Exhibit 10.01


 


VALERO ENERGY CORPORATION


 


2001 EXECUTIVE STOCK INCENTIVE PLAN


 


Amended and Restated as of


December 31, 2004


 





















 


TABLE OF CONTENTS


 


	
  SECTION
  1. Purpose.

  	
   

  
	
  SECTION 2. Definitions.

  	
   

  
	
  SECTION 3. Administration.

  	
   

  
	
  SECTION
  4. Shares and Other Property Available For Awards.

  	
   

  
	
  Shares
  Available

  	
   

  
	
  Sources of
  Shares Deliverable Under Awards

  	
   

  
	
  Adjustments

  	
   

  
	
  SECTION 5. Eligibility.

  	
   

  
	
  SECTION
  6. Awards.

  	
   

  
	
  Options

  	
   

  
	
  Exercise
  Price

  	
   

  
	
  Incentive Stock Options

  	
   

  
	
  Stock Appreciation Rights

  	
   

  
	
  Grant
  Price

  	
   

  
	
  Other Terms and Conditions

  	
   

  
	
  Restricted Stock

  	
   

  
	
  Dividends

  	
   

  
	
  Registration

  	
   

  
	
  Forfeiture.

  	
   

  
	
  Performance Awards

  	
   

  
	
  Payment of Performance
  Awards

  	
   

  
	
  Stock Compensation

  	
   

  
	
  Other Stock-Based Awards

  	
   

  
	
  Exercise of Option
  or SAR Awards

  	
   

  
	
  Notice

  	
   

  
	
  Payment

  	
   

  
	
  Tax Payment Election

  	
   

  
	
  Payment with Stock

  	
   

  
	
  Valuation

  	
   

  
	
  Rights as Stockholder

  	
   

  
	
  General

  	
   

  
	
  Grants

  	
   

  
	
  Forms of Payment by Company

  	
   

  
	
  Limits on Transfer

  	
   

  
	
  Term
  of Awards

  	
   

  
	
  Share Certificates

  	
   

  
	
  Delivery
  of Shares or Other Securities and Payment of Consideration

  	
   

  
	
  Termination of Employment

  	
   

  
	
  Award Agreements

  	
   

  
	
  Deferral of Receipt

  	
   

  



 


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  SECTION 7.
  Amendment and Termination.

  	
   

  
	
  Amendments to the Plan

  	
   

  
	
  Amendments to Awards

  	
   

  
	
  Unusual or Nonrecurring
  Events

  	
   

  
	
  SECTION 8. Change Of
  Control.

  	
   

  
	
  Effect

  	
   

  
	
  Defined

  	
   

  
	
  Actions of Committee

  	
   

  
	
  SECTION 9. General
  Provisions.

  	
   

  
	
  No Rights to Awards

  	
   

  
	
  Delegation

  	
   

  
	
  Withholding

  	
   

  
	
  No Limit on
  Other Compensation Arrangements

  	
   

  
	
  Governing
  Law

  	
   

  
	
  Severability

  	
   

  
	
  NYSE
  Listing and Other Laws and Regulations

  	
   

  
	
  No Trust or Fund Created

  	
   

  
	
  No Fractional Shares

  	
   

  
	
  Headings

  	
   

  
	
  Construction

  	
   

  
	
  SECTION 10.
  Effective Date of the Plan.

  	
   

  
	
  SECTION 11. Term of the
  Plan.

  	
   

  



 


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2001 EXECUTIVE STOCK INCENTIVE PLAN


 


SECTION
1.  Purpose.


 


The purposes of this 2001 Executive Stock Incentive Plan (the “Plan”)
are to promote the interests of the Company and its stockholders by (i)
attracting and retaining executive personnel and other key employees of the
Company and its affiliates; (ii) motivating these employees by using
performance-related incentives to achieve longer range performance goals; and
(iii) enabling these employees to participate in the long-term growth and
financial success of the Company.


 


SECTION
2.  Definitions.


 


As used in the Plan, the following terms shall have the meanings set
forth below:


 


(a)       “Affiliate”
shall mean (i) any entity that, directly or through one or more intermediaries,
is controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, as determined by the Committee.


 


(b)       “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Performance
Award, Stock Compensation Award or Other Stock-Based Award.


 


(c)       “Award
Agreement” shall mean any written agreement, contract, or other instrument
or document evidencing any Award, which may, but need not, be executed or
acknowledged by a Participant.


 


(d)       “Board”
shall mean the Board of Directors of the Company.


 


(e)       “Cause”
shall mean the (i) conviction of the Participant by a state or federal court of
a felony involving moral turpitude, (ii) conviction of the Participant by
a state or federal court of embezzlement or misappropriation of funds of the
Company, (iii) negligence or misconduct of the Participant which causes
material loss, damage or injury to the Company, any of its Affiliates or their
respective employees, or (iv) Participant’s failure to satisfactorily perform
the material stated duties of Participant’s position with the Company or any of
its Affiliates.


 


(f)        “Change
of Control” is defined in Section 8(b) of the Plan.


 


(g)       “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(h)       “Committee”
or “Compensation Committee” shall mean the Compensation Committee of the
Board as further described in Section 3 of the Plan.


 


(i)        “Company”
shall mean Valero Energy Corporation, a Delaware corporation, formerly known as
“Valero Refining and Marketing Company.”


 


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(j)        “Employee”
shall mean any employee of the Company or of any Affiliate.


