INCENTIVE STOCK OPTION
AGREEMENT
under the
TRACTOR SUPPLY COMPANY
2009 STOCK INCENTIVE PLAN
STOCK OPTION
AGREEMENT, dated as of «Grant_Date» between TRACTOR
SUPPLY COMPANY, a Delaware corporation (the “Company”),
and «First_Name» «Middle»
«Last_Name» (the “Optionee”).
The
Company’s Compensation Committee (the
“Committee”) has determined that the objectives of the
Company’s 2009 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 «ISO_Number_of_Shares»
shares of the Common Stock of the Company, at a purchase price of
«Grant_Price» per share (the “Exercise
Price”), 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, the
option shall be exercisable as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Cumulative
|
|
|
|
|
Becoming
|
|
|
Shares
|
|
|
On and
After
|
|
Exercisable
|
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
|
|
«Vest_3313Grant_Date_Plus_1_year»
|
|
«ISO_2010_Vest»
|
|
«ISO_2010_Cum»
|
«Vest_6623Grant_Date_Plus_2_years»
|
|
«ISO_2011_Vest»
|
|
«ISO_2011_Cum»
|
«Vest
_100Grant_Date_Plus_3_years»
|
|
«ISO_2012_Vest»
|
|
«ISO_2012_Cum»
|
|
|
|
|
|
|
|
|
|
|
Through
«ExpirationGrant_Date_plus_10_years»
|
|
|
«ISO_DISO_Shares»
|
SECTION 3.
Method of Option Exercise; Involuntary Option Cash-Out
.
(a) The
option or any part thereof may be exercised, with respect to whole
shares 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.
(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 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 except that upon termination of
Optionee’s employment or service as a result of
(1) death or (2) disability (as defined below), any
unvested portion of the option granted hereunder shall vest in full
as of the date of such termination. The vested portion shall remain
exercisable following termination of employment only under the
circumstances and to the extent provided in this
Section 4.
(b)
Termination for Cause; Optionee Quits Employment . 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 immediately terminate and become void and of no effect on the
day the Optionee’s employment terminates.
(c)
Regular Termination; Leaves of Absence . If the
Optionee’s employment terminates for reasons other than as
provided in subsection (b) above or subsections (d) or
(e) below, the vested portion of the option granted hereunder
may be exercised until the earlier of (i) three months after
the day the Optionee’s 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; provided that the Committee may
determine, in its sole discretion, such longer or shorter period
for exercise (not to exceed the remaining term of the option) in
the case of an individual whose employment terminates for reasons
as provided herein in subsection (c), or 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. Subject to Section 4(e) below, 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.
2
Any extension
of the exercise period beyond 90 days from the date of such
termination will automatically disqualify the option from the
special tax treatment accorded incentive stock options.
(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.
(e)
Disability . In the event that Optionee’s employment
or service terminates by reason of Disability (as defined below),
the vested portion of the option granted hereunder shall be
exercisable by Optionee until the earlier of (i) three years
following the date of such termination of employment or service,
and (ii) the date on which the option granted hereunder
otherwise terminates or expires in accordance with the applicable
provisions of the Plan and this Agreement. For purposes of this
Agreement, “Disability” means a disability that would
qualify as a total and permanent disability under the
Company’s then current long-term disability plan.
(f)
Change in Control . Notwithstanding anything to the contrary
contained herein, unless otherwise provided in another contractual
agreement between the Company and Optionee, if within one year
following a Change in Control, the Optionee’s employment with
the Company (or its successor) is terminated by reason of
(i) Retirement or Early Retirement, (ii) for Good Reason
by the Optionee or (iii) involuntary termination by the
Company for any reason other than for Cause, all Options granted
hereunder shall vest in full as of the date of such termination.
Notwithstanding the foregoing, in connection with a Change in
Control, the Committee may, in its discretion, by resolution
adopted prior to the occurrence of the Change in Control, provide
that this Option shall, upon the occurrence of such Change in
Control, be cancell
|
