exv10w03



 











Exhibit 10.03




FORM OF RESTRICTED STOCK AGREEMENT




This Restricted Stock Agreement (“Agreement”) is between Valero Energy Corporation, a Delaware
corporation (“Valero”), and __________________, a Non-Employee Director of the Board of Directors
of Valero (“Director”); who agree as follows:




     1. Introduction. Pursuant to the Valero Energy Corporation Restricted Stock Plan for
Non-Employee Directors (as may be amended, the “Director
Plan”), Valero has granted ___ shares
of its Common Stock, $.01 par value (“Restricted Shares”) to the Director. As directed by the
Director Plan, the parties enter into this Agreement to evidence the terms, conditions and
restrictions applicable to the Restricted Shares.



     2. The Director Plan, Restrictions, Vesting. The Director has read and understands
the Director Plan, which is incorporated herein by reference for all purposes, and agrees to the
terms and conditions applicable to the Restricted Shares and the rights and powers of Valero as
provided therein. In addition, the Director agrees as follows:




     2.01 Except as provided in the Director Plan and this Agreement, Restricted Shares may
not be sold, exchanged, pledged, hypothecated, transferred, garnished or otherwise disposed
of or alienated prior to vesting.




     2.02 Restricted Shares granted hereunder shall vest and accrue to the Director in the
following increments: _________ shares on the date of the annual meeting of stockholders of
Valero Energy Corporation for election of directors of Valero (“Annual Meeting”) occurring in
2006; _________ shares on the
date of the Annual Meeting occurring in 2007; and _________ shares on the date of the Annual Meeting occurring in 2008. The restrictions may terminate
prior to the expiration of such period as set forth in the Director Plan.




     2.03 The Director agrees that in lieu of certificates representing the Director’s
Restricted Shares, the Restricted Shares and the shares of Common Stock issuable in
connection with the vesting of the Restricted Shares may be issued in uncertificated form
pursuant to the Direct Registration Service (“DRS”) of Valero’s stock transfer agent.




     2.04 If, as the result of a stock split, stock dividend, combination of shares or any
other change, including an exchange of securities, for any reason, the Director shall be
entitled to new or additional or different shares of stock or securities, such stock or
securities shall be subject to the terms and conditions of the Plan and this Agreement.




     2.05 If Restricted Shares are forfeited per the terms of the Director Plan, the stock
transfer agent of Valero is instructed, upon confirmation by the Corporate Secretary of such
forfeiture, to surrender the certificates representing such shares for cancellation, or the
cancel the forfeited shares from the Directors’ DRS account.



     3. Limitation. The Director shall have no rights with respect to any Restricted
Shares not expressly conferred by the Director Plan or this Agreement.



     4. Miscellaneous. All capitalized terms contained in this Agreement shall have the
definitions set forth in the Director Plan unless otherwise defined herein. This Agreement shall
be binding upon the parties hereto and their respective beneficiaries, heirs, administrators,
executors, legal representatives, and successors.



     EFFECTIVE
as of the ______ day of ______ 2005.



	 	 	 
	

	 	VALERO ENERGY CORPORATION
	 
	 	 
	

	 	Mike Crownover, Director – Human Resources
	 
	 	 
	

	 	

	

	 	[name of non-employee director]