 


(k)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(l)        “Exercisable
Award” is defined in Section 6(h)(vii)(A).


 


(m)      “Exercise
Notice” is defined in Section 6(g)(i) of the Plan.


 


(n)       “Fair
Market Value” shall mean the average of the “high” and “low” reported sales
price per Share (as reported in the NYSE - Composite Transactions listing) as
of the relevant measuring date, or if there are no sales on the NYSE on that
measuring date, then as of the next following day on which there were sales.


 


(o)       “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Plan
that is intended to meet the requirements of Section 422 of the Code or any
successor provision thereto.


 


(p)       “Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Plan
that is not intended to be an Incentive Stock Option.


 


(q)       “Notice
Date” is defined in Section 6(g)(i) of the Plan.


 


(r)        “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


 


(s)       “Other
Stock-Based Award” shall mean any right granted under Section 6(f) of the
Plan.


 


(t)        “Participant”
shall mean any Employee granted an Award under the Plan.


 


(u)       “Performance
Award” shall mean any right granted under Section 6(d) of the Plan.


 


(v)       “Person”
shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, government or political
subdivision thereof or other entity.


 


(w)      “Restricted
Stock” shall mean any Share, prior to the lapse of restrictions thereon,
granted under Section 6(c) of the Plan.


 


(x)        “Rights
Agreement” shall mean the Rights Agreement, dated as of June 18, 1997,
between the Company and Computershare Investor Services, L.L.C., as Rights
Agent (successor Rights Agent to Harris Trust and Savings Bank), as amended.


 


(y)       “Rule
16b-3” shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act,
or any successor rule or regulation thereto as in effect from time to time.


 


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(z)        “SAR”
or “stock appreciation right”is further described in Section 6(b) of the
Plan and shall mean the right, subject to the provisions of this Plan, to
receive a payment in cash equal to the difference between the specified
exercise price of the SAR and the Fair Market Value of one Share.


 


(aa)     “SEC”
shall mean the Securities and Exchange Commission.


 


(bb)     “Settlement
Date” is defined in Section 6(g)(i) of the Plan.


 


(cc)     “Share”
or “Shares” shall mean the common stock of the Company, $0.01 par value,
and other securities or property that may become the subject of Awards or
become subject to Awards pursuant to an adjustment made under Section 4(c) of
the Plan.


 


(dd)     “Stock
Compensation” shall mean any right granted under Section 6(e) of the Plan.


 


(ee)     “Tax
Payment” is defined in Section 6(g)(ii) of the Plan.


 


SECTION
3.  Administration.


 


The Plan shall be administered by a committee composed solely of two or
more “Non-Employee Directors” (as defined in Rule 16b-3) of the Company
who are also “Outside Directors” (as defined in Section 162(m) of the
Code) of the Company, which Committee shall be, except as hereinafter set
forth, the Compensation Committee. In the event that the membership of the
Compensation Committee shall fail to meet the foregoing criteria, then
additional or different members of the Board of Directors shall be appointed by
the Board to act for purposes of administering this Plan so that the committee
administering this Plan shall consist solely of two or more “Non-Employee
Directors.”  Subject to the terms of the
Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
authority to:


 


(a)               designate
Participants;


(b)               determine
the type or types of Awards to be granted to an eligible Employee;


(c)               determine
the number of Shares to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection with, Awards;


(d)               determine
the terms and conditions of any Award and any subsequent amendments thereto;


(e)               determine
to what extent and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, other Awards or other property, or canceled,
forfeited, or suspended, and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended;


(f)                determine
to what extent and under what circumstances any amount payable (in whatever
form) with respect to an Award may be deferred either automatically or at the
election of the holder thereof or the Committee;


 


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(g)               provide
for the acceleration of any time period relating to the vesting, exercise or
realization of any Award so that the Award may be exercised or realized in full
on or before a date fixed by the Committee; the Committee may, in its discretion,
include other provisions and limitations in any Award Agreement as the
Committee may deem equitable and in the best interests of the Company;


(h)               interpret
and administer the Plan and any instrument or agreement relating to the Plan,
including Award Agreements.


(i)                establish,
amend, suspend, or waive any rules or regulations regarding the Plan, and
appoint any agent the Committee shall deem appropriate for the proper
administration of the Plan; and


(j)                make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other decisions with
respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time, and shall be final, conclusive, and binding
upon all Persons, including the Company, any Affiliate, any Participant, any
holder or beneficiary of any Award, any stockholder of the Company and any
Employee.


 


SECTION 4.  Shares and Other
Property Available For Awards.


 


(a)               Shares Available.  Subject to adjustment as provided in Section
4(c), the number of Shares with respect to which Awards may be granted under
the Plan shall be 3,000,000.  The maximum
aggregate number of Shares that may be awarded to any one Participant during
any calendar year shall not exceed 1,000,000 such Shares.


 


(b)               Sources of Shares
Deliverable Under Awards.  Any
Shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares.


