EX-10.1






 FIRST AMENDMENT



Reference is made to that certain Employment Agreement dated July 12, 2004 (“the Agreement”)
between Tractor Supply Company (hereinafter “Company”) and James F. Wright (hereinafter
“Executive”).



The following, when signed by the parties hereto, will be deemed an amendment to the Agreement
(“the First Amendment”).



Section 4.3 of the Agreement is hereby deemed re-numbered as “Section 4.5” and all subsequent
subsections of Section 4 are deemed appropriately re-numbered.



The following is deemed inserted as subsection 4.3:




“Section 4.3 By Retirement



The Executive’s employment pursuant to this Agreement may be terminated at any time by the
Retirement (as such term is defined in the Retirement Policy of Company) of the Executive. In the
event that the Executive’s employment is terminated pursuant to this Section 4.3, the Executive
shall receive Base Salary and benefits to be paid or provided to the Executive under this Agreement
through the Date of Termination [as defined in (newly renumbered) Section 4.11 hereof] and any
other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or
program of the Company (including any Retirement Plan) applicable to the Executive as of the Date
of Termination.”



The following is deemed inserted as subsection 4.4



“Section 4.4 Acceleration



In the event Executive’s employment pursuant to this Agreement is terminated for any reason other
than For Cause, it is understood and agreed that:




	 	(a)	 	on the Date of Termination, all of Executive’s theretofore granted-but-unvested
stock options and granted-but-unvested restricted stock units will be deemed vested. The
Exercisability Period of each of Executive’s stock options will expire on a date the
earlier of (i) three years from the date of Termination (one year, rather than three
years, in the case of Death) or (ii) the original expiration date of the subject stock
option.






Executive’s Long-Term cash bonus and then-current Annual cash bonus will be deemed earned
On-Target and calculated and paid in full; with respect to stock options, 100% of the
immediately preceding prior two years’ and the then-current year’s option grants will be
deemed vested; and with respect to Executive’s Annual Bonus, 100% of Executive’s On-Target
bonus will be deemed earned and payable.).




	 	(b)	 	In the event that any other plans, policies or programs provide for grants and/or
pay-outs in a form(s) and/or in an amount(s) less favorable to Executive than as provided
for herein, it is understood that the terms herein shall govern. Further, in the event
that any other plans, policies or programs provide for grants and/or pay-outs in a form(s)
and/or in an amount(s) more favorable to Executive than as provided for herein, it is
understood that the terms of the other plan(s), policy (-ies) or programs shall govern.”





All other terms and conditions of the Agreement are hereby ratified and reaffirmed.



IN WITNESS WHEREOF, the parties hereto confirm their understanding of the foregoing.



Tractor Supply Company



By: /s/ Joel A. Cherry

Its: Senior VP and General Counsel




/s/ James F. Wright


James F. Wright


DATED: December 22, 2008