Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Current Report on Form 8-K filed by Tractor Supply Company (the "Company") on December 6, 2019, the Company intended to enter into a transition agreement with Gregory A. Sandfort ("Executive"), the Company's Chief Executive Officer, in order to set forth the rights and obligations of the Company and Executive in connection with the retirement of Executive and appointment of Harry A. Lawton III ("Mr. Lawton") as Executive's successor.

On December 17, 2019 (the "Effective Date"), the Company entered into the transition agreement (the "Transition Agreement") with Executive, who will continue to serve as the Company's Chief Executive Officer until January 12, 2020. Pursuant to the Transition Agreement, Executive has agreed to continue his employment with the Company in the capacity of a Strategic Advisor during the period (the "Employment Transition Period") from January 13, 2020 until February 29, 2020 (the "Employment Termination Date") and to serve as a Consultant to the Company during the period (the "Consultation Transition Period") from March 1, 2020 to August 31, 2020 (the "Consulting Termination Date") in order to assist in the orderly transition of his responsibilities to Mr. Lawton.

Unless the Board affirmatively determines in good faith that Executive has not complied with the terms of the transition plan in all material respects during the Employment Transition Period, Executive shall be entitled to the benefits provided in connection with Executive's retirement pursuant to the Second Amended and Restated Employment Agreement, dated August 22, 2019, by and between the Company and Executive (the "Employment Agreement") as of the Employment Termination Date which include the following:



•Any unpaid Base Salary (as defined in the Employment Agreement) and benefits to
be paid or provided to Executive through the Employment Termination Date;
•A lump sum payment, in cash, equal to the estimated cost of procuring for the
Executive and his dependents: life, disability, accident and health insurance
benefits for a period of two (2) years following the Employment Termination
Date;
•Any other unpaid benefits to which Executive is otherwise entitled under any
other plan, policy or program of the Company (including any retirement plan)
applicable to Executive as of the Employment Termination Date, in accordance
with the terms of such plan, policy or program;
•All then outstanding options to acquire stock of the Company and all then
outstanding restricted shares of stock and restricted stock units of the Company
held by the Executive shall be fully vested, and all performance share units,
performance-based restricted stock and performance-based restricted stock units
will vest according to the terms of the applicable award agreement; and
•Any vested options held by Executive shall remain exercisable until the earlier
of (a) the third anniversary of the Employment Termination Date (except in the
case of Executive's death during such period, in which event the options shall
be exercisable until the earlier of the second anniversary of the date of
Executive's death and the third anniversary of the Employment Termination Date)
and (b) the otherwise applicable normal expiration date of such option.

During the Employment Transition Period, Executive shall continue to receive his base salary that was in effect on the Effective Date. Executive shall also receive any bonus earned by Executive under the Company's 2019 bonus plan and a pro-rata portion of any bonus earned under the Company's 2020 bonus plan through January 12, 2020. During the Consulting Transition Period, Executive shall receive a monthly consulting fee of $52,083.

The foregoing 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.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.1 Transition Agreement, dated December 17, 2019, by and between Tractor Supply Company and Gregory A. Sandfort.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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