to tax withholding requirements).
Please issue a certificate or certificates for such shares of Common Stock to me
at the address set forth in the Agreement, or in the name of
____________________________ at the address listed below:
Signature: __________________________ Date: _______________
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