0001035002-13-000008 Sample Contracts

RESTRICTED STOCK AGREEMENT Valero Energy Corporation 2011 Omnibus Stock Incentive Plan
Restricted Stock Agreement • February 28th, 2013 • Valero Energy Corp/Tx • Petroleum refining

This Restricted Stock Agreement (this “Agreement”) is between Valero Energy Corporation, a Delaware corporation (“Valero”), and [_____________], an employee of Valero or one of its Affiliates (“Employee”), who agree as follows:

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AMENDMENT TO REPLACE TAX GROSS UP WITH ALTERNATIVE CAP IN CHANGE OF CONTROL SEVERANCE AGREEMENT
Severance Agreement • February 28th, 2013 • Valero Energy Corp/Tx • Petroleum refining • Delaware

AMENDMENT to Replace Tax Gross Up with Alternative Cap in Change of Control Severance Agreement, dated as of the 7th day of January, 2013 (the “Amendment”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and William R. Klesse (the “Executive”).

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