NONQUALIFIED STOCK OPTION AGREEMENT
TRACTOR SUPPLY COMPANY
2009 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT, dated as of «Grant Date», between TRACTOR SUPPLY COMPANY, a
Delaware corporation (the “Company”), and «First_Name» «Middle» «Last_Name» (the “Optionee”).
The Company’s Compensation Committee (the “Committee”) has determined that the objectives of the
Company’s 2009 Stock 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 «NQ1_DISO_Shares» shares of the Common Stock of the Company, at a purchase price of
«Grant_Price» per share (the “Exercise Price”).
SECTION 2. Exercisability . Subject to Section 4 hereof, the option shall be exercisable as follows:
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 in the form attached hereto as Exhibit A. 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 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
On or After