Exhibit 10.02


 


RESTRICTED STOCK AGREEMENT


Valero Energy Corporation 2005
Omnibus Stock Incentive Plan


 


This Restricted Stock Agreement (“Agreement”) is
between Valero Energy Corporation, a Delaware corporation (“Valero”), and                         ,
an employee of Valero Energy Corporation or one of its Affiliates (“Employee”),
who agree as follows:


 


1.             Introduction. 
Pursuant to the Valero Energy Corporation 2005
Omnibus Stock Incentive Plan (the “Plan”), on                       ,
2005, Employee was awarded                       
shares of Common Stock of Valero under the Plan to Employee as “Restricted
Stock” (as defined in the Plan).  The
parties hereby enter into this Agreement to evidence the terms, conditions and
restrictions applicable to the Restricted Stock.


 


2.             The Plan, Restrictions, Vesting.  The
Plan is incorporated herein by reference for all purposes, and Employee hereby
agrees to the terms and conditions stated therein applicable to the Restricted
Stock and the rights and powers of Valero and the Compensation Committee as
provided therein.  In addition, Employee
agrees as follows:


 


2.01  Except to the extent otherwise provided in
the Plan or this Agreement, shares of Restricted Stock issued to Employee under
the Plan may not be sold, exchanged, pledged, hypothecated, transferred,
garnished or otherwise disposed of or alienated prior to vesting.


 


2.02  Employee’s rights to and interest in the
shares of Restricted Stock described herein shall vest and accrue to Employee
in the following increments:           
shares on           , 20      ;
             shares
on                 ,
20      ;               
shares on                   ,
20      ;                 
shares on               ,
20      ; and                 
shares on               ,
20        .  The restrictions
described in Section 2 of this Agreement shall terminate prior to the
expiration of such five-year period (i) upon the retirement, death or
total and permanent disability of Employee, or (ii) if a Change of Control
with respect to Valero should occur, as set forth in Article 15.4 of the
Plan.  In the event Employee’s employment
with Valero is terminated, the provisions set forth in Article 9 of the
Plan shall apply.


 


2.03  Employee agrees that in lieu of certificates
representing Employee’s shares of Restricted Stock, the Restricted Stock and
any Shares issuable in connection with their vesting may be issued in
uncertificated form pursuant to the Direct Registration Service 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 Employee 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


 


3.             Limitation.  The Employee shall have no
rights with respect to any shares of Restricted Stock not expressly conferred
by the Plan or this Agreement.


 


4.             Miscellaneous.  All
capitalized terms contained in this Agreement shall have the definitions set
forth in the 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                           ,
20            .


 


	
   

  	
  VALERO ENERGY CORPORATION

  
	
   

  	
   

  
	
   

  	
  /s/ Roy M. (Mike) Crownover, Sr.

  	
   

  
	
   

  	
  Roy M. (Mike) Crownover, Sr.

  
	
   

  	
  Vice President-Human Resources

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee