Exhibit 10.49






Exhibit 10.49




RESTRICTED SHARE UNIT AGREEMENT

under the

TRACTOR SUPPLY COMPANY

 2006 STOCK INCENTIVE PLAN




THIS RESTRICTED SHARE UNIT AGREEMENT, dated «Grant_Date», is made by and between Tractor Supply
Company, a Delaware corporation hereinafter referred to as “Company,” and «Participant_Name», an
Employee of the Company or a Subsidiary, hereinafter referred to as “Grantee”:



WHEREAS, the Company wishes to afford the Grantee the opportunity to acquire shares of Common Stock
or their economic equivalent; and



WHEREAS, the Company wishes to carry out the Company’s 2006 Stock Incentive Plan (the “Plan”) (the
terms of which are hereby incorporated by reference and made a part of this Restricted Share Unit
Agreement); and



WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”), appointed to
administer the Plan, has determined that it would be to the advantage and best interest of the
Company and its shareholders to grant Restricted Share Units, as defined in Section 2(ee) of the
Plan, provided for herein to the Grantee as an inducement to enter into or remain in the service of
the Company or its Subsidiaries and as an incentive for increased efforts during such service, and
has advised the Company thereof and instructed the undersigned officer to issue said Restricted
Share Units;



NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree
as follows:



SECTION 1. Grant of Restricted Share Units




1.1. Grant of Restricted Share Units. In consideration of the Grantee’s agreement to provide
services to the Company or its Subsidiaries, and for other good and valuable consideration, on the
date listed hereof the Company irrevocably grants to the Grantee «Shares_Granted» Restricted Share
Units, subject to the conditions described in Section 2 as well as the other provisions of this
Restricted Share Unit Agreement and the terms of the Plan.



1.2. Adjustments in Restricted Share Units. The Committee shall make adjustments with respect
to this Restricted Share Units grant in accordance with the provisions of Section 4.2 of the Plan.



SECTION 2. Vesting




2.1 Vesting of Restricted Share Units. Subject to Sections 2.2 and 2.3, 100% of the Restricted
Share Units awarded under this Restricted Share Unit Agreement shall vest upon the third
anniversary of the date of this Restricted Share Unit Agreement; however, provided the
Committee may determine, in its sole discretion, that certain Restricted Share Units may vest
earlier than upon the third anniversary of the date of this Restricted Share Unit Agreement.


 


 









 





2.2 Acceleration of Vesting.




	 	(a)	 	In the event of a termination of employment resulting from a Grantee’s death or
Disability (as defined below), any unvested Restricted Share Units granted hereunder shall
vest in full as of the date of such termination. For purposes of this Restricted Share
Unit Agreement, “Disability” means a disability that would qualify as a total and
permanent disability under the Company’s then current long-term disability plan.







	 	(b)	 	Notwithstanding Section 2.1, in the event of a Change in Control, the Restricted
Share Units shall vest according to Section 13 of the Plan.






2.3. Risk of Forfeiture. Subject to Section 2.1 and 2.2, upon a termination of employment with
the Company, Grantee shall forfeit any non-vested Restricted Share Units.



2.4. Conditions to Issuance of Stock Certificates. Any shares of Company Stock deliverable
upon the settlement of Restricted Share Units may be either previously authorized but unissued
shares of Common Stock or issued shares of Common Stock which have then been reacquired by the
Company. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not
be required to issue or deliver any certificate or certificates for shares of Common Stock upon the
settlement of Restricted Share Units or portion thereof prior to fulfillment of all of the
following conditions:




	 	(a)	 	The admission of such shares to listing on all stock exchanges on which such class of
stock is then listed; and

	 
	 	(b)	 	The completion of any registration or other qualification of such shares under any
state or federal law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the Committee shall, in its
sole discretion, deem necessary or advisable; and

	 
	 	(c)	 	The obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee shall, in its sole discretion, determine to be
necessary or advisable; and

	 
	 	(d)	 	The receipt by the Company of full payment of all amounts which, under federal, state
or local tax law, the Company (or Subsidiary) is required to withhold upon the settlement
of the Restricted Share Units.






SECTION 3. Payment of Restricted Share Units and Election To Defer




3.1. Timing of Payment of Restricted Share Units. Subject to the Grantee’s election under
Section 3.3, Restricted Share Units shall be paid in accordance with the following:




	 	(a)	 	To the extent Restricted Share Units vest under Section 2.1, such Restricted Share
Units shall be paid upon vesting.







	 	(b)	 	To the extent Restricted Share Units vest under Section 2.2, such Restricted Share
Units shall be paid upon termination of employment.






«Participant_Name»




 


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3.2. Form of Payment. Vested Restricted Share Units shall be paid in shares of Company Stock.



3.3. Election to Defer Payment.




	 	(a)	 	Subject to Section 3.3(b), the Grantee may irrevocably elect to defer payment of
Restricted Share Units under Section 3.1 to either: (i) the date of the Grantee’s
termination of employment; or (ii) a date specified by the Grantee.







	 	(b)	 	The Grantee’s election under paragraph (a) above shall be made in such manner and at
such time as required by the Company and shall apply to all Restricted Share Units granted
hereunder. If the Grantee elects to defer payment of Restricted Share Units to termination
of employment and at that time the Grantee is a key employee (as defined in Section 416(i)
of the Internal Revenue Code without regard to paragraph (5) thereof) and any of the
Company’s stock is publicly traded on an established securities market or otherwise, then
the payment of vested Restricted Share Units shall not be paid until the sixth month
anniversary of Employee’s termination of employment (without interest for the delay in
payment).







