This excerpt taken from the CORE DEFA14A filed May 9, 2007.
On May 8, 2007, the Board of Directors of Core-Mark Holding Company, Inc. (the Company) adopted a Statement of Policy regarding the 2007 Long-Term Incentive Plan (the 2007 LTIP) proposed for approval by the Companys stockholders at its Annual Meeting on May 15, 2007. A copy of the Statement of Policy is included below.
STATEMENT OF POLICY
2007 LONG-TERM INCENTIVE PLAN
May 8, 2007
The Board of Directors of Core-Mark Holding Company, Inc. (the Company) has adopted this Statement of Policy to govern its administration of the Companys 2007 Long-Term Incentive Plan (the Plan):
1. Re-pricing of Stock Options. Notwithstanding any provision of the Plan to the contrary, the Company will not engage in any re-pricing of stock options awarded under the Plan (including without limitation re-pricing by means of cancellation and re-grant) without the approval of the Companys stockholders. The foregoing shall not prohibit normal adjustments to stock options contemplated by the Plan in the case of stock dividends, stock splits and reverse stock splits, mergers, consolidations and other events contemplated by the Plan, so long as the effect of such adjustments is to preserve rather than to change the economic attributes of previously granted awards.
2. Re-Grants of Forfeited Awards. Notwithstanding any provision of the Plan to the contrary, the Company will not re-grant any shares subject to awards under the Plan that have been forfeited by the grantees (whether due to failure to satisfy vesting requirements or otherwise). All such forfeited shares shall be withdrawn from the pool of shares available for grant under the Plan.
3. Amendments and Waivers of this Policy. This Statement of Policy may not be withdrawn, terminated, modified or waived without the approval of the Companys stockholders.
The Company has previously filed with the SEC and distributed to the Companys stockholders the Companys definitive Proxy Statement and Notice of 2007 Annual Stockholders Meeting. The Proxy Statement and Notice contain important information concerning the matters to be voted on at the 2007 Annual Stockholders Meeting, including the position of the Board of Directors with respect to those matters. Please note that the statements herein should be read in conjunction with the Companys Proxy Statement and Notice of 2007 Annual Stockholders Meeting.
You can obtain any of the documents that the Company files with the SEC through the SECs Web site (www.sec.gov) or they can be reviewed and copied at the SECs Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call 1-800-732-0330 for further information on the Public Reference Room. In addition, these documents can be obtained on the Companys corporate web site at www.core-mark.com.