 


(c)               Adjustments.  (i)  If
all or any portion of an Award vests or is exercised subsequent to any stock
dividend, rights distribution, split-up, recapitalization, combination or
exchange of shares, merger, consolidation, acquisition of property or stock,
spin-off or separation, reorganization, liquidation or other similar event (any
one of which being hereafter referred to as a AReorganization Event@), as a
result of which shares or other securities of any class or rights shall be
issued in respect of outstanding Shares, or Shares shall be changed into the
same or a different number of shares of the same or another class or classes or
other securities, the person exercising or otherwise entitled to such Award
shall receive, except as may be otherwise determined by the Committee:


 


(A)              for
the aggregate price payable upon such exercise of an Option, or upon vesting of
an Award (other than an Option) denominated in Shares (1) the aggregate
number and class of shares, rights or other securities for which a recognized
market exists, and (2) a cash amount equal to the fair market value (as
reasonably determined by the Committee) on such exercise or vesting date of any
other property (other than regular cash dividend payments) and of any shares,
rights or other securities for


 


4





















 


which no recognized market exists, which, if Shares (as authorized at
the date of the granting of such Award) had been acquired at the date of
granting of the Award for the same aggregate price (on the basis of the price
per share, if any, provided in the Award) and had not been disposed of, such
person or persons would be holding at the time of such exercise or vesting as a
result of such acquisition and any such Reorganization Event, and


 


(B)               a
cash amount upon the exercise of any SARs equal to the difference between the
aggregate grant price of such SARs and the aggregate of (1) the fair
market value, on the exercise date of any whole shares, rights or other
securities for which a recognized market exists, and (2) the fair market
value (as reasonably determined by the Committee) on such date of any other
property (other than regular cash dividend payments) which the holder of a
number of Shares equal to the number of such SARs, if such Shares had been
purchased at the date of granting of such SARs and not otherwise disposed of,
would be holding at the time of exercise of such SARs as a result of such
purchase and any such Reorganization Event;


 


provided, however,
that no fractional Share, fractional right or other fractional security shall
be issued upon any such exercise or vesting, and the aggregate price paid shall
be appropriately reduced to reflect any fractional Share, fractional right or
other fractional security not issued; and provided further,
however, that if the exercise or vesting of any Award subsequent to
any Reorganization Event would, pursuant to clause (A) of this
Section 4(c)(i), require the delivery of shares, rights or other
securities which the Company is not then authorized to issue or which in the
sole judgment of the Committee cannot be issued without undue effort or
expense, the person exercising or vesting in such Award shall receive, in lieu of
such shares, rights or other securities, a cash payment equal to the Fair
Market Value on the exercise or vesting date, as the case may be, as reasonably
determined by the Committee, of such shares, rights or other securities.  For purposes of applying the provisions of
this Plan, the Preference Share Purchase Rights distributed to stockholders of
the Company pursuant to the Rights Agreement shall be deemed not to have been
distributed until the Distribution Date (as defined in the Rights Agreement).


 


(ii)           In the event of any
change in the number of Shares outstanding resulting from a Reorganization
Event, the aggregate number and class of Shares remaining available to be
awarded under this Plan shall be that number and class which a person, to whom
an Award had been granted for all of the available Shares under this Plan on
the date preceding such change, would be entitled to receive as provided in
Section 4(c)(i).


 


(iii)          Upon the occurrence of
any Reorganization Event, the Committee shall be entitled (but shall not be
required) to determine that new Award Agreements shall be entered into with
Participants reflecting such event.


 


(d)               Share Counting.  For purposes of determining at any time the
number of Shares that remain available for grant under this Plan, the number of
Shares then authorized pursuant to


 


5





















 


Section 4 of the Plan
shall be (i) decreased by the “gross” number of Shares issued pursuant to
exercised Awards, (ii) decreased by the “gross” number of Shares issuable
pursuant to outstanding unexercised Awards, and (iii) increased by the number
of Shares to which a Participant shall have forfeited, voluntarily surrendered
or otherwise permanently lost his or her right to exercise or vest in an Award
under any provision of this Plan or otherwise. 
As used herein, the “gross” number of Shares refers to the maximum
number of Shares that may be issued upon the exercise of an Award. Should the
exercise price of an Award under the Plan be paid with shares of Common Stock
or should shares of Common Stock otherwise issuable under the Plan be withheld
by the Company in satisfaction of the withholding taxes incurred in connection
with the exercise or vesting of an Award, then the number of Shares available
for issuance under the Plan shall be reduced by the gross number of Shares for
which the Award is exercised or which vest under the stock issuance, and not by
the net number of Shares of Common Stock issued to the holder of such option.  The provisions above shall be applied in a
manner which will permit compensation generated under the Plan which is
intended to constitute “performance-based” compensation for purposes of Section
162(m) of the Code to be treated as such “performance-based” compensation.


 


SECTION
5.  Eligibility.


 


Any Employee who is (a) not a member of the Committee, and either (b)
an executive officer of the Company or an executive officer of a subsidiary of
the Company, or (c) a key employee of the Company or of a subsidiary of the
Company designated as such by the Committee, shall be eligible to be designated
a Participant by the Committee.


 


SECTION
6.  Awards.


 


(a)               Options. 
In determining that an eligible Employee shall be granted an Option, the
Committee shall determine, subject to the provisions of the Plan, the number of
Shares to be covered by each Option, the purchase price therefor and the
conditions and limitations applicable to the exercise of the Option, including
the following terms and conditions and any additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall determine.


 


(i)            Exercise Price.  The purchase price per Share purchasable
under an Option shall be determined by the Committee at the time each Option is
granted; provided, that the purchase price per Share shall not be less than
100% of Fair Market Value on the date of such grant.


