Exhibit 10.45





Exhibit 10.45




RESTRICTED SHARE UNIT AGREEMENT

under the

TRACTOR SUPPLY COMPANY

2009 STOCK INCENTIVE PLAN




THIS RESTRICTED SHARE UNIT AGREEMENT, dated                     , (the “Grant Date”) is made by and
between Tractor Supply Company, a Delaware corporation hereinafter referred to as “Company,” and
[Recipient 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 2009 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(x) 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 [# of Shares] 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 (the “Normal Vesting
Date”); provided, however, 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, unless otherwise provided in another contractual agreement
between the Company and Grantee, if within one year following a Change in Control, the Grantee’s
employment with the Company (or its successor) is terminated by reason of (i) Normal Retirement or
Early Retirement, (ii) for Good Reason by the Grantee or (iii) involuntary termination by the
Company for any reason other than for Cause, all Restricted Share Units granted hereunder shall
vest in full as of the date of such termination.



2.3 Risk of Forfeiture. Subject to Sections 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.


 


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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 the Normal Vesting Date.



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



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 in accordance with Section 409A of the Code (including Section
1.409A-(2)(a)(5) of the Treasury Regulations promulgated thereunder) 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 specified employee as
determined under Section 1.409A-1(i) of the Treasury Regulations and any of the Company’s stock is
publicly traded on an established securities market or otherwise at such time, then the payment of
vested Restricted Share Units shall not be paid until the earlier of the Grantee’s death or 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 within 30 days of the Grantee’s death, with the payment date
determined by the Company in its sole discretion, 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.


 


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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, alienated, assigned, or otherwise
transferred or encumbered 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.



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 Tennessee 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.


 


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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.



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 or Termination. 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. Notwithstanding any other provision of the Plan or this
Restricted Share Unit Agreement, the Company may terminate this Restricted Share Unit Agreement and
either issue shares of Common Stock deliverable upon vesting hereunder or pay the Grantee cash for
the Restricted Share Units based upon the Fair Market Value of the shares of Common Stock subject
hereto at the time of such termination) in accordance with Section 1.409A-3(j)(4)(ix) of the
Treasury Regulations.


 


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4.14 Section 409A. The parties acknowledge and agree that, to the extent applicable, this
Restricted Share Unit Agreement shall be interpreted in accordance with, and the parties agree to
use their best efforts to achieve timely compliance with, Section 409A of the Code and the Treasury
Regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any
provision of this Award to the contrary, in the event that the Company determines that any
compensation or benefits payable or provided under this Restricted Share Unit Agreement may be
subject to Section 409A of the Code, the Company, with the Grantee’s consent, may adopt such
limited amendments to this Award and appropriate policies and procedures, including amendments and
policies with retroactive effect, that the Company reasonably determines are necessary or
appropriate to (i) exempt the compensation and benefits payable under this Restricted Share Unit
Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the
compensation and benefits provided with respect to this Restricted Share Unit Agreement or (ii)
comply with the requirements of Section 409A of the Code.



Notwithstanding any other provision of this Restricted Share Unit Agreement, to the extent the
delivery of the shares represented by this Restricted Share Unit Agreement is treated as
non-qualified deferred compensation subject to Section 409A of the Code, then (a) no delivery of
such shares shall be made upon the Grantee’s termination of employment unless such termination of
employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the
Treasury Regulations.



4.15 Definitions. As used in this Restricted Share Unit Agreement the following terms shall
have the meaning set forth below:



(a) “Cause” shall mean (i) the engaging by Grantee in willful misconduct that is injurious to
the Company or its Subsidiaries or Affiliates, or (ii) the embezzlement or misappropriation of
funds or property of the Company or its Subsidiaries or Affiliates by the Grantee. For purposes of
this paragraph, no act, or failure to act, on the Grantee’s part shall be considered “willful”
unless done, or omitted to be done, by the Grantee not in good faith and without reasonable belief
that the Grantee’s action or omission was in the best interest of the Company. Any determination
of Cause for purposes of this Restrictive Share Unit Agreement shall be made by the Committee in
its sole discretion. Any such determination shall be final and binding on Grantee.



(b) “Change in Control” shall mean, the happening of one of the following:



(i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange
Act, other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of
the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities
having 35% or more of the combined voting power of the then outstanding securities of the Company
that may be cast for the election of directors of the Company (other than as a result of an
issuance of securities initiated by the Company in the ordinary course of business); or


 


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(ii) as the result of, or in connection with, any cash tender or exchange offer, merger or
other business combination, sales of assets or contested election, or any combination of the
foregoing transactions, less than a majority of the combined voting power of the then outstanding
securities of the Company or any successor corporation or entity entitled to vote generally in the
election of the directors of the Company or such other corporation or entity after such transaction
are held in the aggregate by the holders of the Company’s securities entitled to vote generally in
the election of directors of the Company immediately prior to such transaction; or



(iii) during any period of two consecutive years, individuals who at the beginning of any such
period constitute the Board cease for any reason to constitute at least a majority thereof, unless
the election, or the nomination for election by the Company’s shareholders, of each director of the
Company first elected during such period was approved by a vote of at least two-thirds of the
directors of the Company then still in office who were directors of the Company at the beginning of
any such period.



(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 Grantee’s position, authority, duties or
responsibilities, (ii) any reduction in a Grantee’s annual base salary as in effect immediately
prior to a Change in Control; (iii) the relocation of the office at which the Grantee 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 Grantee performed such duties prior to the Change in Control; or
(iv) the failure by the Company or its successor to continue to provide the Grantee with benefits
substantially similar in aggregate value to those enjoyed by the Grantee under any of the Company’s
pension, life insurance, medical, health and accident or disability plans in which Grantee was
participating immediately prior to a Change in Control, unless the Grantee 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) “Normal Retirement” shall mean, retirement of Grantee from active employment with the
Company or any of its Subsidiaries or Affiliates on or after such Grantee having reached the age of
55 and ten years of service with the Company.


 


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



	 	 	 	 	 
	Tractor Supply Company	 	Grantee
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	[Recipient Name]
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Taxpayer ID:                                        
	 
	 	 	 	 
	 

	 	 	 	Current Address: Please note changes below
	 

	 	 	 	[Recipient Street Address]
	 

	 	 	 	«Street_Address_2»
	 

	 	 	 	[City], [State] [Zip]
	 
	 	 	 	 
	 

	 	 	 	Address:                     please print
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 







 


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