Tractor Supply Co /De/ Sample Contracts

LOAN AGREEMENT
Loan Agreement • November 14th, 2000 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee
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AND SUNTRUST BANK, NASHVILLE, N.A. AGENT AND SUNTRUST EQUITABLE SECURITIES CORPORATION ARRANGER
Revolving Credit Agreement • March 24th, 2000 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
INCENTIVE STOCK OPTION AGREEMENT UNDER THE TRACTOR SUPPLY COMPANY 2006 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • February 28th, 2007 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York
RECITALS:
Agency Agreement • May 13th, 2002 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
among TRACTOR SUPPLY COMPANY, as Borrower, AND
Credit Agreement • February 28th, 2007 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York
1 EXHIBIT 10.54 AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 3, 2000
Loan Agreement • March 23rd, 2001 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee
WITNESSETH:
Deferred Compensation Agreement • March 18th, 1998 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee
Tractor Supply Company $650,000,000 1.750% Senior Notes Due 2030 Underwriting Agreement
Underwriting Agreement • October 28th, 2020 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York

Tractor Supply Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $650,000,000 principal amount of the 1.750% senior notes due 2030 (the “Securities”).

1 EXHIBIT 10.2 REVOLVING CREDIT NOTE
Revolving Credit Note • May 1st, 1998 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
AGREEMENT BETWEEN
Collective Bargaining Agreement • March 24th, 2000 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
REVOLVING NOTE
Revolving Note • November 12th, 2002 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York

This Note is one of the Revolving Notes referred to in the Credit Agreement and evidences Revolving Loans made by the Lender thereunder. All capitalized terms used in this Revolving Note and not otherwise defined shall have the meanings provided in the Credit Agreement and the terms and conditions of the Credit Agreement are expressly incorporated herein and made a part hereof.

WITNESSETH:
Split-Dollar Agreement • March 17th, 1999 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
September 30, 2004
Credit Agreement • November 4th, 2004 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply
OFFICE BUILDING LEASE by and between
Office Building Lease • March 8th, 2004 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee
Tractor Supply Company $750,000,000 5.250% Senior Notes Due 2033 Underwriting Agreement
Underwriting Agreement • May 5th, 2023 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

Tractor Supply Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $750,000,000 principal amount of the 5.250% senior notes due 2033 (the “Securities”).

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January 28, 2004
Credit Agreement • March 8th, 2004 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York
CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 6th, 2019 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

THIS CHANGE IN CONTROL AGREEMENT, executed this 4th day of December, 2019, to be effective as of January 13, 2020 (the “Effective Date”), is made by and between Tractor Supply Company, a Delaware corporation (the “Company”), and Harry A. Lawton III (the “Executive”).

Tractor Supply Company Performance Share Unit Agreement
Performance Share Unit Agreement • February 23rd, 2023 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of ________ (the “Grant Date”), between Tractor Supply Company, a Delaware corporation (together with its Subsidiaries and Affiliates, as applicable, the “Company”), and ________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s 2018 Omnibus Incentive Plan (the “Plan”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 14th, 2018 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Delaware

INDEMNIFICATION AGREEMENT, dated as of [____________], by and among Tractor Supply Company, a Delaware corporation (the “Company”), and the director and/or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 17th, 2023 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated this 9th day of February, 2023 and effective as of March 1, 2023 (the “Effective Date”), is made by and between Tractor Supply Company, a Delaware corporation (the “Company”), and Harry A. Lawton III (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 4th, 2009 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

THIS CHANGE IN CONTROL AGREEMENT, dated as of , 20_____, is made by and between Tractor Supply Company, a Delaware corporation (the “Company”), and James F. Wright (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2019 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of December 4th, 2019 by and between Tractor Supply Company, a Delaware corporation (the “Company”), and Harry A. Lawton III (the “Executive”) to be effective as of January 13, 2020 (the “Effective Date”).

Tractor Supply Company Performance Share Unit Agreement
Performance Share Unit Agreement • February 18th, 2021 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of _________, 20__ (the “Grant Date”), between Tractor Supply Company, a Delaware corporation (together with its Subsidiaries and Affiliates, as applicable, the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s 2018 Omnibus Incentive Plan (the “Plan”).

RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • February 18th, 2021 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

THIS RESTRICTED SHARE UNIT AGREEMENT, is made by and between Tractor Supply Company, a Delaware corporation hereinafter referred to as “Company,” and the above-referenced Participant (“Grantee”):

NON-QUALIFIED STOCK OPTION AGREEMENT
Stock Option Agreement • February 18th, 2021 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • Tennessee

This STOCK OPTION AGREEMENT is between TRACTOR SUPPLY COMPANY, a Delaware corporation (the "Company"), and the above-referenced Participant (the "Optionee").

THIRD AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Note Purchase and Private Shelf Agreement • October 5th, 2022 • Tractor Supply Co /De/ • Retail-building materials, hardware, garden supply • New York

This Third Amendment to Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of September 30, 2022, by and among Tractor Supply Company, a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).

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