Restricted Stock Unit
Award Agreement
Tractor Supply Company
Restricted Stock Unit Award Agreement
THIS AGREEMENT,
effective «Grant_Date», represents the grant of
Restricted Stock Units (“RSUs”) by Tractor Supply
Company (the “Company”), to
«Participant_Name», Director, pursuant to the
provisions of the 2006 Stock Incentive Plan (the
“Plan”).
The Plan
provides a complete description of the terms and conditions
governing the RSUs. If there is any inconsistency between the terms
of this Agreement and the terms of the Plan, the Plan’s terms
shall completely supersede and replace the conflicting terms of
this Agreement. All capitalized terms shall have the meanings
ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows:
Overview of
the Director’s Award
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1.
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Date of Grant
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«Grant_Date»
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2.
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Grant of Restricted Stock
Units . The
Company hereby grants the Director «Shares_Granted»
RSUs pursuant to the terms and conditions contained
herein.
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3.
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Vesting Period
. One hundred percent
(100%) of the RSUs will vest over the subject Term as director
(“Term” defined herein as the annual Board of
Director’s term of director service, i.e. May 7,
2009-May 2010) provided the Director has continued in the
service of the Company through such date.
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4.
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Termination of Service
. Subject to the
requirements set forth in Paragraph 8, and unless otherwise
determined by the Committee at the time of the Director’s
termination of service, all unvested RSUs held by the Director upon
termination of service shall be forfeited to the
Company.
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5.
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Payment o
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