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EXHIBIT 10.49
AGREEMENT
THIS AGREEMENT made and entered into on this 31st day of August, 1999, by and
between Tractor Supply Company (hereinafter referred to as "TSC") and Xxxxxx X.
Xxxxx (hereinafter referred to as "Consultant").
W I T N E S S E T H
1. CONSULTANT SERVICES. Consultant and TSC hereby agree that Consultant will
provide services on request for TSC as an independent contractor for the
period of time from January 1, 2000 through December 31, 2000. Consultant
warrants he exercises sole and exclusive control over the manner and means
he will use in providing consultant services to TSC. Commencing on the date
of this Agreement, Consultant warrants that he is an independent
contractor, solely responsible for (1) selecting and controlling the means
and facilities used to perform consultant services to TSC and (2)
satisfying all federal, state and local tax and other obligations related
to his earnings.
2. INDEMNIFICATION. Consultant agrees to indemnify TSC from any and all
liabilities, including, but not limited to, attorney's fees, incident to
any claim, loss, damage, or injury to the person or property of Consultant
injured through Consultant's acts or omissions.
3. AUTHORIZATION. Consultant agrees that he is not authorized to enter into
any contracts on behalf of, or in the name of, TSC without the prior
express written consent of TSC. Consultant acknowledges that when he is
performing services for TSC, he is to present himself as a consultant to,
rather than as a representative of, TSC. During the term of the Agreement,
Consultant will at all times represent to third parties and the public that
he is a consultant to, and not an employee of, TSC.
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4. COMPENSATION. TSC shall pay Consultant, and Consultant shall accept from
TSC, a fee of Sixteen Thousand six hundred sixty-six & 00/100 Dollars
($16,666.00) per month (not to exceed 20 hours per month) or as otherwise
agreed by the parties, for services rendered by Consultant, which services
have been assigned by TSC. Consultant agrees that he shall provide any
documentation and/or reports regarding his services as TSC may require.
5. MISCELLANEOUS EXPENSES. Consultant agrees he must submit any miscellaneous
expenses for reimbursement. Consultant agrees to follow TSC policies when
incurring expenses.
6. SEVERABILITY/BLUE PENCILING. Each provision of this Agreement shall be
considered severable from the rest. If a court of competent jurisdiction
should declare any provision of this Agreement unenforceable for any
reason, then the parties hereby acknowledge and agree that such court shall
have the express authority to reform the covenant to provide for reasonable
restrictions and/or to grant TSC such other relief at law or in equity as
reasonable or necessary to protect the interests of TSC.
7. ENTIRE AGREEMENT. TSC and Consultant agree that this Agreement contains the
complete agreement concerning the parties' relationship, written or oral,
between them. Both parties acknowledge having read and fully understand
this Agreement, and have voluntarily entered into this Agreement.
8. MODIFICATION. This Agreement shall not be modified or amended except by a
writing duly executed by both parties. No waiver of any provision of this
Agreement shall be effective unless the waiver is in writing and duly
executed by both parties.
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9. CHOICE OF LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Tennessee, and any dispute regarding this
Agreement shall be resolved in the federal or state courts located in
Davidson County, Tennessee.
IN WITNESS WHEREOF, the parties have caused this Agreement of be executed
and delivered this 31st day of August, 1999.
TRACTOR SUPPLY COMPANY
By: /s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
Chairman &
Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