 


(ii)           Incentive Stock Options.  The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the provisions of
Section 422 of the Code, or any successor provision, and any regulations
promulgated thereunder.


 


(b)               Stock Appreciation Rights.  Subject to the provisions of the Plan, in
determining that an eligible  Employee
shall be awarded SARs, the Committee shall determine the number of Shares to be
covered by each SAR Award, the grant price thereof and the conditions and
limitations applicable to the exercise thereof. 
SAR Awards shall be payable in cash or in stock, as determined by the
Committee, and may be granted in tandem with another Award, in addition to
another


 


6





















 


Award, or freestanding and
unrelated to another Award.  SARs granted
in tandem with or in addition to another Award may be granted either at the
same time as the other Award or at a later time.


 


(i)            Grant Price.  The grant price (strike price) of an SAR
shall be determined by the Committee, provided, that the grant price shall not
be less than 100% of Fair Market Value on the date of such grant.


 


(ii)           Other Terms and Conditions.  Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine, at or after the
grant of an SAR, the term, methods of exercise, and any other terms and
conditions of any SAR.


 


(c)               Restricted Stock.  Subject to the provisions of the Plan, in
determining that an eligible Employee shall be awarded Restricted Stock, the
Committee shall determine the number of Shares of Restricted Stock to be
granted to each Participant, the duration of the restriction period during
which, and the conditions under which, the Restricted Stock may be forfeited to
the Company, and the other terms and conditions of the Awards.


 


(i)            Dividends. 
Unless otherwise determined by the Committee, a Restricted Stock Award
shall provide for the payment of dividends during its restriction period.  Dividends paid on Restricted Stock may be
paid directly to the Participant, may be subject to risk of forfeiture, or may
be subject to transfer restrictions during any period established by the Committee,
all as determined by the Committee in its discretion.


 


(ii)           Registration.  Any Restricted Stock may be evidenced in any
manner deemed appropriate by the Committee, including book-entry registration
or the issuance of stock certificates. 
If any stock certificate is issued with respect to Restricted Stock, the
certificate shall be registered in the name of the Participant and may bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to the Restricted Stock.  The
Participant shall be entitled to exercise all voting rights with respect to the
Restricted Stock during the restriction period.


 


(iii)          Forfeiture.  Except as otherwise determined by the
Committee or the Chief Executive Officer, subject to Section 6(h)(vii)(D), upon
termination of a Participant’s employment with the Company for any reason, the
provisions of Section 6(h)(vii)(B) and (C) shall apply with respect to
Restricted Stock granted hereunder.


 


(iv)          Issuance of Shares.  Unrestricted Shares, evidenced in any manner
as the Committee shall deem appropriate, shall be nonforfeitable and shall be
issued to the Participant promptly after the applicable restrictions have
lapsed or otherwise terminated or been satisfied.


 


7





















 


(d)               Performance Awards.  The Committee shall have authority to
determine the Employees who may receive a Performance Award, which shall
consist of a right, denominated or payable in cash, Shares, other securities or
other property (including Restricted Stock), and that shall confer on the
holder thereof, rights valued at an amount determined by the Committee and
payable to or exercisable by the holder thereof, in whole or in part, upon the
achievement of prescribed performance goals during prescribed performance
periods as the Committee shall establish.


 


(i)            Terms and
Conditions.  Performance Awards shall
be based upon (A) achievement of a specified performance goal or goals
established by the Committee, and (B) certification by the Committee prior
to payment that the previously established performance goal(s) has been
met.  Performance goals under the Plan
shall be based upon any one or a combination of (1) the total stockholder
return (“TSR”) of the Company during a specified performance period, either
individually or in comparison with the TSR achieved by a specified group of
other companies (a “Target Group”) approved by the Committee, (2) the Company’s
return on equity (“ROE”) during a specified period, either individually or in
comparison with the ROE achieved by a Target Group, (3) the Company’s return on
investment (“ROI”) during a specified period, either individually or in
comparison with the ROI achieved by a Target Group, (4) the Company’s earnings
per Share during a specified period, or (5) the Company’s final or average
stock price compared with the stock price for an earlier specified date or
period.  For a given performance period, “TSR”
means the (x) the final stock price at the end of the performance period, plus
(y) the dividends paid during the performance period, divided by (z) the stock
price at the beginning of the performance period.  In addition to specifying the performance
goal(s) to be achieved during any performance period, the Committee shall also
specify the length of the performance period(s), the number of Shares subject
to any Performance Award and the amount of any payment or transfer to be made
pursuant to any Performance Award.  For
any Award that is intended to comply with Section 162(m) of the Code,
specification of the performance goal(s) shall be made either (aa) prior to the
beginning of the performance period, or (bb) not later than 90 days after
the commencement of the performance period, provided that the outcome as to the
attainment or non-attainment of the performance goal(s) is substantially
uncertain when the specification is made and that no more than 25% of the
performance period has elapsed.  The
Committee, in its sole discretion, may provide for a reduction in the value of
a Performance Award during the performance period and prior to certification
that the established performance goal(s) has been met.


 


(ii)           Payment of Performance Awards.  When earned, Performance Awards may be paid
in a lump sum or in installments following the close of the performance period
or, in accordance with procedures established by the Committee, on a deferred
basis.


 


(e)               Stock Compensation.  The Committee shall have authority to pay in
Shares all or any portion of the amounts payable under any compensation program
of the Company.  The number and type of
Shares to be distributed in lieu of the cash compensation applicable to any
Award, as well as the terms and conditions of any bonus awards, shall be
determined by the Committee.


