AMENDMENT NO. 1 TO CORE-MARK HOLDING COMPANY, INC. September 1, 2021Core-Mark Holding Company, Inc. 2019 Long-Term Incentive Plan • September 1st, 2021 • Performance Food Group Co • Wholesale-groceries, general line
WHEREAS, Performance Food Group Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of May 17, 2021 (together with all schedules and exhibits thereto, the “Merger Agreement”), by and among the Company, Longhorn Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Longhorn Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II”), and Core-Mark Holding Company, Inc., a Delaware corporation (“Core-Mark”), pursuant to which, effective as of the closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub I will merge with and into Core-Mark (the “First Merger” and, such time, the “First Effective Time”) with Core-Mark continuing as the surviving corporation of the First Merger and a wholly owned subsidiary of the Company, (ii) promptly after the First Merger, Core-Mark will merge with and into Merger
