(b) Release of Claims. As a condition of the Eligible Employees receipt of the severance payments and benefits provided under this Section 5, the Eligible Employee shall be required to execute, and shall not revoke, a release of claims in a standard form generally used by the Company in connection with a termination of employment with respect to employment-related claims (the Release).
(a) Base Salary means the Covered Employees gross annualized rate of base salary in effect as of the Termination Date before any deductions, exclusions or any deferrals or contributions under any employee benefit plan, provided, that for purposes of the Plan, any change in Base Salary giving rise to a Qualified Termination for Good Reason shall be disregarded and shall not be less than the rate in effect immediately prior to the Change in Control Date.
(b) Board means the Board of Directors of the Company.
(c) Cause means (i) the Covered Employees conviction of or plea of guilty or nolo contendere with respect to any crime constituting a felony in the jurisdiction involved (whether or not involving the Company); (ii) the Covered Employee engaging in any wrongful act or act of moral turpitude that would be reasonably likely to materially harm the business or reputation or business relationships of the Company or the Covered Employee; (iii) willful misconduct or gross neglect in the performance of the Covered Employees duties; (iv) any willful failure or refusal to perform such duties as may reasonably be assigned to the Covered Employee by the Company; or (v) a material breach by the Covered Employee of any provision of any agreement with the Company or the published policies of the Company, as amended from time to time, provided that the nature of such breach shall be set forth with reasonable particularity in a written notice to the Covered Employee who shall have ten (10) days following delivery of such notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board, susceptible to a cure.
(d) Change in Control shall have the meaning ascribed to such term in the Core-Mark Holding Company, Inc. 2019 Long-Term Incentive Plan.
(e) Change in Control Date means the date as of which the Change in Control is consummated.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Company means Core-Mark Holding Company, Inc., a Delaware corporation, and any successor thereto.
(h) Covered Employee shall have the meaning ascribed to such term in Section 3(a).
(i) Eligible Employee shall have the meaning ascribed to such term in Section 5(a).
(j) Exchange Act means the Securities Exchange Act of 1934, as amended.