 


8





















 


(f)                Other Stock-Based Awards.  The Committee is hereby authorized to grant
to eligible Employees an “Other Stock-Based Award,” which shall consist of a
right


 


(i)            that is not an Award
or right described in Section 6(a), (b), (c), (d), or (e) above, and


 


(ii)           that is denominated or
payable in, valued in whole or in part by reference to, or otherwise based on
or related to, Shares (including securities convertible into Shares), as are
deemed by the Committee to be consistent with the purposes of the Plan; provided,
that any such rights must comply, to the extent deemed desirable by the
Committee, with Rule 16b-3 and applicable law. 
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of any Other Stock-Based
Award.


 


(g)               Exercise of Option or SAR Awards.


 


(i)            Notice. 
Unless otherwise prescribed by the Committee, Awards may be exercised
only by written notice of exercise (the “Exercise Notice”), in the form
prescribed by the Committee, delivered to the Company to the Financial Benefit
Plan Administration Manager or other Company official administering the Plan,
and signed by the Participant or the representative or transferee thereof.  The date on which the Exercise Notice is
delivered to the Company shall be the “Notice Date.”  The Exercise Notice shall specify a date (the
“Settlement Date”), not less than five business days nor more than ten business
days following the Notice Date, upon which the Shares or other rights shall be
issued or transferred to the Participant (or other person entitled to exercise
the Award) and the Award’s exercise price shall be paid to the Company.


 


(ii)           Payment. 
Unless otherwise prescribed by the Committee, on the Settlement Date,
the person exercising an Award shall tender to the Company full payment for the
Shares or other rights with respect to which the Award is exercised, together
with an additional amount equal to the amount of any taxes required to be
collected or withheld by the Company in connection with the exercise of the
Award (the “Tax Payment”).


 


(iii)          Tax Payment Election.  Subject to the approval of the Committee, and
to any rules and limitations as the Committee may adopt, a person exercising an
Award may make the Tax Payment in whole or in part by electing, at or before
the time of exercise of the Award, either (A) to have the Company withhold from
the number of Shares otherwise deliverable a number of Shares whose value
equals the Tax Payment, or (B) to deliver certificates for other Shares owned by
the person exercising the Award, endorsed in blank with appropriate signature
guarantee, having a value equal to the amount otherwise to be collected or
withheld.  Following any election to
withhold Shares or deliver other Shares to make a Tax Payment, the Committee
shall have sole discretion to approve or disapprove the election at any time
prior to the Settlement Date.  If the
election is disapproved, the Tax Payment shall be made in cash, or in any
combination of cash and Shares as the Committee may direct.  If the Committee shall fail to disapprove the
election prior to the Settlement Date, the election will be deemed approved.


 


9





















 


(iv)          Payment with Stock.  Subject to approval by the Committee, a
person exercising an Award for the receipt of Shares may pay for the Shares by
tendering to the Company other Shares legally and beneficially owned by that
person at the time of the exercise of the Award. If approved by the Committee,
this method of exercise may include use of a procedure whereby a person
exercising an Award may request that Shares received upon exercise of a portion
of an Award be automatically applied to satisfy the exercise price for
additional and increasingly larger portions of the Award.  The certificate(s) representing any Shares
tendered in payment of an Award’s exercise price must be accompanied by a stock
power duly executed with appropriate signature guarantees.  The Committee may, in its sole discretion,
refuse any tender of Shares in which case the Company shall promptly redeliver
the Shares to the person exercising the Award and notify the person of the
refusal as soon as practicable.  In this
event, the person may either (A) tender to the Company on the Settlement Date
the cash amount required to pay for the Award’s Shares, or (B) rescind the
Exercise Notice.  If the person elects to
rescind his or her Exercise Notice, the person may again (subject to the other
terms of this Plan) deliver an Exercise Notice with respect to the Award at any
time prior to its expiration date.


 


(v)           Valuation. 
Any calculation with respect to a Participant’s income, required tax
withholding or other matters required to be made by the Company upon the
exercise of an Award shall be made using the Fair Market Value of the Shares on
the Notice Date, whether or not the Exercise Notice is delivered to the Company
before or after the close of trading on that date, unless otherwise specified
by the Committee. Notwithstanding the foregoing, for Option exercises using the
Company’s “same-day-sale for cash method” or “broker sale for stock method,” a Participant’s taxable gain
and related tax withholding on the exercise will be calculated using the actual
market price at which Shares were sold in the transaction.


 


(vi)          Rights as Stockholder. Except as
provided in Section 6(c) of this Plan, until the issuance of the stock
certificate(s) for Shares purchased hereunder (as evidenced by the appropriate
entry on the books of the Company or any authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder of
the Company shall exist with respect to such Shares, notwithstanding the
exercise of any Award.  No adjustment
will be made for a dividend or other rights for which the record date is prior
to the date the stock certificates evidencing such Shares are issued, except as
otherwise provided in this Plan.


 


(h)               General.


 


(i)            Grants. 
Awards may be granted, in the discretion of the Committee, either alone
or in addition to, in tandem with, or in substitution for any other Award
granted under the Plan or any award granted under any other plan of the Company
or any Affiliate.  Awards granted in
addition to or in tandem with other Awards or awards granted under any other
plan of the Company or any Affiliate may be granted either at the same time as
or at a different time from the grant of other Awards or awards.  The Committee may make the grant of any award
subject to prior stockholder approval of the Plan, but any Award so granted by
the Committee shall then be contingent upon stockholder approval of the Plan.


