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Exhibit
10.01
VALERO ENERGY
CORPORATION
RESTRICTED STOCK
PLAN
for
NON-EMPLOYEE
DIRECTORS
Adopted April 23,
1997,
as amended and restated
through January 1, 2007
RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
TABLE OF CONTENTS
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| 1. |
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Purpose and Effective Date of Plan. |
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| 2. |
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Certain Definitions. |
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| 3. |
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Shares
Subject to the Plan. |
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| 4. |
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Eligibility. |
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3 |
| 5. |
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Automatic Grants to Non-Employee Directors. |
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| 6. |
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Administration of the Plan. |
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4 |
| 7. |
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Restrictions Applicable to Restricted
Shares. |
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5 |
| 8. |
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Forfeiture, Completion of Restriction
Period. |
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7 |
| 9. |
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Adjustment in Event of Changes in Common
Stock. |
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| 10. |
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Non-Alienation of Benefits. |
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| 11. |
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Appointment of Attorney-in-Fact. |
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| 12. |
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Withholding Taxes. |
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| 13. |
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Amendment and Termination of Plan. |
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| 14. |
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[reserved] |
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| 15. |
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Government and Other Regulations. |
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| 16. |
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No
Right to Nomination. |
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| 17. |
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Non-Exclusivity of Plan. |
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| 18. |
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Governing Law. |
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| 19. |
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Miscellaneous Provisions. |
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VALERO ENERGY
CORPORATION
Restricted Stock Plan
for Non-Employee Directors
| 1. |
Purpose and Effective Date of Plan. The purpose of this
Plan is to supplement the compensation paid to Non-Employee
Directors, to increase their proprietary interest in the Company,
to attract and retain persons of outstanding caliber to serve as
directors of the Company and to enhance their identification with
the interests of the Company’s stockholders through ownership
of Common Stock. The Effective Date of this Plan is July 31,
1997. Shares awarded under the Plan shall be in addition to, and
shall not replace, any cash or other compensation arrangement
available to Non-Employee Directors. |
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(a) |
“Annual Meeting” shall mean the annual meeting of
stockholders for election of directors of the Company. In the event
of any adjournment of any such meeting, the date on which the
inspectors appointed for such meeting declare directors to have
been elected shall be deemed the meeting date for purposes of the
Plan. |
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(b) |
“Board” shall mean the board of directors of the
Company. |
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(c) |
“Common Stock” shall mean the common stock, $0.01
par value, of the Company. |
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(d) |
“Company” shall mean Valero Energy Corporation, a
Delaware corporation. |
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(e) |
“Compensation Committee” shall mean the
Compensation Committee of the Board. |
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(e-1) |
“Effective Date” shall mean July 31,
1997. |
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(f) |
“Employee Director” shall mean a member of the
Board who is an employee of the Company or any subsidiary of the
Company. |
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(g) |
“Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended. |
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(h) |
“Fair Market Value” shall mean the average of the
high and low sales prices of the Common Stock on a Grant Date (or
if Common Stock was not traded on such day, the first day following
the Grant Date on which Common Stock was traded) as reported on the
New York Stock Exchange. |
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(i) |
“Grant Date” shall mean the date on which
Restricted Shares are awarded to a Non-Employee Director pursuant
to Paragraph 5. |
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(j) |
“Mandatory Retirement Policy” shall mean the
retirement policy set forth in Article I, Section 6, of
the Corporate Governance Guidelines of the Company, or any
successor policy. |
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(k) |
“Non-Employee Director” shall mean a member of the
Board who is not an employee of the Company or any subsidiary of
the Company. |
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( l ) |
“Participant” shall have the meaning given in
Paragraph 5(c). |
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(m) |
“Plan” shall mean this Restricted Stock Plan for
Non-Employee Directors. |
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(n) |
“Restriction Period” shall mean the period of time,
as specified in Paragraph 7(c), applicable to Restricted
Shares granted under the Plan. |
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( o ) |
“Restricted Shares” shall mean shares of Common
Stock granted to a Non-Employee Director pursuant to Paragraph
5. |
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(p) |
“Restricted Shares Agreement” shall mean the
agreement described in Paragraph 5(c). |
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(q) |
“Retained Distributions” shall mean distributions
that are retained by the Company pursuant to Paragraph
7(e)(ii). |
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(r) |
“Share” means a share of Common Stock. |
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(s) |
“Subsidiary of the Company” shall mean any
corporation, partnership or other entity in which the Company owns,
directly or indirectly, a controlling interest. |
| 3. |
Shares Subject to the Plan. |
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(a) |
Subject to the provisions of Paragraph 9 below, the
maximum aggregate number of shares of Common Stock that may be
granted under the Plan shall be 100,000 Shares (pre-split),
provided, however, that any Restricted Shares granted under the
Plan that are forfeited pursuant to the terms of the Plan or
otherwise surrendered shall again become available for grant under
the Plan. Shares withheld by the Company, or delivered to the
Company, to pay taxes pursuant to Paragraph 12 shall not be
available for additional grants under the Plan. |
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(b) |
The Restricted Shares may be, in whole or in part, authorized
but unissued shares of Common Stock or shares of Common Stock
previously issued and outstanding and reacquired by the
