Long-Term Incentive Agreement dated as of December 18, 2019, between Valero Energy Corporation and R. Lane Riggs

This Long-Term Incentive Agreement (the “Agreement”) is entered into as of December  18, 2019 (the “Effective Date”) by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and R. LANE RIGGS, Executive Vice President and Chief Operating Officer (the “Officer”).

Whereas, the Compensation Committee of the Board of Directors of Valero has approved a long-term incentive compensation arrangement between Valero and the Officer.

Now, therefore, the parties hereto wish to memorialize the terms and conditions of the compensation arrangement by the execution and delivery of this Agreement, and the parties hereby agree as follows.

(i) voluntarily terminated by the Officer, including termination in connection with the Officer’s voluntary early retirement (i.e., prior to age 60), or

then those Restricted Shares that are outstanding and have not vested as of the effective date of the Officer’s termination of employment shall thereupon be forfeited.

by:     /s/ Joseph W. Gorder                

    /s/ R. Lane Riggs                

This Restricted Stock Agreement (this “Agreement”) is between Valero Energy Corporation (“Valero”), and R. Lane Riggs, an employee of Valero or one of its Affiliates (“Employee”), who agree as follows:

1.    Introduction. Pursuant to that certain Long-Term Incentive Agreement dated as of Dec. 18, 2019 (the “LTI Agreement”) and the Valero Energy Corporation [___] Omnibus Stock Incentive Plan (as may be amended, the “Plan”), on «Grant_Date», Employee was awarded «Shares_Granted» shares of Common Stock of Valero under the Plan as Restricted Stock (“Restricted Stock”). The parties hereby enter into this Agreement to evidence the terms, conditions and restrictions applicable to the Restricted Stock.

2.    The Plan, the LTI Agreement, Restrictions, Vesting. The terms and conditions of the Plan and the LTI Agreement are incorporated herein by reference for all purposes, and Employee hereby agrees to the terms and conditions stated therein applicable to the Restricted Stock and the rights and powers of Valero and the Committee as provided therein. In addition, Employee agrees as follows:

2.01 Except to the extent otherwise provided in the Plan or this Agreement, shares of Restricted Stock issued to Employee under the Plan may not be sold, exchanged, pledged, hypothecated, transferred, garnished or otherwise disposed of or alienated prior to vesting.

2.02 Except to the extent otherwise provided in the Plan, Employee’s rights to and interest in the shares of Restricted Stock described herein shall vest and accrue to Employee in the following increments: [insert vesting schedule applicable to the Grant].

2.03 Employee agrees that in lieu of certificates representing Employee’s shares of Restricted Stock, the Restricted Stock and any Shares issuable in connection with their vesting may be issued in uncertificated form pursuant to the Direct Registration Service of Valero’s stock transfer agent.

2.04 If, as the result of a stock split, stock dividend, combination of shares or any other change, including an exchange of securities for any reason, the Employee shall be entitled to new or additional or different shares of stock or securities, such stock or securities shall be subject to the terms and conditions of the Plan and this Agreement.

3.    Dividends and Voting. The outstanding shares of Restricted Stock shall enjoy the rights and privileges (including voting rights and the right to receive dividends) described in Section 6.4(b)(ii) of the Plan.

4.    Limitation. The Employee shall have no rights with respect to any shares of Restricted Stock not expressly conferred by the LTI Agreement, the Plan or this Agreement.

5.    Miscellaneous. All capitalized terms contained in this Agreement shall have the definitions set forth in the LTI Agreement or the Plan unless otherwise defined herein. This Agreement shall be binding upon the parties hereto and their respective beneficiaries, heirs, administrators, executors, legal representatives and successors.

6.    Code Section 409A. The issuance of shares under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 15th day of the third month following the end of the year in which the applicable date of vesting occurs. With respect to the receipt of dividends, the payment of dividends shall be made by the last day of the fiscal quarter during which dividends on Valero common stock are paid, but in any event by no later than the 15th day of the month following the end of the year in which the applicable dividends on Valero common stock are paid. This Agreement and the award evidenced hereby are intended to comply, and shall be administered consistently, in all respects with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder to the extent applicable to the Employee. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the Internal Revenue Service.

Effective as of the ___ day of ____________, 20___.

VALERO ENERGY CORPORATION

______________________________________

name:

title:

______________________________________

Employee