 


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(ii)           Forms of Payment by Company.  Subject to the terms of the Plan and of any
applicable Award Agreement, payments or transfers to be made by the Company or
an Affiliate upon the grant, exercise or payment of an Award may be made in any
form as the Committee shall determine, including cash, Shares, other
securities, other Awards or other property, or any combination thereof, and may
be made in a single payment or transfer, in installments, or on a deferred
basis, in each case in accordance with rules and procedures established by the
Committee.  These rules and procedures
may include, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments.


 


(iii)          Limits on Transfer.  Each Award, and each right under any Award,
shall be exercisable only by the Participant during the Participant’s lifetime,
or if permissible under applicable law, (A) upon Participant’s death, by
the Participant’s beneficiary, (B) for
Option Awards other than an Incentive Stock Option Award, by an immediate
family member as a transferee receiving the Award pursuant to a gift, or
(C) by any transferee authorized by the Committee.  Upon the Participant’s death, each Award, and
each right under any Award, shall be exercisable by the Participant’s
beneficiary designated under the Valero Energy Corporation Beneficiary
Designation Form, or if there is no such designation, by the beneficiary
designated in the Participant’s will, or if there is no will, by the laws of
descent and distribution. Without prior written approval from the Committee, no
Award, and no right under any Award, may be assigned, pledged, sold or
otherwise transferred or encumbered by a Participant otherwise than as provided
in this Section and any purported assignment, pledge, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate.


 


(iv)          Term of Awards.  The term of each Award shall be for the
period determined by the Committee; provided, that in no event shall the term
of any Incentive Stock Option exceed a period of 10 years from the date of
its grant.


 


(v)           Share Certificates.  All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to (A) all stop
transfer orders and other restrictions as the Committee may deem advisable
under the Plan, (B) the rules, regulations, and other requirements of the
SEC and any stock exchange upon which the Shares or other securities are then
listed, (C) and any applicable federal or state laws.  The Committee may cause a legend or legends
to be put on any stock certificates to make appropriate reference to applicable
restrictions.


 


(vi)          Delivery of Shares or Other
Securities and Payment of Consideration.  No Shares or other securities shall be
delivered pursuant to any Award until payment in full of any amount required to
be paid pursuant to the Plan or the applicable Award Agreement is received by
the Company.  Payment may be made in any
form or method prescribed by the Committee, including cash, Shares, other
securities, other Awards or other property, or any combination thereof,
provided that the combined value, as determined by the Committee, of all cash
and cash equivalents and the Fair Market Value of any Shares or other property
tendered to the Company as of the date of such tender, is at least equal to the
full amount required to be paid.


 


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(vii)         Termination of Employment.


 


(A)          Except as
otherwise provided in the Plan, or otherwise determined by the Committee and
included in the applicable Award Agreement, an Option, SAR or Other Stock Based
Award having an exercise provision (each an “Exercisable Award”) vests to
and/or may be exercised by a Participant only while the Participant is and has
continually been since the date of the grant of the Exercisable Award an
Employee.  If a Participant’s employment
with the Company is voluntarily terminated by the Participant (other than
through retirement, death or disability; see sub-Section (C) below), or is
terminated by the Company for Cause, then any Exercisable Award previously
granted to that Participant under the Plan which remains unexercised, whether
vested or unvested, shall automatically lapse and be forfeited at the close of
business on the date of the Participant’s termination of employment.  If a Participant’s employment is
involuntarily terminated by the Company other than for Cause, (1) that
portion of any Exercisable Award which has not vested on or prior to such date
of termination shall automatically lapse and be forfeited, and (2) all
vested but unexercised Exercisable Awards previously granted to that
Participant under the Plan shall automatically lapse and be forfeited at the
close of business on the last business day of the twelfth month following the
date of Participant’s termination (or, in the case of an Incentive Stock Option
Award, 12 months after the Participant’s termination by reason of death or
disability, or 3 months after any other termination), unless an Exercisable
Award sooner expires according to its original terms.


 


(B)           Except as otherwise
provided in the Plan, or otherwise determined by the Committee and included in
the applicable Award Agreement, if a Participant’s employment with the Company
is voluntarily terminated by the Participant (other than through retirement,
death or disability; see sub-Section (C) below), or is terminated by the
Company for Cause or without Cause, then any Restricted Stock or Performance
Award  previously granted to that
Participant under the Plan which remains unvested, shall automatically lapse
and be forfeited at the close of business on the date of the Participant’s
termination of employment.


 


(C)           Except as otherwise
provided in the Plan, or otherwise determined by the Committee and included in
the applicable Award Agreement, if a Participant’s employment is terminated
because of retirement, death or disability (with the determination of
disability to be made within the sole discretion of the Committee), any Award
held by the Participant shall remain outstanding and vest or become exercisable
according to the Award’s original terms; provided, however, that any Restricted
Stock held by the Participant which remains unvested as of the date of
retirement, death or disability shall immediately vest and become
non-forfeitable as of such date.


