NONQUALIFIED STOCK OPTION AGREEMENT under the TRACTOR SUPPLY COMPANY 2009 STOCK INCENTIVE PLAN

Exhibit 10.46

NONQUALIFIED 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 “nonqualified” stock option to purchase «NQ1_DISO_Shares» shares of the Common Stock of the Company, at a purchase price of «Grant_Price» per share (the “Exercise Price”).

SECTION 2. Exercisability . Subject to Section 4 hereof, the option shall be exercisable as follows:

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. Full payment of the purchase price shall be made on the option exercise date by cash, certified or official bank check or, in the Committee’s discretion, (i) by personal check (subject to collection) payable to the Company, (ii) by the assignment of proceeds from the sale of Common Stock in the manner provided in Section 6.4(d) of the Plan or (iii) by delivery of shares of Common Stock already owned by the Optionee prior to the option exercise date. The Optionee shall have no right to pay the Exercise Price, or 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 or Service .

(a)  General Rule . The non-vested portion of any option shall terminate and expire upon the Optionee’s termination of employment or service 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 of any option shall remain exercisable following termination of employment or service 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 or service is terminated for Cause or if the Optionee quits, whether or not he is a party to a written contract, the option granted hereunder shall immediately terminate and become void and of no effect on the day the Optionee’s employment or service terminates.

(c)  Regular Termination; Leaves of Absence . If the Optionee’s employment or service 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 his employment or service 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 or service terminates for reasons as provided herein in this subsection (c), or solely because his employer ceases to be an Affiliate or he transfers his employment or service 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 or service 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 or service terminates by reason of death, or if the Optionee’s employment or service 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 cancelled in exchange for a payment per share in an amount based on Fair Market Value of the shares of Common Stock with reference to the Change in Control less the Exercise Price, which amount may be zero (0) if applicable. For purposes of clarity, if the Fair Market Value is less than the Exercise Price at the time of such cancellation, the Grantee shall receive $0, and no consideration shall be given to the time value of the options granted hereunder.

(g)  Right of Discharge Reserved . Nothing in the Plan or this Agreement shall