Item 1.01 Entry into a Material Definitive Agreement.
Change in Control Agreement
On August 11, 2020, Tractor Supply Company (the "Company") and Melissa Kersey
entered into a Change in Control Agreement (the "Change in Control Agreement").
Pursuant to the Change in Control Agreement, if an executive officer's
employment is terminated during the term of the agreement following a change of
control of the Company other than (a) by the Company for cause, (b) by reason of
death, disability or retirement or (c) by the executive officer without good
reason (as such terms are defined in the agreement), the executive will receive:
(i) an amount equal to 1.5 times the annual base salary and the average of the
executive's annual bonus(es) or award(s) for the three fiscal years pursuant to
any bonus plan for the years preceding the date of termination or, if higher,
the years preceding the change in control payable in a lump sum, in cash; (ii)
an amount equal to the estimated cost of procuring for the executive and his/her
dependents life, disability, accident and health insurance benefits for a period
of two years following the date of termination payable in a lump sum, in cash;
(iii) outplacement services capped at $40,000; (iv) a pro-rata portion equal to
the average of the executive's actual annual bonus(es) or award(s) received by
the executive under any cash bonus plan in the three most recent fiscal years
which occurred immediately prior to the date of termination payable in a lump
sum, in cash; (v) the stock options outstanding at the date of termination will
become fully vested and continue to be exercisable until the earlier of (a) the
second anniversary of the date of termination or (b) the otherwise applicable
expiration date of the term of such option, or, at the Company's election, may
be canceled upon lump sum payment of the cash equivalent of the excess of the
fair market value of the related options; (vi) the restricted stock units
outstanding at the date of termination will become fully vested or, at the
Company's election may be canceled upon lump sum payment of the cash equivalent
of the fair market value of the related stock; and (vii) except as provided in
any applicable award agreement, any awards subject to performance vesting
conditions shall be settled assuming the "target" level of performance shall
have been achieved, or at the Company's election may be canceled upon lump sum
payment of the cash equivalent of the fair market value of the related stock.
Each executive must commit to be employed with the Company for six months
following a change in control. In addition, each executive must execute and not
revoke a general waiver and release of claims in order to receive the severance
payments. The executives have also agreed, during their employment and for a
period of 18 months following termination of employment by the Company after a
change in control, not to compete with the Company's business, solicit or hire
any of the Company's employees, disparage the Company or disclose any
confidential information or trade secrets of the Company.
The foregoing description of the Change in Control Agreement is a summary and is
qualified in its entirety by reference to the Change in Control Agreement, filed
as Exhibit 10.1 to this Current Report on Form 8-K, which was filed with the
Commission on March 1, 2019, Commission File No. 000-23314, and is incorporated
into this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Form of Change in Control Agreement by and between Tractor Supply Company
and Melissa Kersey.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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