Company. |
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(c) |
The Company shall not be required to issue fractional Shares,
and in lieu thereof any fractional Shares shall be rounded to the
next higher number of whole Shares. |
| 4. |
Eligibility. The only persons eligible to participate in
the Plan shall be Non-Employee Directors. An Employee Director who
retires from employment with the Company or any Subsidiary of the
Company shall be (without further action by the Committee) eligible
to participate in the Plan and shall be entitled to receive a grant
of Restricted Shares immediately upon the commencement of his or
her service as a Non-Employee Director. |
| 5. |
Automatic Grants to Non-Employee Directors. |
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(a) |
On the date of each Annual Meeting, each Non-Employee Director
who is elected as a Non-Employee Director at the Annual Meeting or
whose term of office otherwise continues following the date of the
Annual Meeting shall thereupon receive an automatic grant of
Restricted Shares valued at $80,000 in the aggregate based upon the
Fair Market Value of a Share on such Grant Date. |
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(b) |
Each person who is first elected or appointed as a Non-Employee
Director on a date other than the date of an Annual Meeting shall
automatically receive, on the date so elected or appointed, a
pro-rata grant of Restricted Shares (as compared to the annual
grant of Restricted Shares described in Paragraph 5(a) above)
valued (based upon the Fair Market Value of a Share on the Grant
Date) at an amount equal to $80,000 multiplied by a number equal to
the quotient of the whole number of months (rounding upward for
fractional months) until the next Annual Meeting divided
by 12. |
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(c) |
The officers of the Company shall promptly cause the Company to
enter into an agreement with each Non-Employee Director who is
granted Restricted Shares pursuant to this Paragraph 5
(“Restricted Share Agreement”), and shall cause the
Company to issue such Restricted Shares, all without further action
by the Company, the Board, the Compensation Committee or the
Special Committee. Each Non-Employee Director receiving an
automatic grant of Restricted Shares pursuant to this
Paragraph 5 is referred to herein as a
“Participant.” The execution and delivery of a
Restricted Shares Agreement shall be a condition precedent to the
issuance of Restricted Shares to a Participant. |
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| 6. |
Administration of the Plan. |
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(a) |
Except as otherwise set forth herein, the Plan shall be
administered by the Compensation Committee, as appointed and
constituted from time to time by the Board so long as the
Compensation Committee is composed solely of two or more
“Non-Employee Directors” (as defined in Rule 16b-3
under the Exchange Act). In the event the Compensation Committee
shall fail to meet the foregoing criteria, then additional or
different persons shall be appointed by the Board for purposes of
administering this Plan so that the committee administering this
Plan shall be composed solely of two or more Non-Employee Directors
(as defined in Rule 16b-3). |
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(b) |
In connection with its administration of this Plan, the
Compensation Committee is empowered to: |
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(i) |
Make rules and regulations for the administration of the Plan
that are not inconsistent with the terms and provisions of this
Plan; |
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(ii) |
Construe all terms, provisions, conditions and limitations of
the Plan in good faith, and adopt amendments to the
Plan; |
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(iii) |
Make equitable adjustments for any mistakes or errors in the
administration of this Plan or deemed to be necessary as the result
of any unusual situation or any ambiguity in the Plan; |
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(iv) |
Select, employ and compensate, from time to time, consultants,
accountants, attorneys and other agents and employees as the
Compensation Committee may deem necessary or advisable for the
proper and efficient administration of this Plan. |
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(c) |
The foregoing list of express powers granted to the
Compensation Committee upon the adoption of this Plan is not
necessarily intended to be either complete or exclusive, and the
Compensation Committee shall, in addition to the specific powers
granted by this Plan, have such powers not inconsistent with the
Plan or Rule 16b-3, whether or not expressly authorized
herein, which it may deem necessary, desirable, advisable, proper,
convenient or appropriate for the supervision and administration of
this Plan. Except as otherwise specifically provided herein, the
decisions and judgment of the Compensation Committee on any
question or claim arising hereunder shall be final, binding and
conclusive upon the Participants and all persons claiming by,
through or under a Participant. |
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(d) |
Notwithstanding the foregoing, the Compensation Committee shall
have no authority to exercise discretion with respect to the
selection of any Non-Employee Director as a Participant in the
Plan, the determination of the number of Restricted Shares that are
allocated to any such Non-Employee Director or the terms or
conditions of any such allocation, and shall have no authority to
amend any provision of the Plan relating to eligibility for
participation in the Plan, the amount or timing of grants under the
Plan or the imposition or removal of restrictions on the vesting of
Restricted Shares. |
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(e) |
Distributions of Shares may, as the Compensation Committee
shall in its sole discretion determine, be made from authorized but
unissued Shares or from treasury or reacquired Shares. |
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| 7. |
Restrictions Applicable to Restricted
Shares. |
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(a) |
All Restricted Shares granted pursuant to Paragraph 5 of
the Plan shall be subject to the risk of forfeiture during the
applicable Restriction Period. The Restriction Period for each
grant of Restricted Shares shall commence on the Grant
Date. |
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(b) |
The Restriction Period for Restricted Shares granted to a
Non-Employee Director shall end and the Restricted Shares and any
related Retained Distributions shall become nonforfeitable on the
earlier of any of the following events: |
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(i) |
The date a Non-Employee Director ceases to be a Director of the
Company by reason of the Mandatory Retirement Policy; |
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(ii) |
The date a Non-Employee Director completes his or her tenure as
a Director of the Company as provided in the bylaws of the Company
and declines to stand for reelection; |
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(iii) |
The date a Non-Employee Director, having been nominated for and
having agreed to stand for reelection, is not reelected by the
stockholders of the Company to serve as a member of the
Board; |
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(iv) |
The date of the death of a Non-Employee Director; |
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(v) |
The date a Non-Employee Director certifies in writing to the
Company that he or she is resigning as a member of the Board due to
medical or health reasons which render such Non-Employee Director
unable to continue to serve as a member of the Board; |
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(vi) |
Subject to the provisions of and definitions contained in
Paragraph 7(f), the occurrence of a Change of Control of the
Company; or |
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