Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 60 327K
2: EX-10.36 Material Contract 1 7K
3: EX-10.37 Material Contract 1 7K
4: EX-10.38 Material Contract 2 9K
5: EX-10.39 Material Contract 7 31K
6: EX-10.40 Material Contract 88 404K
7: EX-23.1 Consent of Experts or Counsel 1 7K
8: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) 2± 10K
9: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) 2± 11K
10: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
EX-10.38 — Material Contract
| EX-10.38 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.38
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SECOND AMENDMENT TO THE
TRACTOR SUPPLY COMPANY
2006 STOCK INCENTIVE PLAN
WHEREAS, Tractor Supply Company (the "Company") maintains the Tractor Supply
Company 2006 Stock Incentive Plan (the "Plan"); and
WHEREAS, pursuant to Section 14.1 of the Plan, the Board of Directors of the
Company (the "Board") may amend the Plan; and
WHEREAS, the Board desires to amend the Plan to revise the provisions in
Sections 4.2 and 14.3 of the Plan regarding adjustments in connection with a
recapitalization (or other similar event) to the shares granted thereunder.
NOW, THEREFORE, effective as of the date hereof, the Board hereby amends the
Plan as follows:
1. Section 4.2 of the Plan is amended to read as follows:
4.2 ADJUSTMENTS. In the event that any dividend or other
distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, issuance of warrants
or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects
the Shares, then the Committee shall in an equitable and
proportionate manner (and, with respect to Incentive Stock
Options, in such equitable and proportionate manner as is
consistent with Section 422 of the Code and the regulations
thereunder and with respect to Awards to Covered Officers, in
such equitable and proportionate manner as is consistent with
Section 162(m) of the Code): (i) adjust any or all of (1) the
aggregate number of Shares or other securities of the Company or
its successor (or number and kind of other securities or
property) with respect to which Awards may be granted under the
Plan; (2) the number of Shares or other securities of the
Company or its successor (or number and kind of other securities
or property) subject to outstanding Awards under the Plan,
provided that the number of Shares subject to any Award shall
always be a whole number; (3) the grant or exercise price with
respect to any Award under the Plan; and (4) the limits on the
number of Shares that may be granted to Participants under the
Plan in any calendar year; (ii) subject to Section 13, provide
for an equivalent award in respect of securities of the
surviving entity of any merger, consolidation or other
transaction or event having a similar effect; or (iii) make
provision for a cash payment to the holder of an outstanding
Award.
2. Section 14.3 of the Plan is amended to read as follows:
14.3 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL
OR NONRECURRING EVENTS. The Committee is hereby authorized to
make equitable and proportionate adjustments in the terms and
conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including,
without limitation, the events described in SECTION 4.2 hereof)
affecting the Company, any Subsidiary or Affiliate, or the
financial statements of the Company or any Subsidiary or
Affiliate, or of changes in applicable laws, regulations or
accounting principals in accordance with the Plan.
IN WITNESS WHEREOF, the Board has caused this Amendment to the Tractor Supply
Company 2006 Stock Incentive Plan to be executed by its duly authorized
representative on this 8th day of February, 2007.
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