Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K 10-K Tractor Supply Company HTML 1.21M
2: EX-4.6 EX-4.6 Description of Registrant's Securities HTML 44K
3: EX-10.59 EX-10.59 Form of Performance Share Unit Agreement HTML 44K
for Petsense
4: EX-10.60 EX-10.60 Form of Restricted Share Unit Agreement HTML 44K
for Petsense
5: EX-10.61 EX-10.61 Form of Nonqualified Stock Option HTML 42K Agreement for Petsense
6: EX-21 EX-21 Subsidiaries List HTML 21K
7: EX-23 EX-23 Consent HTML 21K
8: EX-31.1 EX-31.1 Section 302 CEO Certification HTML 24K
9: EX-31.2 EX-31.2 Section 302 CFO Certification HTML 24K
10: EX-32 EX-32 Section 906 Certification HTML 21K
17: R1 Cover HTML 81K
18: R2 New Accounting Pronouncements HTML 26K
19: R3 Consolidated Statements of Income HTML 85K
20: R4 Consolidated Statements of Comprehensive Income HTML 38K
21: R5 Consolidated Balance Sheets HTML 110K
22: R6 Consolidated Balance Sheets (Parenthetical) HTML 37K
23: R7 Consolidated Statements of Stockholders' Equity HTML 72K
24: R8 Consolidated Statements of Cash Flows HTML 121K
25: R9 Treasury Stock HTML 30K
26: R10 Capital Stock and Dividends (Details) HTML 22K
27: R11 Treasury Stock (Details) HTML 21K
28: R12 Significant Accounting Policies HTML 93K
29: R13 Share Based Compensation HTML 101K
30: R14 Goodwill and Other Intangible Assets HTML 43K
31: R15 Debt HTML 135K
32: R16 Interest Rate Swaps HTML 56K
33: R17 Leases HTML 67K
34: R18 Capital Stock and Dividends HTML 38K
35: R19 Net Income Per Share HTML 46K
36: R20 Income Taxes HTML 91K
37: R21 Retirement Benefit Plans HTML 26K
38: R22 Commitments and Contingencies HTML 26K
39: R23 Segment Reporting HTML 36K
40: R24 Subsequent Events HTML 22K
41: R25 Significant Accounting Policies (Policies) HTML 182K
42: R26 Significant Accounting Policies (Tables) HTML 34K
43: R27 Share Based Compensation (Tables) HTML 91K
44: R28 Debt (Tables) HTML 37K
45: R29 Interest Rate Swaps (Tables) HTML 57K
46: R30 Leases, Supplemental Lease Liability HTML 72K
47: R31 Capital Stock and Dividends (Tables) HTML 32K
48: R32 Net Income Per Share (Tables) HTML 46K
49: R33 Income Taxes (Tables) HTML 94K
50: R34 Segment Reporting (Tables) HTML 32K
51: R35 Significant Accounting Policies (Details) HTML 121K
52: R36 Share Based Compensation (Details) HTML 165K
53: R37 Goodwill and Other Intangible Assets (Details) HTML 37K
54: R38 Senior Notes (Details) HTML 70K
55: R39 Senior Credit Facility - Credit Agreement HTML 133K
(Details)
56: R40 Interest Rate Swaps (Details) HTML 85K
57: R41 Interest Rate Swaps Estimated Amount to be HTML 27K
Reclassified into Earnings Next 12 Months
(Details)
58: R42 Interest Rate Swaps Schedule of Changes in AOCL HTML 36K
Net of Tax (Details)
59: R43 Interest Rate Swaps Tax Impact of Derivative HTML 22K
Liability on Accumulated Other Comprehensive
Income (Loss) (Details)
60: R44 Interest Rate Swaps Ending Fiscal Period AOCL HTML 24K
Balance (Details)
61: R45 Leases, Term and Discount HTML 29K
62: R46 Leases, Cost HTML 31K
63: R47 Leases, Maturities Table HTML 86K
64: R48 Leases (Details) HTML 30K
65: R49 Capital Stock (Details) HTML 23K
66: R50 Net Income Per Share (Details) HTML 56K
67: R51 Income Taxes (Details) HTML 133K
68: R52 Retirement Benefit Plans (Details) HTML 33K
69: R53 Retirement Benefit Plans Deferred Compensation HTML 23K
(Details)
70: R54 Commitments and Contingencies (Details) HTML 23K
71: R55 Segment Reporting (Details) HTML 35K
73: XML IDEA XML File -- Filing Summary XML 123K
16: XML XBRL Instance -- tsco-20201226_htm XML 1.86M
72: EXCEL IDEA Workbook of Financial Reports XLSX 108K
12: EX-101.CAL XBRL Calculations -- tsco-20201226_cal XML 155K
13: EX-101.DEF XBRL Definitions -- tsco-20201226_def XML 659K
14: EX-101.LAB XBRL Labels -- tsco-20201226_lab XML 2.03M
15: EX-101.PRE XBRL Presentations -- tsco-20201226_pre XML 1.10M
11: EX-101.SCH XBRL Schema -- tsco-20201226 XSD 199K
74: JSON XBRL Instance as JSON Data -- MetaLinks 407± 590K
75: ZIP XBRL Zipped Folder -- 0000916365-21-000052-xbrl Zip 624K
‘EX-10.61’ — EX-10.61 Form of Nonqualified Stock Option Agreement for Petsense
This STOCK OPTION AGREEMENT is between TRACTOR SUPPLY COMPANY, a Delaware corporation (the "Company"), and the above-referenced Participant (the "Optionee").
