Exhibit 10.3






Exhibit 10.3




Core-Mark Holding Company, Inc.

2010 Long-Term Incentive Plan




PERFORMANCE SHARE 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 performance shares 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. Performance Share Award. Subject to the terms and conditions of the Plan and this
Agreement, the Company hereby grants to the Participant
 _____ 
Shares (the “Performance Shares”).
Performance Shares are unearned and unvested as of the Date of Grant. Notwithstanding anything to
the contrary, all Performance Shares shall be forfeited by the Participant (whether vested or
unvested) if the Committee does not certify in writing that the Company has achieved the
performance goals as set forth on Exhibit A hereof (the “Performance Goals”). The Performance
Shares also shall be subject to vesting in accordance with Section 3 hereof.



2. Settlement of Performance Shares. Except in accordance with a deferral election
pursuant to Section 5, on each Vesting Date (as defined below) or as soon as practicable, but no
later than sixty (60) days, thereafter, the Company shall deliver to the Participant one or more
certificates representing the number of Shares equal to the number of Performance Shares that
vested on such Vesting Date. If the Participant has elected to defer payment of the Shares as
provided in Section 5, the Shares shall be issued as set forth in the Deferral Election Agreement
attached hereto as Exhibit B. Prior to settlement, the Participant shall make arrangements with
the Company for the satisfaction of any federal, state, local or foreign withholding obligations
that may arise in connection with such settlement in accordance with the terms of the Plan.




3. Vesting of Performance Shares.



(a) Performance Period. The Participant may earn up to 100% of the Performance Shares
based on the Company’s achievement of the Performance Goals for the
twelve month period commencing                      and ending on                      (the “Performance
Period”).


 


 









 





(b) Shares Eligible to Vest. The number of Performance Shares eligible to vest shall
be equal to the number of Performance Shares granted above in Section 1 multiplied by the
corresponding percentage listed under each of the highest Performance Goals achieved as defined in
Exhibit A attached hereto.



(c) Vesting Schedule. Subject to the Participant’s continued Service on each Vesting
Date, eligible Performance Shares shall vest, if at all, as follows: one third (1/3rd)
of the Performance Shares shall vest on the later of certification of performance goals by the
Company or the first anniversary of the Date of Grant, and thereafter, the remaining two-thirds
(2/3rd) of the Performance Shares shall vest in equal quarterly installments on each
March 31, June 30, September 30 and December 31 of                      and
 _____ 
(each, a “Vesting Date”), such
that
 _____ 
Performance Shares vest on each such Vesting Date.




(d) Forfeiture.




(i) Performance Shares that fail to vest in accordance with the Performance Goals
shall be forfeited. If none of the Performance Goals are achieved during the Performance
Period, then no Performance Shares shall vest and all such Performance Shares shall be
forfeited.




(ii) Unless otherwise provided in Section 3(e) below, in the event the Participant’s
Service is terminated prior to the first anniversary of the Date of Grant, then all
Performance Shares will be forfeited as of the Participant’s date of termination of
Service.




(iii) Unless otherwise provided in Section 3(e) below, in the event the Participant’s
Service is terminated following the end of the Performance Period, all unvested Performance
Shares will be forfeited as of the Participant’s date of termination of Service.




(e) Acceleration.




(i) 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
Performance Shares shall vest at the Outstanding/Target level as described on Exhibit B 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).




(ii) In the event of a Change in Control prior to the end of the Performance Period,
and within one (1) year of such Change in Control the Participant’s Service is terminated
by the Company without Cause or by the Participant with Good Reason, the Performance Shares
shall become fully vested and non-forfeitable at the Outstanding/Target on the date of the
Participant’s termination of Service.


 


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(iii) In the event of a Change in Control on or following the end of the Performance
Period, and within one (1) year of such Change in Control, the Participant’s
Service is terminated by the Company without Cause or by the Participant with Good
Reason, the outstanding Performance Shares eligible to vest in accordance with Section 3(b)
shall become fully vested and non-forfeitable on the date of the Participant’s termination
of Service.