 


(D)          The Committee or the
Chief Executive Officer may prescribe new or additional terms for the vesting,
exercise or realization of any Award; provided, however, that, in accordance
with Article III. Section 4 of the Company’s Bylaws, any such action with
respect to the Chief Executive Officer or the President must be approved by the
Board of Directors  and any such action
with respect to a Participant subject to Section 16 of the Exchange Act must be
approved by the Committee.


 


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(viii)        Award Agreements.  Awards shall be evidenced by Award Agreements
having terms and conditions, not inconsistent with the Plan, as prescribed by
the Committee.  Award Agreements need not
be uniform.


 


(ix)           Deferral of Receipt.  By filing a written request with the
Committee or the Company not later than December 31st of any calendar
year, a Participant may elect to defer receipt of all or any portion of any
stock to be awarded pursuant to a Restricted Stock award, Performance Award or
Other Stock-Based Award which, absent such election, the Participant would be
entitled to receive during the calendar year following the Participant’s
request (hereafter referred to as the “Deferred Award”).  The Deferred Award will be delivered to the
Participant on January 2nd of the second calendar year following the
calendar year in which the deferral election is made.  Successive elections may be made with respect
to the same Deferred Award to defer from year to year the receipt of such
Deferred Award.  Each Participant shall
be solely responsible for determining the personal income tax effect of making
any deferral election; the Company makes no representation that such election
shall have the effect of deferring receipt of any income attributable to the
Deferred Award for federal income tax purposes.


 


SECTION 7.  Amendment and
Termination.


 


Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:


 


(a)               Amendments to the Plan.  The Committee or the Board may amend, suspend
or terminate the Plan without the consent of any stockholder, Participant,
other holder or beneficiary of an Award, or other Person; provided that
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the stockholders of the Company no amendment, suspension, or
termination may be made that would:


 


(i)            materially increase
the total number of Shares available for Awards under the Plan (except as
provided in Section 4);


 


(ii)           change the class of
employees eligible to receive Awards under the Plan; or


 


(iii)          permit Awards
encompassing rights to purchase Shares to be granted with a per Share grant,
exercise or purchase price of less than the Fair Market Value of a Share on the
date of grant thereof.


 


(b)               Amendments to Awards.  The Committee may waive any conditions or
rights under, amend any terms of, or alter any Award theretofore granted;
provided that, no change in any Award shall reduce the benefit accruing to any
Participant without the consent of the Participant; and provided further that,
no amendment, without the approval of the stockholders, may be made to any
outstanding Option to lower the purchase price per Share under that Option (or
to cancel and replace any outstanding Option with a new Option having a lower
purchase price per Share).


 


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(c)               Unusual or Nonrecurring Events.  The Committee is hereby authorized to make
adjustments in the terms, conditions, and criteria of Awards in recognition of
unusual or nonrecurring events (including the events described in Section 4(c)
of the Plan) affecting the Company, any Affiliate, or the financial statements
of the Company or any Affiliate, or in recognition of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.  Notwithstanding the
foregoing, with respect to any Award intended to qualify as performance-based
compensation under Section 162(m) of the Code, no adjustment shall be
authorized to the extent the adjustment would cause the Award to fail to
qualify unless otherwise determined in the sole discretion of the Committee.


 


SECTION
8.  Change Of Control.


 


(a)               Effect. 
If a Change of Control shall occur, each Award held by a Participant
pursuant to the Plan shall remain in full force and effect until the earlier of
(i) the expiration date of the Award, or (ii) 90 days following the
Participant’s date of termination of employment with the Company.


 


(b)               Defined.  A Change of Control shall be deemed to occur
when:


 


(i)            the stockholders of
the Company approve any agreement or transaction pursuant to which:  (A) the Company will merge or
consolidate with any other Person (other than a wholly owned subsidiary of the
Company) and will not be the surviving entity (or in which the Company survives
only as the subsidiary of another entity); (B) the Company will sell all or
substantially all of its assets to any other Person (other than a wholly owned
subsidiary of the Company); or (C) the Company will be liquidated or
dissolved; or


 


(ii)           any “person” or “group”
(as these terms are used in Section 13(d) and 14(d) of the Exchange Act) other
than the Company, any subsidiary of the Company, any employee benefit plan of
the Company or its subsidiaries, or any entity holding Shares for or pursuant
to the terms of such employee benefit plans, is or becomes an “Acquiring Person”
as defined in the Rights Agreement (or any successor Rights Agreement) (or, if
no Rights Agreement is then in effect, such person or group acquires or holds
such number of shares as, under the terms and conditions of the most recent
such Rights Agreement to be in force and effect, would have caused such person
or group to be an “Acquiring Person” thereunder); or


 


(iii)          any “person” or “group”
shall commence a tender offer or exchange offer for 15% or more of the Shares
then outstanding, or for any number or amount of Shares which, if the tender or
exchange offer were to be fully subscribed and all Shares for which the tender
or exchange offer is made were to be purchased or exchanged pursuant to the
offer, would result in the acquiring person or group directly or indirectly
beneficially owning 50% or more of the Shares then outstanding; or


 


14





















 


(iv)          individuals who, as of
any date, constitute the Board (the “Incumbent Board”) thereafter cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person or group other than the Board; or


 


(v)           the occurrence of the
Distribution Date (as defined in the Rights Agreement); or


 


(vi)          any other event
determined by the Board or the Committee to constitute a “Change of Control”
hereunder.