	 	(c)	 	If the Grantee elects to defer payment to a specific date under paragraph (a) above
and the Grantee should die prior to such specified date, then payment of the Grantee’s
vested Restricted Share Units shall be paid upon his death to the Grantee’s designated
beneficiary and if the Grantee has not designated a beneficiary then to the Grantee’s
estate.






SECTION 4. Other Provisions




4.1. Administration. The Committee shall have the power to interpret the Plan and this
Restricted Share Unit Agreement and to adopt such rules for the administration, interpretation, and
application of the Plan as are consistent therewith and to interpret, amend, or revoke any such
rules. All actions taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon the Grantee, the Company, and all other interested persons.
No member of the Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or the Restricted Share Units. In its
sole discretion, the Board may at any time and from time to time exercise any and all rights and
duties of the Committee under the Plan and this Restricted Share Unit Agreement except with respect
to matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules issued
thereunder, are required to be determined in the sole discretion of the Committee.



4.2. Restricted Share Units Not Transferable. Neither the Restricted Share Units nor any
interest or right therein or part thereof shall be sold, pledged, assigned, or transferred in any
manner other than by will or the laws of descent and distribution, unless and until the shares
underlying such Restricted Share Units have been issued, and all restrictions applicable to such
shares have lapsed. Neither the Restricted Share Units nor any interest or right therein or part
thereof shall be liable for the debts, contracts, or engagements of the Grantee or his successors
in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment, or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect.



«Participant_Name»




 


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4.3. Shares to Be Reserved. The Company shall at all times during the term of the Restricted
Share Units reserve and keep available such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Restricted Share Unit Agreement.



4.4. Notices. Any notice to be given under the terms of this Restricted Share Unit Agreement
to the Company shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Grantee shall be addressed to him at the address given beneath his signature hereto.
By a notice given pursuant to this Section 4.4, either party may hereafter designate a different
address for notices to be given to him. Any notice which is required to be given to the Grantee
shall, if the Grantee is then deceased, be given to the Grantee’s personal representative if such
representative has previously informed the Company of his status and address by written notice
under this Section 4.4. Any notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.



4.5. Titles. Titles are provided herein for convenience only and are not to serve as a basis
for interpretation or construction of this Restricted Share Unit Agreement.



4.6. Construction. This Restricted Share Unit Agreement shall be administered, interpreted,
and enforced under the internal laws of the State of Delaware without regard to conflicts of laws
thereof.



4.7. Severability. In the event that any provision of this Restricted Share Unit Agreement
shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully
severable, but shall not affect the remaining provisions of this Restricted Share Unit Agreement
and this Restricted Share Unit Agreement shall be construed and enforced as if the illegal,
invalid, or unenforceable provision had never been included herein.



4.8. Conformity to Securities Laws. The Grantee acknowledges that the Plan is intended to
conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and
any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder,
including, without limitation, the applicable exemptive conditions of Rule 16b-3. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Restricted Share Units are
granted, only in such a manner as to conform to such laws, rules and regulations. To the extent
permitted by applicable law, the Plan and this Restricted Share Unit Agreement shall be deemed
amended to the extent necessary to conform to such laws, rules and regulations.



4.9. Withholding of Taxes. Company shall have the right to (i) make deductions from the number
of shares of Common Stock otherwise deliverable to the Grantee under this Restricted Share Unit
Agreement in an amount sufficient to satisfy withholding of any federal, state or local taxes
required by law provided; that, such amount shall not exceed the applicable minimum statutory
withholding requirements, or (ii) take such other action as may be necessary or appropriate to
satisfy any such tax withholding obligations.



4.10. Electronic Delivery and Electronic Signature. Grantee 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), Grantee 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. Grantee
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.



«Participant_Name»




 


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4.11. Inconsistencies between Plan Terms and Terms of Restricted Share Unit Agreement. If
there is any inconsistency between the terms of this Restricted Share Unit Agreement and the terms
of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this
Restricted Share Unit Agreement.



4.12. No Guarantee of Employment. Nothing in this Restricted Share Unit Agreement or in the
Plan shall confer upon the Grantee any right to continue in the employ of the Company or any
Subsidiary, or shall interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the Grantee at any time for any
reason whatsoever, with or without cause.



4.13 Amendments. This Restricted Share Unit Agreement and the Plan may be amended without the
consent of the Grantee provided that such amendment would not impair any rights of the Grantee
under this Restricted Share Unit Agreement. No amendment of this Restricted Share Unit Agreement
shall, without the consent of the Grantee, impair any rights of the Grantee under this Restricted
Share Unit Agreement.



IN WITNESS WHEREOF, this Restricted Share Unit Agreement has been executed and delivered by the
parties hereto.



	 	 	 
	Tractor Supply Company	 	Grantee
	 
	 
	By:
	 	 
	 
	 	 
	 

	 	 
	 

	 	«Participant_Name»
	 
	 	 
	 

	 	Taxpayer ID:                     
	 
	 	 
	 

	 	Current Address: Please note changes below
	 

	 	«Participant_Address»
	 
	 	 
	 

	 	«City,_State_Zip»
	 
	 	 
	 

	 	Address:         
           
           
           
           
           
please print
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 






«Participant_Name»





 


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