The Company`s Compensation Committee (the “Committee”) has determined that the objectives of the Company`s 2018 Omnibus 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 shares of the Common Stock of the Company as set forth above.
Section 2. Exercisability. Subject to Section 4 hereof, the option shall vest and become exercisable
as follows:
33-1/3% on the first anniversary of the Grant Date
33-1/3% on the second anniversary of the Grant Date
33-1/3% on the third anniversary of the Grant Date
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 or by contacting an authorized agent of Fidelity. 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 or the withholding of shares of Common Stock, in each case 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 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.
(c) If all or any portion of this option is exercisable on the expiration date and has a per share exercise price that is less than the Fair Market Value of a share of Common Stock on the expiration date, any remaining options shall be deemed to be automatically exercised on such day by means of a “net exercise”, and the Optionee shall be entitled to receive the intrinsic value of the option on such date in shares of Common Stock,
less the number of shares of Common Stock required for the required tax withholding.
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. If the Optionee`s employment or service is terminated for Cause, 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.
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(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; Petsense Divestiture. Notwithstanding anything to the contrary contained herein,
unless otherwise provided in another contractual agreement between the Company and Optionee, (Y) 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, or (Z) if upon consummation of a Petsense Divestiture (as defined below) where the Optionee is employed by Petsense, LLC (“Petsense”) and the Optionee’s employment with Petsense is terminated at such time by reason of involuntary termination by Petsense (or its successor) for any reason other than for Cause, and Optionee is
not offered comparable employment with the Company, Petsense or its successor or affiliates following the Petsense Divestiture (as determined in the reasonable discretion of the Board), all Options granted hereunder shall vest in full as of the date of such termination and remain exercisable 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. Notwithstanding the foregoing, in connection with a Change in Control or Petsense Divestiture, the Committee may, in its discretion, by resolution adopted prior to the occurrence of the Change in Control or Petsense Divestiture, provide that this Option shall, upon the occurrence of such Change in Control or Petsense Divestiture, 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 in the case of a Change in Control 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 Optionee shall receive $0, and no consideration shall be given to the time value of the options granted hereunder.
(g) As used herein, “Petsense Divestiture” means, as determined by the Board, (i) the sale of all of the equity interests in Petsense, or (ii) a sale or other disposition of all or substantially all of the assets of Petsense, in each case to an unaffiliated third party.
(h) Right of Discharge Reserved. Nothing in the Plan or this Agreement shall confer upon the Optionee
or any other person the right to continue in the employment or service of the Company or any Affiliate or affect any right which the Company or any Affiliate may have to terminate the employment or service of the Optionee or any other person.
Section 5. Withholding Tax Requirements. If as a condition of delivery of shares of Common Stock upon the Optionee`s exercise of an option granted hereunder the Committee determines that it is necessary or advisable to withhold an amount sufficient to satisfy any federal, state and other governmental withholding tax requirements related thereto, then the Optionee shall be required to satisfy all withholding tax requirements related to such option in
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accordance
with Sections 6.4 and 15.6 of the Plan. By entering into this Agreement, the Optionee hereby agrees that, if the Committee shall make such determination, then (a) the Optionee shall remit the full amount necessary to satisfy such withholding tax requirements within 15 days after his receipt of a statement for such amount from the Committee (unless and to the extent that the Committee permits the Optionee to use the method of payment described in Sections 6.4(d) and 15.6 of the Plan), and (b) the Company shall be entitled to withhold the amount of any such tax requirements from any salary or other payments due to the Optionee, and to refuse to recognize such option exercise until full satisfaction of such withholding tax requirements. The Optionee further agrees and acknowledges that all other taxes, duties and fees related to such option exercise are for the Optionee`s own account
and must be paid directly by the Optionee.
