POSITION DESCRIPTION DIRECTOR, REAL ESTATE COUNSEL FOR THE POSITION OF

POSITION DESCRIPTION
FOR THE POSITION OF
DIRECTOR, REAL ESTATE COUNSEL

                                                                                                    February 22, 2023
  Much of this material contained herein is gained in confidence and as such should be regarded as confidential. Accordingly, it is
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                     with this specific search or whom a reasonable person would agree have a need to know.

POSITION DESCRIPTION

POSITION                Director, Real Estate Counsel

ORGANIZATION            Tractor Supply

LOCATION                Store Support Center - 5401 Virginia Way Brentwood, Tennessee 37027

REPORTS TO              Sr. Director, Legal (Real Estate)

COMPENSATION            Attractive Compensation Package Including Competitive Base Salary, STI and LTI

WEBSITE                 tractorsupply.com

COMPANY OVERVIEW

Tractor Supply Company (NASDAQ: TSCO), the largest rural lifestyle retailer in the United States, has been
passionate about serving its unique niche, targeting the needs of recreational farmers, ranchers and all
those who enjoy living the rural lifestyle, for more than 80 years. Tractor Supply offers an extensive mix
of products necessary to care for home, land, pets and animals with a focus on product localization,
exclusive brands and legendary customer service for the Out Here lifestyle. With 50,000 Team Members,
the Company's physical store assets, combined with its digital capabilities, offer customers the
convenience of purchasing products they need anytime, anywhere and any way they choose at the
everyday low prices they deserve. At September 24, 2022, the Company operated 2,027 Tractor Supply
stores in 49 states, a consumer mobile app and an e-commerce website at TractorSupply.com. In October
2022, Tractor Supply acquired 81 stores from Orscheln Farm and Home that will be rebranded to Tractor
Supply by the end of 2023.

The Company also owns and operates Petsense by Tractor Supply, a small-box pet specialty supply retailer
focused on meeting the needs of pet owners, primarily in small and mid-size communities, and offering a
variety of pet products and services. At September 24, 2022, the Company operated 180 Petsense by
Tractor Supply stores in 23 states. For more information on Petsense by Tractor Supply, visit
Petsense.com.

WHO WE ARE:
https://vimeo.com/204245774

MISSION AND VALUES:

As a company focused on living out our Mission and Values, Tractor Supply is committed to “work hard,
have fun and make money by providing legendary service and great products at everyday low prices.” This
mission statement is supported by 10 values – ethics, respect, balance, winning attitude, communication,
development, teamwork, change, initiative, and accountability – that drive every business decision we
make and the way we interact with our customers and Team Members. Elements of the Mission and
Values can be traced back to Tractor Supply’s founding in 1938, but the formal creation and evolution of
the Mission and Values can be credited to former CEOs Tom Hennesy and Joe Scarlett. Today, we say the
Mission and Values are the “secret sauce” to our success as they empower our Team Members and drive
Tractor Supply’s future.

ROLE SUMMARY

The Director, Real Estate Counsel provides legal, business and strategic support and advice to the
company on real estate and business matters, including leasing, real property acquisition and disposition,
lease administration, lease term renewals, facilities management, construction, land use, governmental
restraints and requirements, and special projects and initiatives.

Primary Responsibilities

   Draft, review, modify and negotiate letters of intent; build-to-suit and retrofit leases; sublease
    agreements; lease and sublease amendments; guaranty agreements; license agreements;
    subordination agreements; easements; declarations and restrictions; operation and maintenance
    agreements; purchase and sale contracts; estoppels; design, construction and design-build
    agreements; PILOT and other incentive agreements and other documents with national and regional
    developers and landlords as required to implement, execute and manage the company’s national real
    estate strategy for store expansion and for the management and administration of the company’s real
    estate portfolio.

   Review and assess legal and business effects and risks through review and analysis of title documents,
    surveys, environmental reports and zoning letters and proposing and implementing solutions for
    acceptable risks. Coordinate lease, acquisition, disposition and other real estate transactions,
    including (a) advising management with respect to the risks of a transaction; (b) identifying and
    analyzing the relevant issues; (c) engaging and coordinating business representatives; (d) negotiating
    consensus; and (e) drafting appropriate documentation.

   Provide legal and business advice and recommendations to management regarding a variety of legal
    issues including property acquisition, lease administration and enforcement issues, recoveries, breach
    of contract, tenant rights, construction and development matters, zoning, condemnation, bankruptcy,
    and litigation management.

   Manage and advise outside counsel on various matters in their representation of the company and
    engage outside counsel for advice and counsel regarding environmental, ADA, litigation and other
    matters, including review, coordination and implementation of litigation budgets, document filings,
    gathering of due diligence, informing counsel regarding company history and culture, strategic review
    and management, coordination of discovery responses, witness identification and preparation, and
    informing senior management of litigation status.

   Plan, coordinate and execute new initiatives and identify and participate in developing real estate and
    legal strategies, policies, procedures, processes and initiatives, such as obtaining consents and
    approvals for special projects and initiatives, participating in the management of company operating
    expense programs, drafting and revising form contracts, managing and coordinating outside
    consultants and responding to changes in market conditions and governmental requirements.

CANDIDATE PROFILE

Qualifications

   Experience: 10 years of legal experience, including 7 years of experience in real estate practice.

   Education and Professional Certification: Juris Doctorate. Admission to practice and good standing
    status in the state of Tennessee or admission to practice and good standing to practice in any state
    with application to TN Board of Law Examiners under Rule 7.

   Other knowledge, skills or abilities:
           o Ability to establish priorities to keep multiple projects on track and completed within
              deadlines.
           o Ability to identify and propose solutions to legal issues affecting the company.
           o Skilled at negotiation.
           o Both generalist and specialist approach to work (including attention to detail).
           o Strong communication skills, including legal drafting.
           o Knowledge of real estate documents (e.g. deeds, ground leases, utility contracts, etc.)
           o Proficiency using Microsoft Office, particularly Word, Excel and Teams.

PROCESS FOR CANDIDACY

Diversified Search Group has been exclusively retained for this engagement. The hiring team will begin
reviewing applications immediately. To make recommendations or to express interest in this role please
submit your materials to TractorSupply@divsearch.com. All nominations and inquiries will be considered
strictly confidential.

For best consideration, please send all nominations and applications to TractorSupply@DivSearch.com
Application materials should include a current resume and expression of interest.

Diversified Search Group is committed to providing an accessible search process for all, including
individuals living with disabilities. If you need assistance expressing interest online or any aspect of the
recruitment process, please email TractorSupply@DivSearch.com