Amended and Restated Employment Agreement



 Exhibit 10.35 
  
 AMENDED AND RESTATED 
 EMPLOYMENT
AGREEMENT 
  
 EMPLOYMENT AGREEMENT (the “Agreement”)
dated June 1, 2002 by and between Premcor Inc. (the “Company”) and Don Lucey (the “Executive”). 
  
 WHEREAS, Executive became the Vice President-Commercial of the Company on April 1, 2002 and on that date Executive and the Company entered into an
Employment Agreement; and 
  
 WHEREAS, Executive and the Company
desire to amend and restate that agreement in its entirety. 
  
 1. Term of Employment. Subject to the provisions of Section 8, Executive shall be employed by the Company for a period commencing on June 1, 2002 (“Start Date”) and ending on June 1, 2004 (the “Employment
Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with June 1, 2004 and on each June 1 thereafter (each an “Extension Date”), the Employment Term shall be automatically
extended for an additional one-year period, unless the Company or Executive provides the other party hereto not less than 60 days prior written notice before the next Extension Date that the Employment Term shall not be so extended. 
  
 2. Position. 
  
 a. During the Employment Term, Executive shall serve as the Vice
President-Commercial of the Company. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Chief Executive Officer and/or Board of Directors of the Company (the “Board”).

  
 b. During the Employment Term, Executive shall devote
Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with
the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (i) from continuing to serve on any board of directors or trustees of any
business corporation or any charitable organization and (ii) subject to the prior written approval of the Board, which approval shall not be unreasonably withheld, from accepting appointment to any board of directors or trustees of any business
corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not materially conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9.

  
 3. Base Salary. During the Employment Term, the
Company shall pay Executive a base salary at the annual rate of $200,000, payable in regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s base salary,
if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual rate of base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.” 







 4. Annual Bonus. With respect to each fiscal year of the Company ending during the
Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) if net earnings per share to common shareholders of the Company, calculated on a fully diluted basis and according to GAAP, as determined by the
Company’s outside auditors, excluding the after-tax impact of any extraordinary or special items that the Board determines in good faith are not appropriately includable in the Annual Bonus calculation because such items do not accurately
reflect the operating performance of the Company, such as inventory write ups and write downs, LIFO adjustments, asset purchase or sale-related gains or losses and acquisition-related write downs (“Adjusted EPS”), is at least equal to
$2.50. Upon achievement of an Adjusted EPS of $2.50, the Annual Bonus shall equal fifty percent (50%) of his Base Salary (the “Base Bonus”). For each $0.01 increase in the applicable fiscal year’s Adjusted EPS above $2.50, the Annual
Bonus shall be increased by an amount equal to one percent of Executive’s Base Salary, provided that in no event shall the Annual Bonus be greater than three times Executive’s Base Salary. The Annual Bonus shall be paid to Executive within
fifteen business days after the outside auditors approve the Company’s year-end earnings release. The Annual Bonus for 2002 only shall be calculated based on earnings from January 1, 2002, and the resulting amount multiplied by 9/12ths, to
arrive at the amount due for the nine months of 2002, so long as Executive is employed hereunder as of December 31, 2002. Annual Bonuses for subsequent full years during which Executive is employed hereunder will reflect the full year (January 1
through December 31). 
  
 5. Equity Arrangements.
During the month of January in each of the years 2003 and 2004, Executive shall receive a grant of options to purchase 20,000 shares of Company common stock at an exercise price per share equal to Fair Market Value (as defined in the Plan) on the
date of grant (the “Annual Options”). Subject to Executive’s continued employment with the Company, such Annual Options will vest in equal installments on each of the first three anniversaries of the date of grant, and will become
fully vested upon the occurrence of a Change in Control of the Company. Other terms and conditions of the Annual Options shall be as set forth herein, in the Plan and an option agreement between the Company and Executive. If the Company should,
prior to any Annual Option grant, be involved in any merger, reorganization, stock split or spinoff or other similar event, the number of shares subject to the Annual Options yet to be granted, as provided above, shall be adjusted on a pro rata
basis. 
  
 6. Employee Benefits. During the
Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans (which term does not include bonus or incentive compensation plans), other than any non-qualified pension plan or any severance pay plan, as in
effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. Executive shall also be a participant in the Premcor Senior Executive
Retirement Plan as approved by the Board of Directors of the Company on April 2, 2002. 
  
 7. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company following
presentation by Executive of proof of such expenses, as and when reasonably required by the Company. 







