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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
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