Common use of Total Shareholder Return (TSR) Clause in Contracts

Total Shareholder Return (TSR). (i) TSR will be compiled for a peer group of companies (which term also includes other peer issuers) approved by the Compensation Committee (the “Target Group”) for the Performance Period immediately preceding each Normal Vesting Date. TSR for each such company is measured by dividing (A) the sum of (i) the dividends on the common stock of such company (as applicable) during the Performance Period, assuming dividend reinvestment, and (ii) the difference between the average closing price of a share of such company’s common stock (or equivalent) for the 30 trading days ending December 31 at the end of the Performance Period and the average closing price of such shares for the 30 trading days ending December 31 immediately prior to the beginning of the Performance Period (appropriately adjusted for any stock dividend, stock split, spin-off, merger or other similar corporate events), by (B) the average closing price of a share of such company’s common stock for the 30 trading days ending December 31 immediately prior to the beginning of the Performance Period. (ii) For each Performance Period, the TSR for Valero and each company in the Target Group shall be arranged by rank from highest performer to lowest performer according to the TSR achieved by each company. Shares of Common Stock will be awarded to Participant in accordance with ▇▇▇▇▇▇’▇ percentile ranking within the Target Group. The number of shares of Common Stock, if any, that Participant will be entitled to receive in settlement of the vested Performance Shares will be determined on each Normal Vesting Date, and subject to the provisions of the Plan and this Agreement, on such Normal Vesting Date, the vesting Performance Shares will be awarded as shares of Common Stock to the Participant per the payout percentages listed below when ▇▇▇▇▇▇’▇ TSR during the Performance Period falls within the following percentiles (“Percentiles”):

Total Shareholder Return (TSR). (i) TSR will be compiled for a peer group of companies (which term also includes other peer issuers) approved by the Compensation Committee (the “Target Group”) for the Performance Period immediately preceding each Normal Vesting Date. TSR for each such company is measured by dividing (A) the sum of (i) the dividends on the common stock of such company (as applicable) during the Performance Period, assuming dividend reinvestment, and (ii) the difference between the average closing price of a share of such company’s common stock (or equivalent) for the 30 trading days ending December 31 at the end of the Performance Period and the average closing price of such shares for the 30 trading days ending December 31 immediately prior to the beginning of the Performance Period (appropriately adjusted for any stock dividend, stock split, spin-off, merger or other similar corporate events), by (B) the average closing price of a share of such company’s common stock for the 30 trading days ending December 31 immediately prior to the beginning of the Performance Period. (ii) For each Performance Period, the TSR for Valero and each company in the Target Group shall be arranged by rank from highest performer to lowest performer according to the TSR achieved by each company. Shares of Common Stock will be awarded to Participant in accordance with ▇V▇▇▇▇▇’▇ percentile ranking within the Target Group. The number of shares of Common Stock, if any, that Participant will be entitled to receive in settlement of the vested Performance Shares will be determined on each Normal Vesting Date, and subject to the provisions of the Plan and this Agreement, on such Normal Vesting Date, the vesting Performance Shares will be awarded as shares of Common Stock to the Participant per the payout percentages listed below when ▇V▇▇▇▇▇’▇ TSR during the Performance Period falls within the following percentiles (“Percentiles”): (iii) Notwithstanding anything in this Agreement to the contrary, in the event V▇▇▇▇▇’▇ TSR over the Performance Period is negative, then the total payout with respect to such Performance Period, inclusive of any modification under Section 4.B., will be capped at target (100%).