Exhibit 10.4





Exhibit 10.4




Core-Mark Holding Company, Inc.

2010 Long-Term Incentive Plan




NONQUALIFIED STOCK OPTION AWARD AGREEMENT




THIS AGREEMENT (the “Award Agreement”) is made effective as of                     
(the “Date of Grant”) between Core-Mark Holding Company, Inc., a Delaware corporation (with any successor, the
“Company”), and                      (the “Participant”):



R E C I T A L S:




WHEREAS,
the Company has adopted the Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and
made a part of this Award Agreement. Capitalized terms not otherwise defined herein shall have the
same meanings as in the Plan; and



WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to grant the option provided for herein to the Participant pursuant to the
Plan and the terms set forth herein.



NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



1. Grant of the Option. The Company hereby grants to the Participant the right and
option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any
part of an aggregate of                      Shares, subject to adjustment as set forth in the Plan. The
Option is intended to be a nonqualified stock option, and is not intended to be treated as an
option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.



2. Option Price. The purchase price of the Shares subject to the Option shall be
$                     per Share (the “Option Price”), subject to adjustment as set forth in the Plan.



3. Vesting. Subject to the Participant’s continued Service on each vesting date,
one-third of the Option (i.e.,                      Options) shall vest on the first anniversary of the Date of
Grant, and thereafter, the remaining two-thirds of the Option in equal quarterly installments on
each March 31, June 30, September 30 and December 31 of                      and                     , so that                      Options
shall vest on each such date.



At any time, the portion of the Option which has become vested as described in this Section 3 is
hereinafter referred to as the “Vested Portion.” The Vested Portion of the Option shall remain
exercisable for the period set forth in Section 6.



4. Accelerated Vesting. Notwithstanding any provision herein to the contrary:



(a) In the event the Participant’s Service terminates due to death, Disability or Retirement
prior to the first anniversary of the Date of Grant, the unvested portion of the Option shall vest
on a pro rata basis based on the ratio of (i) the number of complete months beginning on the Date
of Grant and ending on the date of the Participant’s termination of Service to (ii) thirty-six
(36).


 


 









 





(b) If, within one year following Change in Control, the Participant’s Service is terminated
by the Company without Cause or by the Participant with Good Reason, the unvested portion of the
Option shall become fully vested and exercisable as of such date of termination of Service and
shall remain exercisable for, and shall otherwise terminate and thereafter be forfeited at the end
of, a period of 90 days following such date of termination of Service.



5. Forfeiture. Except as otherwise provided herein, if the Participant’s Service is
terminated for any reason, the Option shall, to the extent not then vested, be cancelled by the
Company without consideration and the Vested Portion of the Option shall remain exercisable for the
period set forth in Section 6.



6. Exercise of Option.



(a) Period of Exercise. Subject to the provisions of the Plan and this Award
Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any
time prior to the earliest to occur of:




(i) the 10th anniversary of the Date of Grant;




(ii) the date that is ninety (90) days following termination of the Participant’s
Service for any reason other than death, Disability, or Cause;




(iii) the date that is one (1) year following termination of the Participant’s Service
due to death or Disability;



(iv) the date of termination of the Participant’s Service due to Cause.



(b) Method of Exercise.




(i) Subject to Section 4, the Vested Portion of the Option may be exercised by
delivering to the Company at its principal office written notice of intent to so exercise;
provided that the Option may be exercised with respect to whole Shares only. Such
notice shall specify the number of Shares for which the Option is being exercised and shall
be accompanied by payment in full of the Option Price. In the event the Option is being
exercised by the Participant’s representative, the notice shall be accompanied by proof
(satisfactory to the Committee) of the representative’s right to exercise the Option. The
payment of the Option Price may be made at the election of the Participant (A) in cash or
its equivalent (e.g., by cashier’s check), (B) to the extent permitted by the Committee, in
Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the Committee, (C)
partly in cash and, to the extent permitted by the Committee, partly in such Shares, (D) to
the extent permitted by the Committee, by reducing the number of Shares otherwise
deliverable upon the exercise of the Option by the number of Shares having a Fair Market
Value equal to the Option Price, or (E) if there is a public market for the Shares at such
time, subject to such requirements as may be imposed by the Committee, through the delivery
of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the
Option and to deliver promptly to the Company an amount out of the proceeds of such sale
equal to the aggregate Option Price for the Shares being purchased. The Committee may
prescribe any other method of payment
that it determines to be consistent with applicable law. Neither the Participant nor
the Participant’s representative shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares and, if applicable,
has satisfied any other conditions imposed by the Committee pursuant to the Plan.


 


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(ii) Notwithstanding any other provision of the Plan or this Award Agreement to the
contrary, the Option may not be exercised prior to the completion of any registration or
qualification of the Option or the Shares under applicable securities or other laws, or
under any ruling or regulation of any governmental body or national securities exchange
that the Committee shall in its sole discretion determine to be necessary or advisable.




(iii) Upon the Company’s determination that the Option has been validly exercised as
to any of the Shares, the Company shall issue certificates in the Participant’s name for
such Shares. However, the Company shall not be liable to the Participant for damages
relating to any delays in issuing the certificates to him, any loss of the certificates, or
any mistakes or errors in the issuance of the certificates or in the certificates
themselves.