4. Dividend Equivalents. With respect to each Performance Share the Participant shall
have the right to receive an amount equal to the per Share dividend (if any) paid by the Company
during the period between the Date of Grant and the Performance Share’s settlement (including any
Performance Shares that are converted into deferred stock units), termination or forfeiture,
subject to the remainder of this Section 4. When dividends are paid by the Company, the
Participant shall be credited with an amount determined by multiplying the number of the
Participant’s unvested Performance Shares by the dividend per Share, which amount shall be held by
the Company and subject to forfeiture until the related Performance Shares vest in accordance with
Section 3 hereof. Such dividends shall be paid to the Participant as soon as administratively
practicable, but not later than sixty (60) days, following the settlement of the Performance Shares
to which the dividends relate. The right to dividends shall be forfeited by the Participant
without any consideration if the Committee does not certify in writing that the Performance Goal
has been attained.



5. Deferral Election. The Participant may elect no later than
 _____ 
1 to
defer delivery of the Shares that would otherwise be due by virtue of the lapse or waiver of the
vesting requirements of Section 3 by delivering the Deferral Election Agreement attached hereto as
Exhibit B. If such deferral election is made, the Performance Shares shall be converted into
deferred stock units, and the Committee shall, in its sole discretion, establish the rules and
procedures for such payment deferrals in accordance with the Plan and the Deferral Election
Agreement.



6. No Right to Continued Service. The granting of the Performance Shares evidenced
hereby and this 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.



7. Rights as a Stockholder. The Participant shall have none of the rights of a
Stockholder of the Company unless and until the Performance Shares are settled for Shares.



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 Shares under the Plan is not required to be registered under any applicable securities
laws, each Participant to whom such Shares would be issued shall deliver to the Company an
agreement or certificate containing such representations, warranties and covenants as the Company
may request 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.


 






	 	 	 
	1	 	This date must be no later than 30 days from the Date of Grant.



 


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9. Transferability. The Performance Shares 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 and
all Affiliates; 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 Performance Shares 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.



10. Adjustment of Performance Shares or Performance Goal. Adjustments to the
Performance Shares shall be made in accordance with Article 12 of the Plan. The Committee
reserves the right to make adjustments to the Performance Goal as the Committee determines in good
faith is appropriate to take into account the effect of: (i) any material transactions or
extraordinary events during the performance period, (ii) any events during the relevant period
outside of the ordinary course and (iii) any change in accounting standards used to calculate the
Performance Goal. Any such adjustments shall be final, conclusive and binding on the Participant.




11. Definitions. The following terms shall have the meanings set forth below:



“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 Performance Shares, their grant, vesting or otherwise 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.


 


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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 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.



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



16. Participant Undertaking. The Participant agrees to take whatever additional
action and execute whatever additional documents the Company may deem necessary or advisable to
carry out or effect one or more of the obligations or restrictions imposed on either the
Participant or the Performance Shares pursuant to this Agreement.



17. Successors and Assigns. The provisions of this 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 Agreement
and agreed in writing to be joined herein and be bound by the terms hereof.



18. 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.


 


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19. Performance Shares 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 Performance Shares are 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. 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 this
Agreement.



20. Amendment. The Committee may amend or alter this Award Agreement and the
Performance Shares granted hereunder at any time; provided, that, subject to
Article 11, Article 12 and Article 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 Agreement or with respect to the Performance Shares.



21. 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.



22. 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.



23. No Guarantees Regarding Tax Treatment. Participants (or their beneficiaries)
shall be responsible for all taxes with respect to the Performance Shares. The Committee and the
Company make no guarantees regarding the tax treatment of the Performance Shares. Neither the
Committee nor the Company has any obligation to take any action to prevent the assessment of any
tax under Section 409A of the Code or Section 457A of the Code or otherwise and none of the
Company, any Subsidiary or Affiliate, or any of their employees or representatives shall have any
liability to a Participant with respect thereto.