 8. Termination. The Employment Term and Executive’s employment hereunder may be
terminated by the Company at any time and for any reason or by Executive for Good Reason. Notwithstanding any other provision of this Agreement (other than Section 13(h)), the provisions of this Section 8 shall exclusively govern Executive’s
rights upon termination of employment with the Company and its affiliates. 
  
 a. By the Company For Cause or By Executive Resignation Without Good Reason. 
  
 (i) If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to
receive: 
  
 (A) the Base Salary through the date
of termination; 
  
 (B) any Annual Bonus earned
but unpaid as of the date of termination for any previously completed fiscal year (including, if applicable, 2002); 
  
 (C) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with this Agreement prior to the
date of Executive’s termination; 
  
 (D)
such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”); and 
  
 (E) any vested benefits as provided pursuant to the Premcor
Senior Executive Retirement Plan, accrued in respect to any prior fiscal year. 
  
 Following such termination of Executive’s employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 8(a)(i), in the Plan and any applicable option
agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. 
  
 (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s continued failure substantially to perform Executive’s duties
hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 20 days following written notice by the Company to Executive of such failure, (B) Executive’s conviction of, or plea of
nolo contendere to a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (C) Executive’s willful malfeasance or willful misconduct in connection
with Executive’s duties hereunder or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, other than an act or omission that was committed or omitted
by Executive in the good faith belief that it was in the best interest of the Company or (D) Executive’s breach of the provisions of Sections 9 or 10 of this Agreement. 







 b. Disability or Death. 
  
 (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be
terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform
Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third
who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement. 
  
 (ii) Upon termination of Executive’s employment hereunder for either Disability or death, Executive or
Executive’s estate (as the case may be) shall be entitled to receive: 
  
 (A) the Accrued Rights; 
  
 (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of the fiscal year that shall have elapsed
through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated; and 
  
 (C) any vested benefits as provided in the Premcor Senior Executive Retirement Plan, accrued to the date of
termination of employment. 
  
 Following Executive’s
termination of employment due to death or Disability, except as set forth in this Section 8(b)(ii), in the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or any other benefits under this
Agreement. 
  
 c. By the Company Without Cause or Resignation
by Executive for Good Reason. 
  
 (i) If Executive’s
employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive: 
  
 (A) the Accrued Rights; 
  
 (B) subject to Executive’s continued compliance with the provisions of Sections 9 and 10, payment,
within 60 days of the date of termination of Executive’s employment, of a lump sum equal to three times the sum of Executive’s Base Salary and Base Bonus; and 
  
 (C) the benefits as provided in the Premcor Senior Executive Retirement Plan, whether or not previously
vested. 







 Following Executive’s termination of employment by the Company without Cause (other than by reason
of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c)(i), and the Plan and any applicable option agreement, Executive shall have no further rights to any compensation or
any other benefits under this Agreement. 
  
 (ii) For purposes of
this Agreement, “Good Reason” shall mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, (B) any substantial and sustained
diminution in Executive’s authority or responsibilities from those described in Section 2 hereof or (C) relocation of Executive’s principal place of business by more than 30 miles, provided that relocation to St. Louis, MO or Greenwich, CT
shall not constitute Good Reason; provided that the events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from Executive of
written notice of the event which constitutes Good Reason; provided, further, that “Good Reason” shall cease to exist for an event on the 90th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such
date.  
  
 d. Expiration of Employment Term.

  
 (i) Election Not to Extend the Employment Term. In
the event either party elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 8, Executive’s termination of employment
hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled Extension Date. If Executive provides the Company notice of
non-extension of the Employment Term pursuant to Section 1, Executive shall be entitled to receive the Accrued Rights. If the Company provides Executive notice of non-extension of the Employment Term pursuant to Section 1, Executive shall be
entitled to receive the benefits provided in Sections 8(c)(i)(A) - (C), above. 
  
 Following such termination of Executive’s employment hereunder as a result either party’s election not to extend the Employment Term, except as set forth in this Section 8(d)(i), Executive shall have no
further rights to any compensation or any other benefits under this Agreement. 
  
 e. Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 13(g) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. 
  
 f. Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such
termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates. 







