Valero Energy Corp/Tx Sample Contracts

Valero Energy Corp/Tx – SCHEDULE OF TIER II-A CHANGE OF CONTROL AGREEMENTS (February 28th, 2019)

The following have executed Tier II-A Change of Control Agreements substantially in the form of the agreement filed as Exhibit 10.18 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2016 (SEC File No. 1-13175).

Valero Energy Corp/Tx – FIRST SUPPLEMENTAL INDENTURE VALERO ENERGY PARTNERS LP, as Issuer VALERO ENERGY CORPORATION, as Parent Guarantor AND Dated as of January 10, 2019 Supplementing the Indenture dated as of November 30, 2016 (January 10th, 2019)

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 10, 2019, among VALERO ENERGY PARTNERS LP, a Delaware limited partnership, as issuer (the “Partnership”), VALERO ENERGY CORPORATION, a Delaware corporation, as parent guarantor (the “Parent Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

Valero Energy Corp/Tx – CHANGE OF CONTROL SEVERANCE AGREEMENT (November 6th, 2018)

CHANGE OF CONTROL SEVERANCE AGREEMENT, dated as of October 31, 2018 (this “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and Jason W. Fraser (the “Executive”).

Valero Energy Corp/Tx – AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 18, 2018 BY AND AMONG VALERO ENERGY CORPORATION, FOREST MERGER SUB, LLC, VALERO ENERGY PARNERS LP AND VALERO ENERGY PARTNERS GP LLC (October 18th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of October 18, 2018 (this “Agreement”), is by and among Valero Energy Corporation, a Delaware corporation (“Parent”), Forest Merger Sub, LLC, a Delaware limited liability company and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “Partnership GP”). Parent, Merger Sub, the Partnership and the Partnership GP are sometimes referred to collectively herein as the “Parties” and each individually as a “Party.” Certain capitalized terms used in this Agreement are defined in Article I.

Valero Energy Corp/Tx – SUPPORT AGREEMENT (October 18th, 2018)

THIS SUPPORT AGREEMENT, dated as of October 18, 2018 (this “Agreement”), is entered into by and between Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Valero Terminaling and Distribution Company, a Delaware corporation (the “Unitholder” and, together with the Partnership, the “Parties” and each, a “Party”).

Valero Energy Corp/Tx – Valero Energy Corporation and Valero Energy Partners LP Announce Definitive Merger Agreement; Valero Energy Partners LP Declares Quarterly Distribution (October 18th, 2018)

SAN ANTONIO, October 18, 2018 – Valero Energy Corporation (NYSE: VLO) (“Valero”) and Valero Energy Partners LP (NYSE: VLP) (the “Partnership”) today announced the execution of a definitive agreement and plan of merger (the “Merger Agreement” and, together with the transactions contemplated thereby, the “Transaction”) pursuant to which Valero will acquire, for cash, all of the outstanding publicly held common units of the Partnership at a price of $42.25 per common unit, for an aggregate transaction value of approximately $950 million. The Transaction price represents an approximate 12.4 percent premium to the 30 trading-day volume weighted average price of the Partnership’s common units as of October 17, 2018.

Valero Energy Corp/Tx – VALERO ENERGY CORPORATION 4.350% Senior Notes due 2028 (June 4th, 2018)

A single series of Securities is hereby established pursuant to Section 301 of the Indenture dated as of March 10, 2015 (the “Indenture”), between Valero Energy Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), as follows (capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture, and all references herein to a Section shall refer to the corresponding Section in the Indenture):

Valero Energy Corp/Tx – VALERO ENERGY CORPORATION DEBT SECURITIES Underwriting Agreement May 17, 2018 (May 22nd, 2018)

Valero Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

Valero Energy Corp/Tx – Valero Energy Corporation Annual Bonus Plan (February 28th, 2018)

The Valero Energy Corporation Annual Bonus Plan (the “Plan”) has been established for the purpose of providing bonus compensation to eligible employees employed by Affiliates of Valero Energy Corporation (hereinafter collectively referred to as the “Company”). Any bonus compensation is contingent upon the Company’s overall fiscal performance as well as the Participant’s adherence to Company standards and policies. The Compensation Committee of the Board has the discretion to authorize (or not authorize) any bonus payment under this Plan. The Company intends and desires to incentivize employees to comply with Company standards and policies in order to foster continued Company profitability.

Valero Energy Corp/Tx – PERFORMANCE SHARE AGREEMENT (February 28th, 2018)

This Performance Share Agreement (the “Agreement”) is entered into as of _____, 20__, by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and __________, a participant (the “Participant”) in Valero’s 2011 Omnibus Stock Incentive Plan (as may be amended, the “Plan”), pursuant to and subject to the provisions of the Plan.

