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Exhibit
10.01
WAIVER
to
Non-Employee
Director
AWARD
AGREEMENT
This Waiver to Non-Employee
Award Agreement (“ Waiver ”) is entered into by
and between
(“ Participant ”) and NuStar GP Holdings, LLC
(the “ Company ”) and is effective as of
December 22, 2006 (the “ Effective Date
”).
WHEREAS, under the NuStar GP
Holdings, LLC Long-Term Incentive Plan (the “ Plan
”) and pursuant to the Non-Employee Director Award Agreement
dated August 22, 2006 (the “ Award Agreement
”), the Company on August 22, 2006 awarded the
Participant 962 Restricted Units (as defined in the Plan) (the
“ Awarded Restricted Units ”);
WHEREAS, on December 22,
2006, affiliates of Valero Energy Corporation sold all of their
remaining units representing limited liability company interests in
the Company to the public in an underwritten offering (the “
Offering ”), which Offering resulted in a
“Change of Control” as defined in the Plan;
WHEREAS, under the Plan, a
Change of Control would cause all outstanding Restricted Units to
immediately vest;
WHEREAS, with respect to the
Awarded Restricted Units, the Participant and the Company desire to
(i) waive the accelerated vesting of the Awarded Restricted
Units under the Plan
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