 9. Non-Solicitation; Non-Competition. 
  
 a. Executive acknowledges and recognizes the highly competitive nature of
the businesses of the Company and its affiliates and accordingly agrees as follows: 
  
 (1) While Executive is employed by the Company and for six months following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive shall not, whether on Executive’s
own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly 
  

	 	(i)	solicit, or assist in soliciting, in competition with the Company, the potential acquisition of refining assets in the United States; 

  

	 	(ii)	solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; 

  

	 	(iii)	hire any such person who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or whose employment with the
Company terminated within six months prior to the date of such hire (other than any such person whose employment was terminated by the Company without cause); or 

  

	 	(iv)	solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. 

  
 (2) While Executive is employed by the Company and, following termination of
employment by the Company for Cause or by Executive without Good Reason, for the remainder of the Employment Term (without regard to Executive’s termination of employment), Executive shall not directly or indirectly: 
  

	 	(i)	engage in the business of petroleum refining or oil product wholesaling in the United States; 

  

	 	(ii)	engage in any other business in which the Company or its affiliates is engaged at the time of the termination of Executive’s employment, provided such other business is
contributing more than 10% of the Company’s consolidated annual revenues or net income at the time of the termination of Executive’s employment (any of the businesses described in the preceding subparagraph (i) and this subparagraph (ii)
being referred to as a “Competitive Business”); 

  

	 	(iii)	enter the employ of, or render any services to, any entity (or any division, affiliate, business unit or segment of any entity) which engages in a Competitive Business; provided
that, notwithstanding the foregoing, it shall not be a breach of Section 9(a)(2) for Executive to provide services to any division, affiliate, business unit or segment of any entity so long as (x) such division, affiliate, business unit or segment
does not itself engage in a Competitive Business and (y) Executive does not, directly or indirectly, provide services or advice to any division, affiliate, business unit or segment of the entity that does engage in a Competitive Business;










	 	(iv)	acquire a financial interest in (other than a passive investment acquired through a hedge fund or similar vehicle), or otherwise become actively involved with, any Competitive
Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or 

  

	 	(v)	interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and
their customers, clients or suppliers in connection with or on behalf of a Competitive Business. 

  
 (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any
person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which
controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. 
  
 b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall
not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction
finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

  
 10. Confidentiality. Executive agrees to hold
all Company information confidential (“Confidential Information”) and shall not at any time disclose, retain, or use such Confidential Information for Executive’s own benefit or the benefit of any other person, without the written
authorization of the Board; provided that the foregoing shall not apply to the extent that information is required to be disclosed by law. Executive agrees that upon termination of Executive’s employment with the Company for any reason,
he shall return to the Company immediately all Confidential Information and all copies thereof or therefrom, in any way relating to the business of the Company. 
  

11. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of
any of the provisions of Section 9 or Section 10 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. 







 12. Gross-Up Payment. 
  
 a. If it shall be determined that any amount, right or benefit paid, distributed or treated as paid or distributed by the
Company or any of its affiliates to or for Executive’s benefit (other than any amounts payable pursuant to this Section 12) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986
(the “Code”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then Executive shall be
entitled to receive an additional payment (a “Gross-Up Payment”) in an amount equal to the amount necessary such that after payment by Executive of all federal, state and local taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments. 
  
 b. All determinations
required to be made under this Section 12, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s
independent auditors (the “Auditor”). The Auditor shall provide detailed supporting calculations to both the Company and Executive within 15 business days of the receipt of notice from Executive or the Company that there has been a
Payment, or such earlier time as is requested by the Company. All fees and expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 12, shall be paid by the Company to Executive (or to the
Internal Revenue Service or other applicable taxing authority on Executive’s behalf) within 5 days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and Executive;
provided that following any payment of a Gross-Up Payment to Executive (or to the Internal Revenue Service or other applicable taxing authority on Executive’s behalf), the Company may require Executive to sue for a refund of all or any
portion of the Excise Taxes paid on Executive’s behalf, in which event the provisions of Section 12(c) below shall apply. As a result of uncertainty regarding the application of Section 4999 of the Code hereunder, it is possible that the
Internal Revenue Service may assert that Excise Taxes are due that were not included in the Auditor’s calculation of the Gross-Up Payments (an Underpayment”). In the event that the Company exhausts its remedies pursuant to this Section 12
and Executive thereafter is required to make a payment of any Excise Tax, the Auditor shall determine the amount of the Underpayment that has occurred and any additional Gross-Up Payments that are due as a result thereof shall be promptly paid by
the Company to Executive (or to the Internal Revenue Service or other applicable taxing authority on Executive’s behalf). 
  