(iv) In the event of the Participant’s death, the Vested Portion of the Option shall
remain exercisable during the period set forth in Section 6 by the Participant’s executor
or administrator, or the person or persons to whom the Participant’s rights under this
Award Agreement shall pass by will or by the laws of descent and distribution as the case
may be. Any heir or legatee of the Participant shall take rights herein granted subject to
the terms and conditions hereof.



7. No Right to Continued Service. The granting of the Option evidenced hereby and
this Award Agreement shall impose no obligation on the Company or any Affiliate to continue the
Service of the Participant and shall not lessen or affect any right that the Company or any
Affiliate may have to terminate the Service of such Participant.



8. Securities Laws/Legend on Certificates. The issuance and delivery of Shares shall
comply with all applicable requirements of law, including (without limitation) the Securities Act
of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded. If the Company deems it necessary to ensure that the
issuance of securities under the Plan is not required to be registered under any applicable
securities laws, each Participant to whom such security would be issued shall deliver to the
Company an agreement or certificate containing such representations, warranties and covenants as
the Company may deem necessary which satisfies such requirements. The certificates representing the
Shares shall be subject to such stop transfer orders and other restrictions as the Committee may
deem reasonably advisable, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


 


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9. Transferability. The Option may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of
descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company
or any Affiliate; provided that the designation of a beneficiary shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted
transfer of the Option to heirs or legatees of the Participant shall be effective to bind the
Company unless the Committee shall have been furnished with written notice thereof and a copy of
such evidence as the Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions hereof. During the
Participant’s lifetime, the Option is exercisable only by the Participant.



10. Adjustment of Option. Adjustments to the Option (or any of the Shares underlying
the Option) shall be made in accordance with the terms of the Plan.



11. Definitions. For purposes of this Award Agreement:



“Disability” shall have the meaning set forth in the Participant’s employment agreement with
the Company or its Affiliates, if any, or if the Participant is not a party to an employment
agreement with a definition of “Disability,” then “Disability” means a disability that would
entitle a Participant to payment of monthly disability payments under any Company long-term
disability plan.



“Good Reason” means the resignation of a Participant following the occurrence of (A) a
material reduction in the scope of the Participant’s authorities, duties or responsibilities; (B) a
material reduction in the Participant’s salary and benefits (other than benefits under programs
that apply to all similarly situated employees or employees of the Company in general); or (C) a
change in the principal work location of the Participant of more than 100 miles from its current
location.



“Retirement” means the Participant’s termination of Service after the attainment of age 65
with the intention not to seek future employment.



12. Withholding. The Participant may be required to pay to the Company or any
Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable
withholding taxes in respect of the Option, its exercise or any payment or transfer under or with
respect to the Option and to take such other action as may be necessary in the opinion of the
Committee to satisfy all obligations for the payment of such withholding taxes.



13. Notices. Any notification required by the terms of this Agreement shall be given
in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit
with the United States Postal Service (or in the case of non-U.S. Participant, the foreign postal
service of the country in which the Participant resides), by registered or certified mail, with
postage and fees prepaid. A notice shall be addressed to the Company, Attention: Human Resources,
at its principal executive office and to the Participant at the address that he or she most
recently provided to the Company.



14. Entire Agreement. This Award Agreement and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter hereof. They supersede any
other agreements, representations or understandings (whether oral or written and whether express or
implied) which relate to the subject matter hereof.


 


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15. Waiver. No waiver of any breach or condition of this Award Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of like or different
nature.



16. Successors and Assigns. The provisions of this Award Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and upon the
Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the
Participant’s estate, whether or not any such person shall have become a party to this Award
Agreement and agreed in writing to be joined herein and be bound by the terms hereof.



17. Choice of Law; Jurisdiction; Waiver of Jury Trial. THIS AWARD AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REGARD TO CONFLICTS OF
LAWS.



SUBJECT TO THE TERMS OF THIS AWARD AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS
ARISING UNDER OR IN RESPECT OF THIS AWARD AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE
COURTS IN DELAWARE. BY EXECUTING AND DELIVERING THIS AWARD AGREEMENT, EACH PARTY IRREVOCABLY
SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR ITSELF, HIMSELF OR HERSELF AND IN RESPECT
OF ITS, HIS OR HER PROPERTY WITH RESPECT TO SUCH ACTION. EACH PARTY AGREES THAT VENUE WOULD BE
PROPER IN ANY OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR
INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.



EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AWARD AGREEMENT.



18. Option Subject to Plan. By entering into this Award Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option
is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to
time are hereby incorporated herein by reference (subject to the limitation set forth in Section
19). In the event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
The Participant has had the opportunity to retain counsel, and has read carefully, and understands,
the provisions of the Plan and the Award Agreement.



19. Amendment. The Committee may amend or alter this Award Agreement and the Option
granted hereunder at any time; provided that, subject to Articles 11, 12 and 13 of the
Plan, no such amendment or alteration shall be made without the consent of the Participant if such
action would materially diminish any of the rights of the Participant under this Award Agreement or
with respect to the Option.


 


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20. Severability. The provisions of this Award Agreement are severable and if any one
or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions shall nevertheless be binding and enforceable.



21. Signature in Counterparts. This Award Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.



[SIGNATURE PAGE FOLLOWS]



 


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IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.



	 	 	 	 	 
	 	CORE-MARK HOLDING COMPANY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Agreed and acknowledged as

of the date first above written:




	 	 	 
	 	 	 
	 	 	 
	 

PARTICIPANT