VALERO GP, LLC
AMENDED AND RESTATED
2003 EMPLOYEE UNIT INCENTIVE PLAN
Amended and Restated as of January 1, 2005
SECTION 1. Purpose of the Plan.
The Valero GP, LLC 2003 Employee Unit Incentive Plan (the “Plan”) is intended to promote the interests of Valero L.P., a
Delaware limited partnership (the “Partnership”), by providing to employees of Valero GP, LLC, a Delaware limited liability
company (the “Company”), and its Affiliates who perform services for the Partnership and its subsidiaries incentive awards for
superior performance that are based on Units. The Plan is also intended to enhance the Company’s and its Affiliates’ ability to
attract and retain employees whose services are key to the growth and profitability of the Partnership, and to encourage them to
devote their best efforts to the business of the Partnership and its subsidiaries, thereby advancing the Partnership’s interests.
SECTION 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth below:
2.1 “Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, the Person in question. As used herein,
the term “ control ” means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
2.2 “Award” means a grant of one or more Options or Restricted Units pursuant to the Plan, and any tandem DERs
granted with respect to such Award.
2.3 “Board” means the Board of Directors of the Company.
2.4 “Cause” means:
fraud or embezzlement on the part of the Participant;
conviction of or the entry of a plea of nolo contendere by the Participant to any felony;
gross insubordination or a material breach of, or the willful failur