 


(c)               Actions of Committee.  In addition to the Committee’s authority set
forth in Section 7(c) of the Plan, in order to maintain the Participants’
rights in the event of any Change of Control, the Committee, as constituted
before the Change of Control, is hereby authorized, and has sole discretion, as
to any Award, either at the time the Award is made hereunder or any time
thereafter, to take any one or more of the following actions:


 


(i)            provide for the
acceleration of any time periods relating to the vesting, exercise or
realization of the Award so that the Award may be exercised or realized in full
on or before a date fixed by the Committee;


 


(ii)           provide for the
purchase of any Award, upon the Participant’s request, for an amount of cash
equal to the amount that could have been attained upon the exercise of the
Award or realization of the Participant’s rights in the Award had the Award
been currently exercisable or payable;


 


(iii)          adjust any outstanding
Award as the Committee deems appropriate to reflect the Change of Control; or


 


(iv)          cause any outstanding
Award to be assumed, or new rights substituted therefor, by the acquiring or
surviving corporation after the Change of Control.  The Committee may in its discretion include
other provisions and limitations in any Award Agreement as it may deem
equitable and in the best interests of the Company.


 


15





















 


SECTION
9.  General Provisions.


 


(a)               No Rights to Awards.  No Employee, Participant or other Person
shall have any claim to be granted any Award. 
The Committee is not required to treat uniformly the Employees,
Participants, or holders or beneficiaries of Awards when making grants of
Awards under the Plan.  The terms and
conditions of Awards are not required to be the same with respect to each
recipient.


 


(b)               Delegation.  Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more officers or managers
of the Company or any Affiliate, or to a committee of such officers or
managers, the authority, subject to the terms and limitations the Committee
shall determine, to grant Awards to, or to cancel, modify or waive rights with
respect to, or to amend, suspend, or terminate Awards held by, Employees who
are not deemed “officers” or “directors” of the Company for purposes of Section
16 of the Exchange Act, or who are otherwise not subject to Section 16.


 


(c)               Withholding.  The Company or any Affiliate is hereby
authorized to withhold from any Award, from any payment due or transfer made
under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes with respect to
an Award, its exercise, the lapse of restrictions thereon, payment or transfer
under an Award or under the Plan, and to take any other action necessary in the
opinion of the Company to satisfy all obligations for the payment of the taxes.


 


(d)               No Limit on Other
Compensation Arrangements. 
Nothing contained in the Plan shall prevent the Company or any Affiliate
from adopting or continuing in effect any other compensation arrangements.


 


(e)               No Right to
Employment.  The grant of an Award
shall not be construed as creating a contract of employment or giving
Participant the right to be retained in the employ of the Company or any
Affiliate.  Further, the Company or an
Affiliate may at any time dismiss a Participant from employment, free from any
liability or any claim under the Plan, unless otherwise expressly provided in
the Plan or in any Award Agreement.


 


(f)                Governing Law.  The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Texas and applicable federal law.


 


(g)               Severability.  If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.


 


16





















 


(h)               NYSE Listing and Other Laws
and Regulations.  Notwithstanding
anything to the contrary contained in this Plan, in any Award, or any Award
Agreement or other agreement entered into under this Plan, the grant or making
of any Award shall be conditional and shall be granted or awarded subject to
acceptance of the shares of Common Stock deliverable pursuant to the Award for
listing on the NYSE.  The Committee may
refuse to issue or transfer any Shares or other consideration under an Award
if, acting in its sole discretion, it determines that the issuance or transfer
of the Shares or other consideration might violate any applicable law or
regulation, violate any regulation for admission or trading on the NYSE, or
entitle the Company to recover any consideration or proceeds under
Section 16 of the Exchange Act, and any payment tendered to the Company by
a Participant, other holder or beneficiary in connection with the exercise of
such Award shall be promptly refunded.


 


(i)                No Trust or Fund Created.  Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or any
fiduciary relationship between the Company or any Affiliate and a Participant
or any other Person.  To the extent that
any Person acquires a right to receive payments from the Company or any
Affiliate pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company or any Affiliate.


 


(j)                No Fractional Shares.  No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.


 


(k)               Code Section
162(m).  It is intended for the Plan
to meet the requirements of Section 162(m) of the Code so that the Committee
may, in its discretion, make Awards of Options, Stock Appreciation Rights and
Performance Awards that constitute “performance-based” compensation within the
meaning of such section.  If any
provision of the Plan would not otherwise permit the Plan to meet the
requirements of Section 162(m) of the Code, such provision shall be construed
or deemed amended to conform with the requirements of such section; provided
that, no such construction or amendment shall have an adverse effect on the
economic value of any Award previously granted hereunder.


 


(l)                Headings. 
Headings are given to the Sections and subsections of the Plan solely as
a convenience to facilitate reference. 
The headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.


 


(m)              Construction.  Use of the term “including” in this Plan
shall be construed to mean “including but not limited to.”


 


17





















 


SECTION 10.  Effective Date of
the Plan.


 


The Plan shall be effective May 10, 2001, provided the Plan is approved
by the stockholders of the Company.


 


SECTION
11.  Term of the Plan.


 


The Plan shall expire on May 10, 2011. 
However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award made prior to, and outstanding on such
date, shall remain valid in accordance with its terms and conditions, and the
authority of the Board or the Committee to amend, suspend, or terminate any
such Award or to waive any conditions or rights under any such Award in
accordance with the Plan, shall extend beyond such date.


 


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