24. Compliance with Section 409A. The Company intends that the Performance Shares and
right to receive dividend equivalents be structured in compliance with, or to satisfy an exemption
from, Section 409A of the Code and all regulations, guidance, compliance programs and other
interpretative authority thereunder (“Section 409A”), such that there are no adverse tax
consequences, interest, or penalties under Section 409A as a result of the Performance Shares or
payment of Dividends. In the event the Performance Shares or Dividends are subject to Section
409A, the Committee may, in its sole discretion, take the actions described in Section 11.1
of the Plan. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s)
of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise
required to be made under this Agreement to a “specified employee” (as defined under Section 409A)
as a result of his or her separation from service (other than a payment that is not subject to
Section 409A) shall be delayed for the first six (6) months following such separation from service
(or, if earlier, the date of death of the specified employee) and shall instead be paid on the date
that immediately follows the end of such six (6) month period or as soon as administratively
practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes
of any provision of the Agreement providing for the payment of any amounts or benefits that are
considered nonqualified deferred compensation under Section 409A upon or following a termination of
Service, unless such termination is also a “separation from service” within the meaning of Section
409A and the payment thereof prior to a “separation from
service” would violate Section 409A. For purposes of any such provision of this Agreement
relating to any such payments or benefits, references to a “termination,” “termination of Service”
or like terms shall mean “separation from service.”



[SIGNATURE PAGE FOLLOWS]



 


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IN WITNESS WHEREOF, the parties hereto have executed this Performance Share Award Agreement as
of the date first written above.



	 	 	 	 	 
	 	CORE-MARK HOLDING COMPANY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 



	 	 	 
	Agreed and acknowledged as
	 	 
	 
	 	 
	of the date first above written:
	 	 
	 
	 	 
	 

PARTICIPANT

	 	 





 


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Exhibit A




Performance Goals



 


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Exhibit B




Core-Mark Holding Company, Inc.

Performance Share

Deferral Election Agreement




Please complete this Deferral Election Agreement (this “Agreement”) and return a signed
copy to Core-Mark Holding Company, Inc. (the “Company”) by                     . If the Company does not
receive this Agreement by such date, you shall be deemed to have foregone your right to make a
deferral election.



	 	 	 
	Name:	 	SS#:
	 
	 	 







	o	 	I do not wish to make a voluntary deferral related to my outstanding Performance Shares.
(If you check this box, do not complete the remainder of this Agreement—skip ahead to the
bottom of this Agreement, date and sign, and return the Agreement as indicated above.)







	o	 	I hereby irrevocably elect to defer receipt of the shares of Common Stock related to my
Performance Shares granted on                      until the earlier of: (i) the Settlement Dates
specified below; (ii) my Retirement; or (iii) my termination of Service. This deferral shall
be in accordance with the terms and provisions outlined in this Agreement in the manner and
amount set forth below. (If you check this box, please complete all sections of this
Agreement, date and sign at the bottom of this Agreement, and return the Agreement as
indicated above.)





 


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Amount of the Voluntary Deferral




I hereby elect to defer settlement of 100% of my performance shares that are scheduled to vest on or
after                     .





Settlement Date




In making this election, the following rules apply:




	 	•	 	You must select a date (the “Settlement Date”) as of
which you will receive shares of Common Stock associated with the
performance shares that you elected to defer above.

	 
	 	•	 	You may elect as many Settlement Dates as you wish
related to the performance shares that are scheduled to vest on or after
                    . You must, however, defer the performance shares in
increments of 100; provided that, the total number of units you elect to
defer on the last Settlement Date may be less than 100 for rounding
purposes. For example, if you have 500 performance shares you may elect
five different Settlement Dates; i.e. one Settlement Date related to each
increment of 100.






I hereby irrevocably elect to defer receipt of the
Shares associated with the above-referenced
performance shares until the following date(s) and in
the following increment(s).






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	1.	 	 	(i)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Number
	 	Month
	 	Day
	 	Year	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	2.	 	 	(ii)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Number
	 	Month
	 	Day
	 	Year	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.	 	 	(iii)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Number
	 	Month
	 	Day
	 	Year	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	(iv)	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Number
	 	Month
	 	Day
	 	Year	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.	 	 	(v)	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number	 	Upon termination of employment	 	 








If no Settlement Date is specified, then the transfer will occur upon your termination of employment.


 


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Manner of Transfer




All deferrals to a particular Settlement Date will be paid out in shares of
Common Stock. All of the shares of Common Stock you are entitled to receive on
the Settlement Date specified in this Agreement will be transferred to you on
such Settlement Date. Any capitalized terms used herein and not defined herein
shall have the meanings set forth in the Plan and the Grant Agreement.



Terms and Conditions




By signing this form, you hereby acknowledge your understanding and acceptance of the following:




	1.	 	Company Right to Early Transfer. Notwithstanding any election made herein, the Company
reserves the right to transfer to you all of the shares of Common Stock associated with the
deferred stock units subject to this Agreement at any time following the termination of your
employment with the Company or any Subsidiary.







	2.	 	Withholding. The Company shall have the right to deduct from all deferrals or payments
hereunder, the minimum statutory amount of any federal, state, local or foreign tax required
by law to be withheld.







	3.	 	Not Assignable. Your rights and interests under this Agreement may not be assigned, pledged
or transferred other than as provided in the Plan.







	4.	 	Termination of this Agreement. The Company reserves the right to terminate this Agreement at
any time. In such case, deferred stock units which are subject to the Agreement may be
converted into shares of Common Stock and such shares of Common Stock may be transferred to
you immediately.







	5.	 	Bookkeeping Account. The Company will establish a bookkeeping account to reflect the number
of deferred stock units and the Fair Market Value of the deferred stock units that are subject
to this Agreement.







	6.	 	Stock Certificates. Stock certificates (the “Certificates”) evidencing the payment
of deferred stock units in shares of Common Stock, shall be issued as of the applicable
Settlement Dates (or such earlier date payment is to be made pursuant to this Agreement) and
registered in your name. Subject to the withholding requirements outlined above, Certificates
representing shares of Common Stock will be delivered to you as soon as practicable after the
Settlement Date.







	7.	 	Dividend Equivalents. You shall not have any rights as a stockholder of the Company;
provided that, you shall have the right to receive accumulated dividends or
distributions subject to the terms and conditions set forth in Section 4 of the Grant
Agreement.




 


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	8.	 	Representation. You hereby represent that any shares of Common Stock acquired by you in
connection with the deferred stock unit are acquired for investment for your own account (or a
trust account), not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and that you have no present intention of granting any participation in
or otherwise distributing the shares of Common Stock to be delivered pursuant to the deferred
stock unit. By signing this Grant Agreement, you further represent that you do not have any
contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to the shares of Common
Stock to be delivered pursuant to the deferred stock unit.







	9.	 	Change in Control. Upon a Change in Control, all of your deferred stock units shall be
converted into shares of Common Stock of the Company and such shares of Common Stock shall be
distributed to you as soon as practicable following the Change in Control, or as determined by
the Committee, the Company shall distribute to you such consideration as such shares of Common
Stock are entitled pursuant to such Change in Control. For purposes of this Deferral
Agreement, the definition of Change in Control shall not include Section 2.8(d) of the
Plan (Change in Control — stockholder approval of a plan of liquidation or dissolution);
Section 2.8(e) of the Plan (Change in Control — stockholder approval of sale or
liquidation of substantially all of the Company’s assets) and Section 2.8(f) of the
Plan (Change in Control — stockholder approval of a going private transaction) until the
Company actually completes the transactions approved by the stockholders (i.e., consummates a
plan of liquidation, consummates a sale of all or substantially all of the Company’s assets or
consummates the going private transaction).







	10.	 	Governing Law. This Agreement shall be construed and administered according to the laws of
the State of Delaware.







	11.	 	Defined Terms. All capitalized terms not defined in this Agreement are defined in the
Core-Mark Holding Company, Inc. 2010 Long-Term Incentive Plan.






By executing this Agreement, I hereby acknowledge my understanding of and agreement with all the
terms and provisions set forth in this Agreement.



	 	 	 	 	 	 	 
	Participant	 	Core-Mark Holding Company, Inc.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 







 


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