0001035002-21-000068 Sample Contracts

PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • April 30th, 2021 • Valero Energy Corp/Tx • Petroleum refining

This Performance Share Agreement (the “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and [_________], a participant (the “Participant”) in Valero’s 2020 Omnibus Stock Incentive Plan (as may be amended, the “Plan”), is entered into pursuant to and subject to the provisions of the Plan, to set forth the terms and conditions of the award of Performance Shares granted to Participant as of February 23, 2021.

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AMENDED AND RESTATED PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • April 30th, 2021 • Valero Energy Corp/Tx • Petroleum refining

This Amended and Restated Performance Share Agreement (the “Agreement”), 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”), is entered into pursuant to and subject to the provisions of the Plan, and amends and restates that certain Performance Share Agreement between Valero and Participant dated as of February 26, 2020, to amend and restate the terms and conditions of the award of Performance Shares granted to Participant as of February 26, 2020.

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