Section 6. Plan Provisions. This Agreement shall be subject to all of the terms and provisions of the Plan, which are hereby incorporated herein by reference and made a part hereof. Any term defined in the Plan shall have the same meaning in this Agreement as in the Plan, except as otherwise defined herein. In the event of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
Section 7. Optionee`s Acknowledgements. By entering into this Agreement the Optionee agrees and acknowledges that (a) he has read a copy of the Plan, and accepts this option upon all of the terms thereof, and (b) no member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or this Agreement or any award thereunder or hereunder.
Section 8. Nontransferability. No right granted to the Optionee under the Plan or this Agreement shall be assignable or transferable by the Optionee (whether by operation of law or otherwise and whether voluntarily or involuntarily), other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, all rights granted to the Optionee under the Plan or under this Agreement shall be exercisable only by the Optionee.
Section 9. Electronic Delivery and Electronic Signature. Notwithstanding anything contained in this Agreement to the contrary, the option may not be exercised until the Optionee has accepted this Agreement. Optionee
hereby consents and agrees to electronic delivery of any Plan documents, proxy materials, annual reports, and other related documents. If the Company establishes procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), Optionee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. Optionee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.
Section 10. Notices. Any
notice to be given to the Company hereunder shall be in writing and shall be addressed to the Corporate Controller of Tractor Supply Company at 5401 Virginia Way, Brentwood, Tennessee37027, or at such other address as the Company may hereafter designate to the Optionee by notice as provided herein. Any notice to be given to the Optionee hereunder shall be addressed to the Optionee at the address set forth below or at such other
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address
as the Optionee may hereafter designate to the Company by notice as provided herein. Notices hereunder shall be deemed to have been duly given when received by personal delivery or by registered or certified mail to the party entitled to receive the same.
Section 11. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and, to the extent set forth in Section 15.1 of the Plan and Section 8 hereof, the heirs and personal representatives of the Optionee.
Section 12. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Tennessee, without giving effect to the conflicts of laws principles thereof.
Section 13. Amendments to Option. Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Optionee or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Optionee, holder or beneficiary affected.
Section 14. Definitions. As used in this Agreement the following terms shall have
the meaning set forth below:
(a) “Cause” for termination by the Company of the Optionee`s employment shall mean (i) Optionee’s failure or refusal to carry out the lawful directions of the Company, which are reasonably consistent with the responsibilities of the Optionee’s position; (ii) a material act of dishonesty or disloyalty by Optionee related to the business of the Company; (iii) Optionee’s conviction of a felony, a lesser crime against the Company, or any crime involving dishonest conduct; (iv) Optionee’s habitual or repeated misuse or habitual or repeated performance of the
Optionee’s duties under the influence of alcohol or controlled substances; or (v) any incident materially compromising the Optionee’s reputation or ability to represent the Company with the public or any act or omission by the Optionee that substantially impairs the Company’s business, good will or reputation.
(b) “Change in Control” shall have the meaning provided in the Plan.
(c) “Early Retirement” shall mean retirement with the express consent of the Company at or before the time of such retirement, from active employment with the
Company and any Subsidiary or Affiliate prior to having reached the age of 55 and ten years of service with the Company, in accordance with any applicable early retirement policy of the Company then in effect or as may be approved by the Committee.
(d) “Good Reason” means (i) a material reduction in a Optionee’s position, authority, duties or responsibilities, (ii) any reduction in a Optionee’s annual base salary as in effect immediately prior to a Change in Control; (iii) the relocation of the office at which the Optionee is to perform the majority of his or her duties following a Change in Control to a location more than 30 miles from the location at which the Optionee performed such duties prior to the Change in Control; or (iv) the failure
by the Company or its successor to continue to
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provide the Optionee with benefits substantially similar in aggregate value to those enjoyed by the Optionee under any of the Company’s pension, life insurance, medical, health and accident or disability plans in which Optionee was participating immediately prior to a Change in Control, unless the Optionee is offered participation in other comparable benefit plans generally available to similarly situated employees of the Company or its successor after the Change in Control.
(e) “Retirement”
shall mean, retirement of Optionee from active employment with the Company or any of its Subsidiaries or Affiliates on or after such Optionee having reached the age of 55 and ten years of service with the Company.
Section 15. Severability. If any provision of this Agreement is or becomes, or is deemed to be, invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the option award, or would disqualify the Plan or the option award under any laws deemed applicable by the Committee, such provisions shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the option award, such provision shall be stricken as to such jurisdiction, Person or option award, and the remainder of the Plan and option award shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
TRACTOR SUPPLY COMPANY
Chief Executive Officer
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Dates Referenced Herein and Documents Incorporated by Reference
