Common use of Cash Payment Election Clause in Contracts

Cash Payment Election. Effective on any Normal Vesting Date (or Trigger Date under Section 6.C), the Participant (or the Participant’s estate under Section 6.C) may elect to receive up to 50% of the after-tax value of the aggregate number of shares of Common Stock earned on such Normal Vesting Date (or Trigger Date) in cash, with the remainder paid in shares of Common Stock. Example: • following the calculation of Valero’s performance against the Target Group for the two-year performance period ending December 31, 2019, it is determined that the Participant is entitled to receive 4,000 shares of Common Stock on the Normal Vesting Date occurring in January 2020 (the “2020 Normal Vesting Date”), • the 4,000 shares have an aggregate tax value of $300,000 (4,000 shares times an assumed $75 FMV per share on the 2020 Normal Vesting Date), and the Participant has made a tax withholding election of 39.6%, • the after-tax value of the 4,000 shares of Common Stock awarded on the Normal Vesting Date is $181,200 ($300,000 times 60.4%), • the Participant may elect to receive up to $90,600 ($181,200 times 50%) in cash on the 2020 Normal Vesting Date.

Cash Payment Election. Effective on any Normal Vesting Date (or Trigger Date under Section 6.C6.C.), the Participant (or the Participant’s estate under Section 6.C) may elect to receive up to 50% of the after-tax value of the aggregate number of shares of Common Stock earned on such Normal Vesting Date (or Trigger Date) in cash, with the remainder paid in shares of Common Stock. Example: • following the calculation of Valero’s performance against the Target Group for the two-year performance period ending December 31, 20192022, it is determined that the Participant is entitled to receive 4,000 8,000 shares of Common Stock on the Normal Vesting Date occurring in January 2020 2023 (the “2020 2023 Normal Vesting Date”), • assume that the 4,000 8,000 shares have an aggregate tax value of $300,000 600,000 (4,000 8,000 shares times an assumed $75 FMV per share on the 2020 2023 Normal Vesting Date), and the Participant has made a tax withholding election of 39.6%, • the after-tax value of the 4,000 8,000 shares of Common Stock awarded on the 2023 Normal Vesting Date is $181,200 362,400 ($300,000 600,000 times 60.4%), • the Participant may elect to receive up to $90,600 181,200 ($181,200 362,400 times 50%) in cash on the 2020 2023 Normal Vesting Date.

Cash Payment Election. Effective on any Normal Vesting Date (or Trigger Date under Section 6.C6.C.), the Participant (or the Participant’s estate under Section 6.C) may elect to receive up to 50% of the after-tax value of the aggregate number of shares of Common Stock earned on such Normal Vesting Date (or Trigger Date) in cash, with the remainder paid in shares of Common Stock. Example: • following the calculation of Valero’s Xxxxxx’x performance against the Target Group for the two-year performance period ending December 31, 20192023, it is determined that the Participant is entitled to receive 4,000 8,000 shares of Common Stock on the Normal Vesting Date occurring in January 2020 2024 (the “2020 2024 Normal Vesting Date”), • assume that the 4,000 8,000 shares have an aggregate tax value of $300,000 600,000 (4,000 8,000 shares times an assumed $75 FMV per share on the 2020 2024 Normal Vesting Date), and the Participant has made a tax withholding election of 39.6%, • the after-tax value of the 4,000 8,000 shares of Common Stock awarded on the 2024 Normal Vesting Date is $181,200 362,400 ($300,000 600,000 times 60.4%), • the Participant may elect to receive up to $90,600 181,200 ($181,200 362,400 times 50%) in cash on the 2020 2024 Normal Vesting Date.

Cash Payment Election. Effective on any Normal Vesting Date (or Trigger Date under Section 6.C6.C.), the Participant (or the Participant’s estate under Section 6.C) may elect to receive up to 50% of the after-tax value of the aggregate number of shares of Common Stock earned on such Normal Vesting Date (or Trigger Date) in cash, with the remainder paid in shares of Common Stock. Example: • following the calculation of Valero’s Xxxxxx’x performance against the Target Group for the two-year performance period ending December 31, 20192022, it is determined that the Participant is entitled to receive 4,000 8,000 shares of Common Stock on the Normal Vesting Date occurring in January 2020 2023 (the “2020 2023 Normal Vesting Date”), • assume that the 4,000 8,000 shares have an aggregate tax value of $300,000 600,000 (4,000 8,000 shares times an assumed $75 FMV per share on the 2020 2023 Normal Vesting Date), and the Participant has made a tax withholding election of 39.6%, • the after-tax value of the 4,000 8,000 shares of Common Stock awarded on the 2023 Normal Vesting Date is $181,200 362,400 ($300,000 600,000 times 60.4%), • the Participant may elect to receive up to $90,600 181,200 ($181,200 362,400 times 50%) in cash on the 2020 2023 Normal Vesting Date.

Cash Payment Election. Effective on any Normal Vesting Date (or Trigger Date under Section 6.C), the Participant (or the Participant’s estate under Section 6.C) may elect to receive up to 50% of the after-tax value of the aggregate number of shares of Common Stock earned on such Normal Vesting Date (or Trigger Date) in cash, with the remainder paid in shares of Common Stock. Example: • following the calculation of Valero’s performance against the Target Group for the two-year performance period ending December 31, 20192021, it is determined that the Participant is entitled to receive 4,000 shares of Common Stock on the Normal Vesting Date occurring in January 2020 2022 (the “2020 2022 Normal Vesting Date”), • the 4,000 shares have an aggregate tax value of $300,000 (4,000 shares times an assumed $75 FMV per share on the 2020 2022 Normal Vesting Date), and the Participant has made a tax withholding election of 39.6%, • the after-tax value of the 4,000 shares of Common Stock awarded on the 2022 Normal Vesting Date is $181,200 ($300,000 times 60.4%), • the Participant may elect to receive up to $90,600 ($181,200 times 50%) in cash on the 2020 2022 Normal Vesting Date.

Cash Payment Election. Effective on any Normal Vesting Date (or Trigger Date under Section 6.C6.C.), the Participant (or the Participant’s estate under Section 6.C) may elect to receive up to 50% of the after-tax value of the aggregate number of shares of Common Stock earned on such Normal Vesting Date (or Trigger Date) in cash, with the remainder paid in shares of Common Stock. Example: • following the calculation of Valero’s Xxxxxx’x performance against the Target Group for the two-year performance period ending December 31, 20192024, it is determined that the Participant is entitled to receive 4,000 8,000 shares of Common Stock on the Normal Vesting Date occurring in January 2020 2025 (the “2020 2025 Normal Vesting Date”), • assume that the 4,000 8,000 shares have an aggregate tax value of $300,000 600,000 (4,000 8,000 shares times an assumed $75 FMV per share on the 2020 2025 Normal Vesting Date), and the Participant has made a tax withholding election of 39.6%, • the after-tax value of the 4,000 8,000 shares of Common Stock awarded on the 2025 Normal Vesting Date is $181,200 362,400 ($300,000 600,000 times 60.4%), • the Participant may elect to receive up to $90,600 181,200 ($181,200 362,400 times 50%) in cash on the 2020 2025 Normal Vesting Date.