exv10w02



 





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 «First_Name» «Middle_Name» «Last_Name», 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 «Option_Date», Employee was awarded «Shares_Granted» 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_Period_1»
shares on «Vest_Date_Period_1»; «Shares_Period_2» shares on «Vest_Date_Period_2»;
«Shares_Period_3» shares on «Vest_Date_Period_3»; «Shares_Period_4» shares on
«Vest_Date_Period_4»; and «Shares_Period_5» shares on «Vest_Date_Period_5». 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.



     5. Code Section 409A. The issuance of shares under this Award shall be made on or as
soon as reasonably practical following the applicable date of vesting, but in any event no later
than the 15th day of the third month following the end of the year in which the applicable date of
vesting occurs. With respect to the receipt of dividends, the payment of dividends shall be made
by the last day of the fiscal quarter during which dividends on Valero Common Stock are paid, but
in any event by no later than the 15th day of the month following the end of the year in which the
applicable dividends on Valero Common Stock are paid. This Agreement and the award evidenced
hereby are intended to comply, and shall be administered consistently, in all respects with Section
409A of the Internal Revenue Code and the regulations promulgated thereunder. If necessary in
order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by
the Internal Revenue Service.



     EFFECTIVE as of the «Option_Date»th day of «Option_Date», «Option_Date».



	 	 	 	 	 
	 	VALERO ENERGY CORPORATION

 	 
	 	
 	 
	 	Roy M. (Mike) Crownover, Sr. 	 
	 	Vice President-Human Resources 	 
	 
	 	                                                                                                                        

«First_Name» «Middle_Name» «Last_Name» 

Employee