Exhibit 10.7
Non-Qualified Stock Option
Senior
Management Grant Letter
CORE-MARK HOLDING COMPANY, INC.
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200
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Re:
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Grant
of Non-Qualified Stock Option
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Dear
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Core-Mark Holding Company, Inc., a Delaware corporation (the
“ Company ”), is pleased to advise you that,
pursuant to the Company’s 2004 Long-Term Incentive Plan (the
“ Plan ”), the Board of Directors of the Company
has granted to you an option (the “ Option ”) to
acquire shares of the Company’s common stock, par value $0.01
per share (the “ Common Stock ”), effective as
of the “ Date of Grant ” set forth below (as
defined herein, the “ Option Shares ”), subject
to the terms and conditions set forth herein:
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Number of Option Shares
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Date of Grant
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,
200
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Exercise Price per Option Share
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$ .
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Vesting Dates of Option Shares
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One-third (1/3) of the Option Shares shall
vest on
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200 (the “ First Vesting Date
”) with the remaining two-thirds (2/3) of the Option Shares
vesting in equal monthly installments at the end of each month over
the following two years.
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Expiration Date of the Option
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The seventh anniversary of the Date of
Grant.
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Your Option is not intended to be an “incentive stock
option” within the meaning of Section 422 of the
Code.
Certain capitalized terms used herein are defined in
Section 9 below. Any capitalized terms used herein and
not defined herein have the meanings set forth in the Plan.
1.
Option .
(a) Term
. Subject to the terms and conditions set forth herein,
the Company hereby grants to you (or such other persons as
permitted by Section 5 below) an Option to purchase the
Option Shares at the exercise price per Option Share set forth
above in the introductory paragraph of this Grant Agreement (the
“ Exercise Price ”), payable upon exercise as
set forth in Section 1(b) below. The Option shall
expire at the close of business on the date set forth above in the
introductory paragraph of this Grant Agreement (the “
Expiration Date ”), which is the seventh anniversary
of the Date of Grant, subject to earlier expiration as provided in
Section 2(c) below. The Exercise Price and the number
and kind of shares of Common Stock or other property for which the
Option may be exercised shall be subject to adjustment as provided
in the Plan.
(b) Payment of
Option Price . Subject to Section 2
below, the Option may be exercised in whole or in part upon payment
of an amount (the “ Option Price ”) equal to the
product of (i) the Exercise Price and (ii) the number of
Option Shares to be acquired. Payment of the Option Price shall be
made by one or more of the following means:
(i) in
cash (including check, bank draft, money order or wire transfer of
immediately available funds);
(ii) by
delivery of outstanding shares of Common Stock owned by you (and
not subject to any substantial risk of forfeiture) for at least six
months or such longer period as determined from time to time by the
Committee with a Fair Market Value on the date of exercise equal to
the Option Price;
(iii) by
means of any cashless exercise procedures approved by the Committee
and as may be in effect on the date of exercise; or
(iv) by
any combination of the foregoing.
2.
Exercisability/Vesting and Expiration .
(a) Normal
Vesting . The Option granted hereunder may be
exercised only to the extent it has become vested, as indicated by
the Vesting Dates of Option Shares set forth in the introductory
paragraph of this Grant Agreement.
(b) Normal
Expiration . In no event shall any part of the
Option be exercisable after the Expiration Date.
(c) Effect on
Vesting and Expiration of Employment; Termination; Change in
Control . Except as otherwise provided in this
Section 2(c) and notwithstanding Sections 2(a)
and (b) above or any other provision hereof to the
contrary, the provisions set forth in Section 6(e) (Vesting;
Termination; Forfeiture) of the Plan shall govern the vesting of
your Option Shares in the event that, prior to all of your Option
Shares becoming fully vested and/or prior to the Expiration Date:
(i) your employment with, or performance of service for, the
Company or any Subsidiary terminates, or (ii) there is a
Non-Public Change in Control; provided , however ,
notwithstanding the provisions of Section 6(e)(iv) set forth
in the Plan, if your employment with
2
the Company is
terminated by the Company without Cause or you resign from your
employment with the Company for Good Reason before all of your
Option Shares have otherwise vested, all of your unvested Option
Shares shall become fully vested and exercisable on the date of
such termination of employment or resignation and shall remain
exercisable for, and shall otherwise terminate and thereafter be
forfeited at the end of, a period of 90 days after the date of such
cessation of employment and, further , provided ,
however , that, if, prior to the First Vesting Date you
cease to be a director, officer or employee of, or to perform other
services for, the Company or any Subsidiary due to your death or
Disability or Retirement, your Option Shares shall thereupon vest
on a pro rata basis based on the ratio of (A) the number of
complete months beginning on the Date of Grant and ending on the
date of your cessation of employment to (B) thirty six
(36).
3.
Procedure for Exercise . You may exercise all or
any portion of the Option, to the extent it has vested and is
outstanding, at any time and from time to time prior to the
Expiration Date,