 c. Executive shall notify the Company in writing of any claim that, if successful, would require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than 10 business days after Executive receives written notification of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested
to be paid. Executive shall not pay such claim prior to the expiration of the 30 day period following the date on which it gives such notice to the Company) (or such shorter period ending on the date that any payment of taxes with respect to such
claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company all information reasonably requested by the Company relating to such
claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company and ceasing all efforts to contest such claim; (iii) cooperate with the Company in good faith in order to effectively 







 contest such claim; and (iv) permit the Company to participate in any proceeding relating to such claim; provided,
however, that the Company shall bear and pay directly all reasonable costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expense. Without limiting the foregoing provisions of this Section 12, the
Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine and direct; provided, however that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for Executive’s taxable year with
respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 
  
 d. If, after the Executive’s receipt of an amount advanced by the Company pursuant to this Section 12, the Executive
becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the
Executive’s receipt of an amount advanced by the Company pursuant to this Section 12, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration of 30 days after the Company’s receipt of notice of such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of
such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
  
 13. Miscellaneous. 
  
 a. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof. Any suit, action or proceeding related to this Agreement, or any judgment entered by any court related to this Agreement, may be brought only in any court of competent jurisdiction in the State of New
York, and the parties hereby submit to the exclusive jurisdiction of such courts. The parties (and any affiliates of the Company or beneficiary or permitted transferee of Executive) irrevocably waive any objections which they may now or hereafter
have to the laying of venue of any suit, action or proceeding brought in any court of competent jurisdiction in the State of New York, and hereby irrevocably waive any claim that any such action, suit or proceeding has been brought in an
inconvenient forum. 







 b. Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties
with respect to the matters herein (including, without limitation, Executive’s compensation, benefits and severance). There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. 
  
 c. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 
  
 d. Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 
  
 e. Assignment. This Agreement shall not be assignable by Executive.
This Agreement may be assigned by the Company, with Executive’s consent, such consent not to be unreasonably withheld, to a person or entity that is a successor in interest to substantially all of the business operations of the Company. Upon
such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity. 
  
 f. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributes, devises and legatees of the Executive. 
  
 g. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered by hand or overnight courier or five days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below
Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 
  
 If to the Company: 
  
 Premcor Inc. 
 8182 Maryland Avenue 
 Suite 600 

St. Louis, MO 63105 
 Attention: General
Counsel 







 With a copy to: 
  

The Blackstone Group, L.P. 
 345 Park
Avenue 
 New York, NY 10154 
 Attention: Robert L. Friedman 
  
 If to Executive:

  
 Don Lucey 
 7 Meadow Lane 
 Greenwich, CT 06831

  
 h. Release. As a condition of receipt of the benefits
described in Section 8, Executive will be required to enter into a full and complete release of the Company from any and all claims which Executive may then have for whatever reason or cause in connection with Executive’s employment and the
termination thereof (including, without limitation, any rights under an employment agreement which may then be in effect), other than those obligations specifically set out in this Agreement, the Plan, indemnification provisions in the
Company’s by-laws and obligations of the Company to the extent that the documents providing for such obligations specifically provide that the obligations are in addition to obligations under this Agreement. 
  
 i. Disputes. Any dispute with regard to the enforcement of this
Agreement or any matter relating to the employment of Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts or any violation of law other than the seeking of equitable relief in
accordance with applicable law under Section 11 hereof, shall be exclusively resolved by a single experienced arbitrator licensed to practice law in New York, selected in accordance with the American Arbitration Association rules and procedures, at
an arbitration to be conducted in New York City pursuant to the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association (“AAA”) with the arbitrator applying the substantive law of the State of
New York as provided for under Section 13(a) hereof. The AAA shall provide the parties hereto with lists for the selection of arbitrators composed entirely of arbitrators who are members of the National Academy of Arbitrators and who have prior
experience in the arbitration of disputes between employers and senior executives. The determination of the arbitrator shall be final and binding on the parties hereto and judgment therein may be entered in any court of competent jurisdiction in
accordance with Section 13(a). Each party shall pay its own attorneys fees and disbursements and other costs of the arbitration. 
  
 j. Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the
Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise
bound. 
  
 k. Cooperation. Executive shall provide his
reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. The Company shall provide Executive with a reasonable
stipend and shall reimburse Executive for reasonable 







 expenses incurred as a result of Executive’s cooperation with the Company. This provision shall survive any
termination of this Agreement. 
  
 l. Withholding Taxes.
The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 
  
 m. Counterparts. This 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. 
  
 n. Shareholder Approval. This Agreement shall be subject to, and shall only be effective following, the approval of the Company’s shareholders as of the date hereof who owned, as of the date hereof, more
than 75% of the voting power of all outstanding stock of the Company, determined and obtained in a manner consistent with the methodology described in proposed Treasury Regulation Section 1.280G-1, or any successor thereto. 
  
