Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2020, Tractor Supply Company (the "Company") entered into a
transition agreement (the "Transition Agreement") with Benjamin F. Parrish, Jr.,
the Company's Executive Vice President, General Counsel and Corporate Secretary.
Pursuant to the Transition Agreement, Mr. Parrish has agreed to continue in his
role until his successor is found and assist the Company in the transition of
his duties for a period of thirty (30) days after his successor is employed by
the Company (the "Initial Transition Period"). Mr. Parrish has also agreed, if
requested by the Company, to continue to assist in the transition of his duties
to his successor until the later of March 31, 2021 and ninety (90) days
following the Initial Transition Period (the "Additional Transition Period").
Mr. Parrish has also agreed to be bound by certain non-disparagement,
non-competition, non-solicitation and confidentiality provisions, in each case
as set forth in the Transition Agreement, and has agreed to execute a general
release of claims against the Company. In exchange for the release, the
restrictive covenants and his agreement to provide transition services, Mr.
Parrish will be entitled to the following: (i) continuation of his base salary
through the Initial Transition Period and $10,000 per month during any
Additional Transition Period; (ii) payment of his earned bonus for full-year
fiscal 2020; (iii) any earned bonus for fiscal 2021 pro rated based on the
number of days worked from the beginning of the fiscal year until the date of
his successor's employment; (iv) a lump sum payment equal to four weeks of
vacation time; and (v) on Mr. Parrish's employment termination date, (a) all
options and time-based restricted stock units that are scheduled to vest in 2021
(if not previously vested) and in 2022 shall become vested and (b) all unvested
performance share units or performance-based restricted share units that are
scheduled to vest in February 2021 (if not previously vested) and February 2022
shall become vested in accordance with the actual achievement of the performance
metrics of each grant and shall be distributed to Mr. Parrish following the end
of the performance period when distributed to other participants in the equity
plan. In addition, all outstanding options granted to Mr. Parrish shall be
exercisable until the earlier of (i) one year from his employment termination
date and (ii) the date on which such option expires in accordance with the
provisions of the applicable award agreement. In the event that Mr. Parrish
elects to continue his participation in the Company's group medical, dental and
vision plans under applicable COBRA regulations, the Company will pay the
applicable COBRA premiums for a period of up to 18 months following Mr.
Parrish's employment termination date.
The foregoing summary description of the Transition Agreement is qualified in
its entirety by reference to the Transition Agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Transition Agreement, dated October 14, 2020, by and between Tractor
Supply Company and Benjamin F. Parrish, Jr.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
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