Valero Energy Corp/Tx – PROPOSED VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of [ ]) (September 21st, 2017)
Valero Energy Corp/Tx – PROPOSED SIXTH CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION (September 21st, 2017)

Valero Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Valero Energy Corp/Tx – PROPOSED VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of September 20, 2017 [__]) (September 21st, 2017)
Valero Energy Corp/Tx – VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of September 21, 201620, 2017) (September 21st, 2017)
Valero Energy Corp/Tx – VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of September 20, 2017) (September 21st, 2017)
Valero Energy Corp/Tx – 2017 DISTRIBUTION ELECTION FORM Valero Energy Corporation Deferred Compensation Plan (February 23rd, 2017)

I elect that, upon retirement, the value of my Plan account related to deferrals made for the 2017 Plan Year will be paid at the time and in the manner elected below:

Valero Energy Corp/Tx – 2017 INVESTMENT ELECTION FORM Valero Energy Corporation Deferred Compensation Plan (February 23rd, 2017)

The undersigned Participant hereby directs that the measurement of the Participant’s account be determined as if it were invested in the fund options as indicated below.

Valero Energy Corp/Tx – 2017 ELECTIVE DEFERRAL AGREEMENT Valero Energy Corporation Deferred Compensation Plan (February 23rd, 2017)

I hereby elect to defer a portion of my compensation earned for the period commencing January 1, 2017 and ending December 31, 2017 (the “Plan Year”) as follows:

Valero Energy Corp/Tx – SCHEDULE OF TIER II-A CHANGE OF CONTROL AGREEMENTS (February 23rd, 2017)

The following have executed Tier II-A Change of Control Agreements substantially in the form of the agreement filed as Exhibit 10.18 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2016 (SEC File No. 1-13175).

Valero Energy Corp/Tx – AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT (January 17th, 2017)

This AMENDMENT, dated as of January 17, 2017 (“Amendment”), amends that certain CHANGE OF CONTROL SEVERANCE AGREEMENT dated as of [___________] (the “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and [_________] (the “Executive”).

Valero Energy Corp/Tx – CHANGE OF CONTROL SEVERANCE AGREEMENT (November 7th, 2016)

AGREEMENT, dated as of November 2, 2016 (this “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and R. Lane Riggs (the “Executive”).

Valero Energy Corp/Tx – VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of September 21, 2016) (September 27th, 2016)
Valero Energy Corp/Tx – VALERO ENERGY CORPORATION DEBT SECURITIES Underwriting Agreement September 7, 2016 (September 12th, 2016)

Valero Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.

Valero Energy Corp/Tx – VALERO ENERGY CORPORATION 3.40% Senior Notes due 2026 (September 12th, 2016)

A single series of Securities is hereby established pursuant to Section 301 of the Indenture dated as of March 10, 2015 (the “Indenture”), between Valero Energy Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), as follows (capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture, and all references herein to a Section shall refer to the corresponding Section in the Indenture):

Valero Energy Corp/Tx – FIFTH CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION (May 18th, 2016)

Valero Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Valero Energy Corp/Tx – VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of May 12, 2016) (May 18th, 2016)
Valero Energy Corp/Tx – VALERO ENERGY CORPORATION 2011 OMNIBUS STOCK INCENTIVE PLAN (February 25th, 2016)

This Valero Energy Corporation 2011 Omnibus Stock Incentive Plan (hereinafter called the “Plan”) was approved by the Company’s stockholders and became effective on April 28, 2011.

Valero Energy Corp/Tx – SCHEDULE OF AMENDMENTS TO CHANGE OF CONTROL SEVERANCE AGREEMENTS (February 25th, 2016)

The following have executed Amendments to Change of Control Severance Agreements substantially in the form of the amendment attached as Exhibit 10.17 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 1-13175).

Valero Energy Corp/Tx – 2016 ELECTIVE DEFERRAL AGREEMENT Valero Energy Corporation Deferred Compensation Plan (February 25th, 2016)
Valero Energy Corp/Tx – SCHEDULE OF CHANGE OF CONTROL AGREEMENTS (Tier II) (February 25th, 2016)

The following have executed Change of Control Agreements substantially in the form of the agreement attached as Exhibit 10.16 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 1-13175).

Valero Energy Corp/Tx – 2016 DISTRIBUTION ELECTION FORM Valero Energy Corporation Deferred Compensation Plan (February 25th, 2016)

I elect that, upon retirement, the value of my Plan account related to deferrals made for the 2016 Plan Year will be paid at the time and in the manner elected below:

Valero Energy Corp/Tx – 2016 INVESTMENT ELECTION FORM Valero Energy Corporation Deferred Compensation Plan (February 25th, 2016)

The undersigned Participant hereby directs that the measurement of the Participant’s account be determined as if it were invested in the fund options as indicated below.

Valero Energy Corp/Tx – SCHEDULE OF CHANGE OF CONTROL AGREEMENTS (Tier I) (February 25th, 2016)

The following have executed Change of Control Agreements substantially in the form of the agreement attached as Exhibit 10.15 to Valero’s Annual Report on Form 10-K for the year ended December 31, 2011 (SEC File No. 1-13175).

Valero Energy Corp/Tx – SCHEDULE OF INDEMNITY AGREEMENTS (February 25th, 2016)

The following have executed Indemnity Agreements substantially in the form of the agreement attached as Exhibit 10.8 to Valero’s Registration Statement on Form S-1 (SEC File No. 333-27013) filed May 13, 1997.

Valero Energy Corp/Tx – VALERO ENERGY CORPORATION BYLAWS (Amended and Restated effective as of January 21, 2016) (January 26th, 2016)