 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written. 
  
 PREMCOR INC.

  

									
	               /s/ Thomas D. O’Malley

	 	 	 	 	 	 /s/ Don Lucey


	By:	 	THOMAS D. O’MALLEY	 	 	 	 	 	DON LUCEY
	Title:	 	Chairman, President,	 	 	 	 	 	 
	 	 	Chief Executive Officer and	 	 	 	 	 	 
	 	 	Chief Operating Officer	 	 	 	 	 	 








 [Premcor logo appears here] 
  
 1700 East Putnam Avenue, Suite 500 
  
 Old Greenwich, CT 06870 
  
 Richard C. Lappin 
  
 November
13, 2002 
  
 Mr. Donald F. Lucey 
 7 Meadow Lane 
 Greenwich, CT 06831 
  
 Dear Don: 
  
 On June 1, 2002 you executed an employment agreement with the Company which provided that you would be eligible to earn an Annual Bonus
award. 
  
 Your employment agreement initially contained a threshold Earnings Per
Share (EPS) of $2.50, at which point the Base Bonus was earned. At the November 6, 2002 Board of Directors meeting, the Board approved a recommendation from Tom O’Malley to revise the Annual Bonus plan threshold for members of senior management
due to changes in the marketplace and poorer than expected economic conditions. The recommendation lowered the threshold (EPS) from $2.50 to $2.00. 
  
 All other terms of the bonus program will remain in place, including the rate at which the bonus increases beyond the Base Bonus and the maximum bonus award for
executives specified in your employment agreement. 
  
 Your acceptance of this
letter shall serve as your consent to the revision of your annual Bonus plan by the Board. 
  
 Please execute one copy of this letter and return it to James R. Voss, Senior Vice President and Chief Administrative Officer. 
  

Sincerely, 
  
 /s/ Richard C. Lappin 

  
 Richard C. Lappin 
  
 Agreed and Accepted: 
  
 Name: /s/
Don Lucey              
Date:                                       
  
   Don Lucey 







 [Premcor logo appears here] 
  
 Thomas D. O’Malley 
  
 Chairman & Chief Executive Officer 
  
 1700 East Putnam Avenue, Suite 500 
  
 Old Greenwich, CT 06870 
  
 January 22, 2003 
  
 Mr. Donald F. Lucey 
 7 Meadow Lane 
 Greenwich, CT 06831 
  
 Dear Don: 
  
 On June 1, 2002 you executed an Employment Agreement (“Agreement”) with the
Company that provided that you would receive an annual grant of stock options under terms defined in the Agreement. 
  
 Management and the Company’s Board of Directors has determined that it is desirable to modify the terms for the year 2003 only of the grant of stock options. Under
these new terms, during the month of January of the year 2003, you will receive a grant of options to purchase 40,000 shares of Company common stock at an exercise price per share equal to Fair Market Value (as defined in the Plan) on the date of
grant (the “Annual Options”). Subject to your continued employment with the Company, such Annual Options will vest in equal installments on each of the first five anniversaries of the date of grant, and will become fully vested upon the
occurrence of a Change in Control of the Company. Other terms and conditions of the Annual Options shall be as set forth your Agreement, in the Plan, and an option agreement between you and the Company. If the Company should, prior to any Annual
Option grant, be involved in any merger, reorganization, stock split or spinoff or other similar event, the number of shares subject to the Annual Options yet to be granted, as provided above, shall be adjusted on a pro rata basis. 
  
 Your acceptance of this letter shall serve as your consent to the change in terms with
respect to your Annual Options. This letter shall also serve as a waiver by you of the change in terms of your Annual Options as a purported breach of your employment agreement. 







 Please execute one copy of this letter and return it to James R. Voss, Senior Vice President and Chief Administrative
Officer. 
  
 Sincerely, 
  
 /s/ Thomas D. O’Malley 

  
 Thomas D. O’Malley 
  
 Agreed and Accepted: 
  

					
	 /s/ Donald F. Lucey

	 	 	 	 Date:


	Donald F. Lucey